NaturalShrimp Inc - Quarter Report: 2009 December (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[X]
|
QUARTERLY
REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2009
|
OR
|
|
[ ]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Commission
File Number: 333-159896
MULTIPLAYER
ONLINE DRAGON INC.
(Exact
name of registrant as specified in its charter)
NEVADA
(State
or other jurisdiction of incorporation or organization)
12F,
World Trade Centre
No.
25 Tongxing Street
Zhongshan
District
Dalian,
China 116001
(Address
of principal executive offices, including zip code.)
011-86-411-3966-9257
(Registrant’s
telephone number, including area code)
Check
whether the issuer (1) 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 last 90 days. YES
[X] NO [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,
“accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer
|
[ ]
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Accelerated
Filer
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[ ]
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Non-accelerated
Filer
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[ ]
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Smaller
Reporting Company
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[X]
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
YES
[ ] NO [X]
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 11,620,000 as of February 12,
2010.
PART
I – FINANCIAL INFORMATION
ITEM
1.
|
FINANCIAL
STATEMENTS
|
Multiplayer
Online Dragon, Inc.
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|||||||
(A
Development Stage Company)
|
|||||||
Balance
Sheets
|
|||||||
(Expressed
in US Dollars)
|
|||||||
December
31,
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March
31,
|
||||||
2009
|
2009
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||||||
(Unaudited)
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|||||||
ASSETS
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|||||||
Current
Assets
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|||||||
Cash
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$
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83,600
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$
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9,862
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|||
Total
Assets
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$
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83,600
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$
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9,862
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|||
LIABILITIES
AND STOCKHOLDER'S EQUITY
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|||||||
Current
Liabilities
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|||||||
Accounts
payable and accrued liabilities
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$
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2,707
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$
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7,800
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|||
Due
to related party
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27,426
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600
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|||||
Total current
liabilities
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30,133
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8,400
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|||||
Stockholder's
Equity
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|||||||
Common
stock, $0.0001 par value
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|||||||
Authorized:
75,000,000 shares
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|||||||
Issued
and outstanding:
|
|||||||
11,620,000
and 10,000,000 shares, respectively
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1,162
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1,000
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|||||
Additional
paid-in capital
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89,838
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9,000
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|||||
Deficit
accumulated during
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|||||||
the
development stage
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(37,533)
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(8,538)
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|||||
Total
stockholder's equity
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53,467
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1,462
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|||||
Total
Liabilities and Stockholder's Equity
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$
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83,600
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$
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9,862
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See
notes to financial statements.
F-1
-2-
(A
Development Stage Company)
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|||||||
Statements
of Operations
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|||||||
(Expressed
in US Dollars)
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|||||||
(Unaudited)
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|||||||
Period
from
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|||||||
Three
months
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Nine
months
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July
3, 2008
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|||||
ended
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ended
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(Inception)
to
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|||||
December
31,
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December
31,
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December
31,
|
|||||
2009
|
2009
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2009
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|||||
Revenue
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|||||||
Revenue
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$
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-
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$
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-
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$
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-
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Total
Revenue
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-
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-
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-
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||||
Expenses
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|||||||
General
and administrative
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2,939
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28,995
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37,533
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||||
Total
Costs and Expenses
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2,939
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28,995
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37,533
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||||
Net
Loss
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$
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(2,939)
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$
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(28,995)
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$
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(37,533)
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Net
Loss per share
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|||||||
Basic
and diluted
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$
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(0.00)
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$
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(0.00)
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|||
Number
of common shares used to
|
|||||||
compute
loss per share
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|||||||
Basic
and Diluted
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10,017,609
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10,005,890
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See
notes to financial statements.
F-2
-3-
Multiplayer
Online Dragon, Inc.
|
||||||||||
(A
Development Stage Company)
|
||||||||||
Statements
of Stockholder's Equity
|
||||||||||
For
the period July 3, 2008 (inception) to December 31,
2009
|
||||||||||
(Expressed
in US Dollars)
|
||||||||||
Deficit
|
||||||||||
Accumulated
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||||||||||
Common
Stock,
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Additional
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During
the
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Total
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|||||||
$0.0001
Par Value
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Paid-in
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Development
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Stockholder’s
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|||||||
Shares
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Amount
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Capital
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Stage
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Equity
|
||||||
Balance,
July 3, 2008 (Date of Inception)
|
-
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$
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-
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$
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-
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$
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-
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$
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-
|
|
Shares
sold at $0.001 per share
|
||||||||||
on
March 1, 2009
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10,000,000
|
1,000
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9,000
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-
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10,000
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|||||
Net
loss for the period July 3, 2008 (Inception)
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||||||||||
to
March 31, 2009
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-
|
-
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-
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(8,538)
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(8,538)
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|||||
Balance,
March 31, 2009
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10,000,000
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1,000
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9,000
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(8,538)
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1,462
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|||||
Unaudited:
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||||||||||
Common
stock sold in
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||||||||||
December
2009 at $0.05 per share
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1,620,000
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162
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80,838
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-
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81,000
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|||||
Net
loss for nine months
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||||||||||
ended
December 31, 2009
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-
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-
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-
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(28,995)
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(28,995)
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|||||
Balance,
December 31, 2009
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11,620,000
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$
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1,162
|
$
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89,838
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$
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(37,533)
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$
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53,467
|
See
notes to financial statements.
F-3
-4-
Multiplayer
Online Dragon, Inc.
|
||||||
(A
Development Stage Company)
|
||||||
Statements
of Cash Flows
|
||||||
(Expressed
in US Dollars)
|
||||||
(Unaudited)
|
||||||
Period
from
|
||||||
Nine
months
|
July
3, 2008
|
|||||
ended
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(Inception)
to
|
|||||
December
31,
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December
31,
|
|||||
2009
|
2009
|
|||||
Cash
Flows from Operating Activities
|
||||||
Net
income (loss)
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$
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(28,995)
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$
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(37,533)
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||
Changes
in operating assets and liabilities
|
||||||
Accounts
payable and accrued liabilities
|
(5,093)
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2,707
|
||||
Net cash provided by (used for)
operating activities
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(34,088)
|
(34,826)
|
||||
Cash
Flows from Financing Activities
|
||||||
Loans
from related party
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26,826
|
27,426
|
||||
Proceeds
from sales of common stock
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81,000
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91,000
|
||||
Net cash provided by (used for)
financing activities
|
107,826
|
118,426
|
||||
Increase
(decrease) in cash
|
73,738
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83,600
|
||||
Cash, beginning of
period
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9,862
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-
|
||||
Cash,
end of period
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$
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83,600
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$
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83,600
|
||
Supplemental
disclosures of cash flow information:
|
||||||
Interest
paid
|
$
|
-
|
$
|
-
|
||
Income
taxes paid
|
$
|
-
|
$
|
-
|
See
notes to financial statements.
F-4
-5-
MULTIPLAYER
ONLINE DRAGON, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
December
31, 2009
(Expressed
in US Dollars)
(Unaudited)
1.
OPERATIONS
Organization
The
Company was incorporated in the State of Nevada on July 3, 2008. The principal
activity of the Company is planned to be designing, hosting, and marketing
collaborative internet search communications systems. The Company is considered
a development stage company as defined in Accounting Standards Codification
(“ASC”) 915, “Development Stage Entities”. The Company has its executive office
in The People’s Republic of China.
2.
INTERIM FINANCIAL STATEMENTS
The
unaudited financial statements as of December 31, 2009 and for the three and
nine months ended December 31, 2009 and for the period from July 3, 2008
(inception) to December 31, 2009 have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and with instructions to Form 10-Q. In the opinion
of management, the unaudited financial statements have been prepared on the same
basis as the annual financial statements and reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly the
financial position as of December 31, 2009 and the results of operations and
cash flows for periods ended December 31, 2009 and for the period from July 3,
2008 (inception) to December 31, 2009. The financial data and other
information disclosed in these notes to the interim financial statements related
to these periods are unaudited. The results for the three and nine
month periods ended December 31, 2009 are not necessarily indicative of the
results to be expected for any subsequent quarter of the entire year ending
March 31, 2010. The balance sheet at March 31, 2009 has been derived
from the audited financial statements at that date.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to the Securities and
Exchange Commission’s rules and regulations. These unaudited
financial statements should be read in conjunction with our audited financial
statements and notes thereto for the period ended March 31, 2009 as included in
our report on Form S-1/A filed on September 25, 2009.
3.
|
DUE
TO RELATED PARTY
|
At
December 31, 2009 and March 31, 2009, the Company was indebted to the President
of the Company for advances of $27,426 and $600, respectively. The amount is
unsecured, non-interest bearing and has no specific terms of
repayment.
4.
COMMON STOCK
On March
1, 2009, the Company sold 10,000,000 shares of common stock to its president and
director at a price of $0.001 per share for cash proceeds of
$10,000.
F-5
-6-
MULTIPLAYER
ONLINE DRAGON, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
December
31, 2009
(Expressed
in US Dollars)
(Unaudited)
In
December 2009, the Company closed on the sale of a total of 1,620,000 shares of
common stock in its public offering at a price of $0.05 per share for total cash
proceeds of $81,000.
The
Company has no stock option plan and has not issued any warrants or other
potentially dilutive securities.
5.
INCOME
TAXES
Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. At December 31, 2009, the Company has a net
operating loss carryforward of $37,533, which expiries $8,538 in 2029 and
$28,995 in 2030. Pursuant to ASC 740, the Company is required to
compute tax asset benefits for net operating losses carried forward. Potential
benefit of net operating losses have not been recognized in these financial
statements because the Company cannot be assured it is more likely than not it
will utilize the net operating losses carried forward in future
years.
The
components of the net deferred tax asset are as follows:
December
31, 2009
|
March
31, 2009
|
|||
Net
operating loss carryforword
|
$
|
13,137
|
$
|
2,988
|
Valuation
allowance
|
(13,137)
|
(2,988)
|
||
Net
deferred tax assets
|
$
|
-
|
$
|
-
|
For the
period July 3, 2008 (inception) to December 31, 2009, a reconciliation of the
statutory tax rate to the effective tax rate follows:
Statutory tax
rate
|
35%
|
|
Increase
in valuation allowance
|
(35%)
|
|
Effective
tax rate
|
0%
|
6.
SUBSEQUENT
EVENTS
In
January and February 2010, the Company closed on the sale of an additional
380,000 shares of common stock in its public offering at a price of $0.05 per
share for additional cash proceeds of $19,000.
The
Company has evaluated subsequent events through the filing date of this Form
10-Q and has determined that there were no additional subsequent events to
recognize or disclose in these financial statements.
F-6
-7-
ITEM
2. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
This section of this quarterly report
includes a number of forward-looking statements that reflect our current views
with respect to future events and financial performance. Forward-looking
statements are often identified by words like: believe, expect, estimate,
anticipate, intend, project and similar expressions, or words which, by their
nature, refer to future events. You should not place undue certainty on these
forward-looking statements, which apply only as of the date of this report.
These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results or
our predictions.
Plan
of Operations
We are a start-up corporation and have
not yet generated or realized any revenues from our business operations. Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated until
we begin operations. There is no assurance we will ever reach this
point.
We are not going to buy or sell any
plant or significant equipment during the next twelve months. We believe we can
satisfy our cash requirements during the next 12 months. We do not expect to
purchase or sell plant or significant equipment. Further we do not expect
significant changes in the number of employees.
Results
of Operations
On March 1, 2009, we sold 10,000,000
restricted shares of common stock to Yuan Kun Deng, our president and a member
of the board of directors and raised $10,000.
Since inception we have retained an
auditor and attorney in connection with our public offering. Further,
we have started to map architecture and review contracting and staffing
needs.
We have no current or historical
operations or product. We have no revenues. Our expenses
were primarily accounting and auditing fees.
Milestones
Our specific goal is to begin
developmental components of our business plan including developing our website,
developing software, designing and implementing and marketing the collaborative
search engine. We intend to accomplish the foregoing through the following
milestones:
1.
|
Overall
system design, incorporating hardware, software, connectivity functions,
operating system and user
interface.
|
2.
|
Complete
the software programming to run the search engine. Design the functional
prototype. Management expects to have this done by June 2010. We plan to
put this bid out to its subcontractor programmers in China. Begin online
beta testing. Completion date is estimated by August 2010. Finalize any
changes in the design and public launch. Completion date is estimated by
October 2010.
|
-8-
3.
|
Our
marketing program will include our website promotion and personal selling.
Our president, Mr. Deng, will do personal selling initially. He will be
responsible for all phases of our operations. We have budgeted between
$500 and $5,000 for marketing. Marketing will commence as soon as our beta
testing is completed.
|
4.
|
Within
6 months from the initiation of our marketing program, we believe that we
will begin generating fees from the sale of advertising on our
system.
|
In summary, we should be generating
fees from the sale of advertising within 15 months from the date of this
report.
Limited
Operating History; Need for Additional Capital
We have no current or historical
operations or product. There is no historical financial information
about us upon which to base an evaluation of our performance. We have not
generated any revenues from operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources and possible cost overruns due to price and cost increases in
services.
To become profitable and competitive,
we have to be able to attract customers and generate revenues. We have no
assurance that future financing will be available to us on acceptable terms. If
financing is not available on satisfactory terms, we may be unable to continue,
develop or expand our operations. Equity financing could result in additional
dilution to existing shareholders.
Liquidity
and Capital Resources
We have no current or historical
operations. As of the date of this report, we have not generated any
revenues. We are currently in the start-up stage of our operations.
To meet our initial need for cash we
sold 10,000,000 restricted shares of common stock to Yuan Kun Deng, our
president and a member of the board of directors, in consideration of
$10,000.
Our current cash will allow us to
maintain our non-operational status until our public offering is
completed. If we do not sell the minimum number of shares, all money
raised in the offering will be returned to subscribers and we will cease
operations. If we raise the minimum amount in our public offering, it
will allow us to operate for twelve months from the date we complete our public
offering. While our officers and directors are committed to our
project and have expressed a willingness to advance additional sums of money to
achieve our plan of operation, they are not legally obligated to do so and if we
need money and they do not advance the money, there is nothing we can do to
force them to advance the funds. At the present time, we have not
made any arrangements to raise additional cash other than our public offering.
If we need additional cash and can’t raise it we will either have to suspend
operations until we do raise the cash, or cease operations entirely. Other than
as described in this paragraph, we have no other financing plans.
As of December 31, 2009, our total
assets were $83,600 comprised only of cash and our total liabilities were
$30,133.
-9-
ITEM
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
We are a smaller reporting company as
defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not
required to provide the information under this item.
ITEM
4.
|
CONTROLS
AND PROCEDURES.
|
Under the supervision and with the
participation of our management, including the Principal Executive Officer and
Principal Financial Officer, we have evaluated the effectiveness of our
disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as
of the end of the period covered by this report. Based on that evaluation, the
Principal Executive Officer and Principal Financial Officer have concluded that
these disclosure controls and procedures are effective. There were no changes in
our internal control over financial reporting during the quarter ended December
31, 2009 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART
II. OTHER INFORMATION
ITEM
1A.
|
RISK
FACTORS
|
We are a smaller reporting company as
defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not
required to provide the information under this item.
ITEM
2. CHANGES IN SECURITIES
AND USE OF PROCEEDS.
On September 30, 2009, our Form S-1
registration statement (SEC file no. 333-159896) was declared effective by the
SEC. Pursuant to the S-1, we offered 1,000,000 shares minimum,
2,000,000 shares maximum at an offering price of $0.05 per share in a direct
public offering, without any involvement of underwriters or
broker-dealers. As of the date of this report, we have not sold any
shares of common stock.
ITEM
6.
|
EXHIBITS.
|
The following documents are included
herein:
Exhibit
No.
|
Document
Description
|
31.1
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant
Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant Section
906 of the Sarbanes-Oxley Act of
2002.
|
-10-
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following person on behalf of the Registrant and in the capacities on this
16th day
of February, 2010.
MULTIPLAYER
ONLINE DRAGON INC.
|
||
(the
“Registrant”)
|
||
BY:
|
YUAN KUN
DENG
|
|
Yuan
Kun Deng
|
||
President,
President, Principal Executive Officer, Principal Accounting Officer,
Principal Financial Officer, Secretary/Treasurer and a member of the Board
of Directors
|
-11-
EXHIBIT
INDEX
Exhibit
No.
|
Document
Description
|
31.1
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant
Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant Section
906 of the Sarbanes-Oxley Act of
2002.
|
-12-