NaturalShrimp Inc - Quarter Report: 2010 December (Form 10-Q)

mpodi10q-12312010.htm

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, 2010
	OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-54030

MULTIPLAYER ONLINE DRAGON INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

14205 SE 36th Street

Suite 100

Bellevue, WA 98006

(Address of principal executive offices, including zip code.)

(800) 916-1354

(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 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 (SS 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 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	[ ]	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]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 97,000,000 as of February 17, 2011.

TABLE OF CONTENTS

			Page

PART I.

Item 1.	Financial Statements.		3

	Financial Statements:
		Balance Sheets	F-1
		Statements of Operations	F-2
		Statements of Stockholders' Equity	F-3
		Statements of Cash Flows	F-4
		Notes to the Financial Statements	F-5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		13

Item 4.	Controls and Procedures.		13

PART II.

Item 1A.	Risk Factors.		13

Item 2.	Unregistered Sales Of Equity Securities and Use of Proceeds.		13

Item 6.	Exhibits.		14

Signatures			15

Exhibit Index			16

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PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

Multiplayer Online Dragon, Inc.
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars)


				December 31,		March 31,
				2010		2010
				(Unaudited)
ASSETS
Current Assets

	Cash		$	545,142	$	97,449
Total Current Assets				545,142		97,449

Other assets				-		-
Total Assets			$	545,142	$	97,449



LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
	Amount due Webprizm.com in connection
		with Joint Venture (Note 3)	$	328,997	$	-
	Accounts payable and accrued liabilities			4,183		27,600
	Due to related party			30,826		27,426
Total current liabilities				364,006		55,026

Stockholders' Equity
	Preferred stock, $0.0001 par value
		Authorized: 200,000,000 shares, none issued
	Common stock, $0.0001 par value
		Authorized: 300,000,000 shares
		Issued and outstanding:
		97,000,000 and 96,000,000 shares, respectively		9,700		9,600
	Additional paid-in capital			600,300		100,400
	Deficit accumulated during
		the development stage		(428,864)		(67,577)
Total stockholders' equity				181,136		42,423
Total Liabilities and Stockholders' Equity			$	545,142	$	97,449

See notes to financial statements.

F-1

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Multiplayer Online Dragon, Inc.
(A Development Stage Company)
Statements of Operations
(Expressed in US Dollars)
(Unaudited)


				Three		Three		Nine		Nine		Period from
				months		months		months		months		July 3, 2008
				ended		ended		ended		ended		(Inception) to
				December 31,		December 31,		December 31,		December 31,		December 31,
				2010		2009		2010		2009		2010

Revenue
	Revenue		$	-	$	-	$	-	$	-	$	-
Total Revenue				-		-		-		-		-

Costs and Expenses
	Research and development costs of
		Webprizm.com reimbursed or
		reimbursable by the Company in
		connection with Joint Venture
		(Note 3)		328,997		-		328,997		-		328,997
	General and administrative			8,774		2,939		32,290		28,995		99,867
Total Costs and Expenses				337,771		2,939		361,287		28,995		428,864
Net Loss			$	(337,771)	$	(2,939)	$	(361,287)	$	(28,995)	$	(428,864)

Net Loss per share
	Basic and diluted		$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)


Number of common shares used to
compute loss per share
	Basic and Diluted			96,116,304		80,140,872		96,038,909		80,047,120

See notes to financial statements.

F-2

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Multiplayer Online Dragon, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity
For the period July 3, 2008 (inception) to December 31, 2010
(Expressed in US Dollars)


								Deficit
								Accumulated
		Common Stock,				Additional		During the		Total
		$0.0001 Par Value				Paid-in		Development		Stockholders'
		Shares		Amount		Capital		Stage		Equity

Balance, July 3, 2008 (Inception)		-	$	-	$	-	$	-	$	-
Shares sold at $0.000125 per share
	on March 1, 2009	80,000,000		8,000		2,000		-		10,000
Net loss for the period July 3, 2008 (Inception)
	to March 31, 2009	-		-		-		(8,538)		(8,538)
Balance, March 31, 2009		80,000,000		8,000		2,000		(8,538)		1,462
Common stock sold in December 2009, January
	2010 and February 2010 at $0.00625 per share	16,000,000		1,600		98,400		-		100,000
Net loss for year ended March 31, 2010		-		-		-		(59,039)		(59,039)
Balance, March 31, 2010		96,000,000		9,600		100,400		(67,577)		42,423

Unaudited:
Common stock sold in December 2010 at $0.50
	per share	1,000,000		100		499,900		-		500,000
Net loss for the nine months
	ended December 31, 2010	-		-		-		(361,287)		(361,287)
Balance, December 31, 2010		97,000,000	$	9,700	$	600,300	$	(428,864)	$	181,136

See notes to financial statements.

F-3

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Multiplayer Online Dragon, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)

				Nine		Nine		Period from
				months		months		July 3, 2008
				ended		ended		(Inception) to
				December 31,		December 31,		December 31,
				2010		2009		2010

Cash Flows from Operating Activities
	Net loss		$	(361,287)	$	(28,995)	$	(428,864)
	Changes in operating assets and liabilities
		Amount due Webprizm.com in connection
		with Joint Venture (Note 3)		328,997		-		328,997
		Accounts payable and accrued liabilities		(23,417)		(5,093)		4,183
Net cash used for operating activities				(55,707)		(34,088)		(95,684)

Cash Flows from Investing Activities				-		-		-

Cash Flows from Financing Activities
	Loans from related party			3,400		26,826		30,826
	Proceeds from sales of common stock			500,000		81,000		610,000
Net cash provided by financing activities				503,400		107,826		640,826
Increase in cash				447,693		73,738		545,142

Cash, beginning of period				97,449		9,862		-

Cash, end of period			$	545,142	$	83,600	$	545,142


Supplemental disclosures of cash flow information:
	Interest paid		$	-	$	-	$	-
	Income taxes paid		$	-	$	-	$	-

See notes to financial statements.

F-4

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MULTIPLAYER ONLINE DRAGON, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

December 31, 2010

(Expressed in US Dollars)

(Unaudited)

1. OPERATIONS

Organization

Multiplayer Online Dragon, Inc. (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 has its executive office in The People’s Republic of China.

On December 21, 2010, as more fully discussed in Note 3, the Company entered into an Agreement to participate in a Joint Venture for the purpose of developing certain computer software programs for commercialization.

The Company is considered a development stage company as defined in Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has incurred losses totaling $428,864 for the period from July 3, 2008 (inception) to December 31, 2010. While the Company had working capital and stockholders’ equity of $181,136 at December 31, 2010, as discussed in Note 3, the Company is committed to incurring substantive Research and Development expenses in a software development joint venture. Accordingly, it is likely the Company will continue to experience significant losses in the foreseeable future, for which it will continue to be dependent upon additional funding through private placements. There is no assurance that such funding which may continue to include related party sources (see Note 5), will be available in the future. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-5

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MULTIPLAYER ONLINE DRAGON, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

December 31, 2010

(Expressed in US Dollars)

(Unaudited)

2. INTERIM FINANCIAL STATEMENTS

The unaudited financial statements as of December 31, 2010 and for the three and nine months ended December 31, 2010 and 2009 and for the period from July 3, 2008 (inception) to December 31, 2010 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, 2010 and the results of operations and cash flows for the three and six months ended December 31, 2010 and 2009 and for the period from July 3, 2008 (inception) to December 31, 2010. 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 months ended December 31, 2010 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending March 31, 2011. The balance sheet at March 31, 2010 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, 2010 as included in our report on Form 10-K filed on July 12, 2010.

3. JOINT VENTURE AGREEMENT

On December 21, 2010, the Company executed an Agreement with Webprizm.com, a Nevada corporation, (“Webprizm”) and Brenner Family Holding Corp. (“Brenner”). Webprizm is a wholly owned subsidiary of Brenner. Brenner is owned by a trust which beneficiaries include family of the Company’s current (since December 21, 2010) Chief Executive Officer.

The Agreement provides for a Joint Venture between the Company and Webprizm for the purpose of developing the Project (computer software programs known as “the webprizm system”) for commercialization. The Company agreed to incur a minimum of $10,000,000 in research and development expenses with respect to the commercialization of the Project (the “Expenditures”) on or before December 21, 2015 and Webprizm granted the Company an exclusive license to use and sublicense (with prior written consent of Webprizm) the Project and any Improvements. Net revenue from the Project (none through December 31, 2010) is to be divided equally between Webprizm and the Company within 60 days of the end of calendar year end.

F-6

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MULTIPLAYER ONLINE DRAGON, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

December 31, 2010

(Expressed in US Dollars)

(Unaudited)

The Agreement also granted the Company an Option to acquire all outstanding shares of Webprizm or its assets (exercisable only after the Expenditures have been incurred on or before December 21, 2015) in exchange for delivery of shares of Company capital stock representing 51% of all voting rights attached to all outstanding securities. The Company may decide not to exercise the Option by providing written notice to Brenner. In such event, the Joint Venture, the License, the Option, and the Agreement is to be terminated immediately.

The precise timing of when the $10,000,000 Expenditures will occur is not specified in the Agreement. However, the Company has informally agreed to periodically reimburse Webprizm for that entity's actual research and development costs incurred by it. The first payment to Webprizm was made on February 2, 2011 in the amount of $328,997 (representing Webprizm’s actual research and development costs incurred from August 17, 2009 to December 31, 2010). The Company has expensed the $328,997 as "Research and Development" in the Statement of Operations during the three months ended December 31, 2010 and reflected a liability entitled “Amount due Webprizm.com in connection with Joint Venture” of $328,997 in the balance sheet at December 31, 2010.

4. DUE TO RELATED PARTY

At December 31, 2010, the Company is indebted to the Chairman of the Company for cash advances of $30,826. The amount is unsecured, non-interest bearing and has no specific terms of repayment.

5. COMMON STOCK

Effective November 5, 2010, the Company effected an 8 for 1 forward stock split, increasing the issued and outstanding shares of common stock from 12,000,000 shares to 96,000,000 shares. All shares and per share amounts have been revised to retroactively reflect this stock split.

On March 1, 2009, the Company sold 80,000,000 shares of common stock to its president and director at a price of $0.000125 per share for cash proceeds of $10,000.

From December 2009 to February 2010, the Company sold a total of 16,000,000 shares of common stock in its public offering at a price of $0.00625 per share for total cash proceeds of $100,000.

On December 21, 2010 and December 22, 2010, the Company sold a total of 1,000,000 restricted shares of common stock (700,000 shares to the daughter of the Company’s chairman and 300,000 shares to a foreign corporation affiliated with the Brenner Family Holding Corp.) at a price of $0.50 per share for cash proceeds of $500,000.

The Company has no stock option plan and has not issued any warrants or other potentially dilutive securities.

F-7

-9-

MULTIPLAYER ONLINE DRAGON, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

December 31, 2010

(Expressed in US Dollars)

(Unaudited)

6. INCOME TAXES

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. At December 31, 2010, the Company has a net operating loss carryforward of $428,864, which expires $8,538 in 2029, $59,039 in 2030 and $361,287 in 2031. 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, 2010			March 31, 2010
Net operating loss carryforward	$	150,102		$	23,652
Valuation allowance		(150,102	)		(23,652	)
Net deferred tax assets	$	-		$	-

For the nine months ended December 31, 2010 and 2009 and for the period July 3, 2008 (inception) to December 31, 2010, 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%

7. COMMITMENTS AND CONTINGENCIES

As more fully discussed in Note 3, the Company executed an Agreement on December 21, 2010 to provide $10,000,000 to a Joint Venture on or before December 21, 2015. There is no assurance that the Company will have sufficient funds to meet this commitment.

F-8

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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 80,000,000 post-split 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 completed the software programming to run the search engine and designed the functional prototype. We plan to put this bid out to its subcontractor programmers in China and other countries and begin private online beta testing.

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 social search engine. We intend to accomplish the foregoing through the following milestones:

Begin limited online “locked” beta testing. Completion date is estimated by October 2010. Finalize any changes in the design and public launch. Completion date is estimated by December 2010. This is complete. Second stage beta testing to Users and Advertisers is underway and is estimated to complete March 2011.

-11-

Our marketing program will include our website promotion and personal selling. Our president, Mr. Brenner, will do personal selling initially and may hire contractors and agencies skilled in relevant marketing. He will be responsible for all phases of our operations. We have budgeted between $25,000 and $55,000 for marketing. Marketing will commence as soon as our beta testing is completed.

3.	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 10 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

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 80,000,000 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, 2010, our total assets were $545,142 comprised only of cash and our total liabilities were $364,006.

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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, 2010 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. UNREGISTERED SALES OF EQUITY 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. In December 2010, we sold 16,000,000 post-split shares of our common stock at an offering price of $0.05 per share and raise $100,000. Since then, we have used the proceeds as follows:

Consulting Services		$	1,120
Design and Engineering		$	0
Market Feasibility		$	0
Prototype development		$	0
Foreign Legal		$	11,278
Telephone		$	0
Transfer agent		$	14,276
Accounting		$	5,429
Office Equipment		$	187

	TOTAL	$	32,290

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ITEM 6.

EXHIBITS.

The following documents are included herein:

		Incorporated by reference
Exhibit	Document Description	Form	Date	Number	Filed herewith
3.1	Articles of Incorporation.	S-1	6/11/09	3.1

3.2	Bylaws.	S-1	6/11/09	3.2

4.1	Specimen Stock Certificate.	S-1	6/11/09	4.1

10.1	Trust Agreement.	S-1	6/11/09	10.1

14.1	Code of Ethics.	10-K	7/12/10	14.1

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X

99.2	Audit Committee Charter.	10-K	7/12/10	99.2

99.3	Disclosure Committee Charter.	10-K	7/12/10	99.3

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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 18th day of February, 2011.

	MULTIPLAYER ONLINE DRAGON INC.
	(the “Registrant”)

	BY:	WALTER BRENNER
		Walter Brenner
		President, President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer and a member of the Board of Directors

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EXHIBIT INDEX

		Incorporated by reference
Exhibit	Document Description	Form	Date	Number	Filed herewith
3.1	Articles of Incorporation.	S-1	6/11/09	3.1

3.2	Bylaws.	S-1	6/11/09	3.2

4.1	Specimen Stock Certificate.	S-1	6/11/09	4.1

10.1	Trust Agreement.	S-1	6/11/09	10.1

14.1	Code of Ethics.	10-K	7/12/10	14.1

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X

99.2	Audit Committee Charter.	10-K	7/12/10	99.2

99.3	Disclosure Committee Charter.	10-K	7/12/10	99.3

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