NaturalShrimp Inc - Quarter Report: 2010 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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)
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 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
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[ ]
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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 [X] NO [ ]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 12,000,000 as of August 13, 2010.
PART I – FINANCIAL INFORMATION
ITEM 1.
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FINANCIAL STATEMENTS
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Multiplayer Online Dragon, Inc.
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||||||
(A Development Stage Company)
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||||||
Balance Sheets
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||||||
(Expressed in US Dollars)
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||||||
June 30,
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March 31,
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|||||
2010
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2010
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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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$ | 65,799 | $ | 97,449 | ||
Total Current Assets
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65,799 | 97,449 | ||||
Total Assets
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$ | 65,799 | $ | 97,449 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||
Current Liabilities
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||||||
Accounts payable and accrued liabilities
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$ | 9,480 | $ | 27,600 | ||
Due to related party
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27,426 | 27,426 | ||||
Total current liabilities
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36,906 | 55,026 | ||||
Stockholders' Equity
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||||||
Preferred stock, $0.0001 par value
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||||||
Authorized: 200,000,000 shares, none issued
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- | - | ||||
Common stock, $0.0001 par value
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||||||
Authorized: 300,000,000 shares
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||||||
Issued and outstanding:
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||||||
12,000,000 and 12,000,000 shares, respectively
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1,200 | 1,200 | ||||
Additional paid-in capital
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108,800 | 108,800 | ||||
Deficit accumulated during
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||||||
the development stage
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(81,107 | ) | (67,577 | ) | ||
Total stockholders' equity
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28,893 | 42,423 | ||||
Total Liabilities and Stockholders' Equity
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$ | 65,799 | $ | 97,449 | ||
See notes to financial statements.
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F-1
-2-
Multiplayer Online Dragon, Inc.
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||||||||||||
(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 July
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||||||||||||
3, 2008 | ||||||||||||
Three months
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Three months
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(Inception) to
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||||||||||
ended June 30,
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ended June 30,
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June 30,
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||||||||||
2010
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2009
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2010 | ||||||||||
Revenue
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||||||||||||
Revenue
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$ | - | $ | - | $ | - | ||||||
Total Revenue
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- | - | - | |||||||||
Expenses
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||||||||||||
General and administrative
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13,530 | 15,926 | 81,107 | |||||||||
Total Costs and Expenses
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13,530 | 15,926 | 81,107 | |||||||||
Net Loss
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$ | (13,530 | ) | $ | (15,926 | ) | $ | (81,107 | ) | |||
Net Loss per share
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||||||||||||
Basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Number of common shares used to
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||||||||||||
compute loss per share
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||||||||||||
Basic and Diluted
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12,000,000 | 10,000,000 | ||||||||||
See notes to financial statements.
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F-2
-3-
Multiplayer Online Dragon, Inc.
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||||||||||
(A Development Stage Company)
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||||||||||
Statements of Stockholders' Equity
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||||||||||
For the period July 3, 2008 (inception) to June 30, 2010
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||||||||||
(Expressed in US Dollars)
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||||||||||
Deficit
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||||||||||
Accumulated
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||||||||||
Common Stock, $0.0001
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Additional
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During the
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Total
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|||||||
Par Value
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Paid-in
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Development
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Stockholder's
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|||||||
Shares
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Amount
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Capital
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Stage
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Equity
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||||||
Balance, July 3, 2008 (Inception)
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-
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$
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-
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$
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-
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$
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-
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$
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-
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Shares sold at $0.001 per share
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||||||||||
on March 1, 2009
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10,000,000
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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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-
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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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|||||
Common stock sold in December 2009, January
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||||||||||
2010 and February 2010 at $0.05 per share
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2,000,000
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200
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99,800
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-
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100,000
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|||||
Net loss for year ended March 31, 2010
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-
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-
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-
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(59,039)
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(59,039)
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|||||
Balance, March 31, 2010
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12,000,000
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1,200
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108,800
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(67,577)
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42,423
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|||||
Unaudited:
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||||||||||
Net loss for the three months
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||||||||||
ended June 30, 2010
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-
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-
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-
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(13,530)
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(13,530)
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Balance, June 30, 2010
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12,000,000
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$
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1,200
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$
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108,800
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$
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(81,107)
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$
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28,893
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See notes to financial statements.
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F-3
-4-
Multiplayer Online Dragon, Inc.
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|||||||||
(A Development Stage Company)
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|||||||||
Statements of Cash Flows
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|||||||||
(Expressed in US Dollars)
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|||||||||
(Unaudited)
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|||||||||
Period from
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|||||||||
July 3, 2008
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|||||||||
Three months
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Three months
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(Inception) to
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|||||||
ended June 30,
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ended June 30,
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June 30,
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|||||||
2010
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2009
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2010
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Cash Flows from Operating Activities
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|||||||||
Net income (loss)
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(13,530)
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$
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(15,926)
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$
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(81,107)
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||||
Changes in operating assets and liabilities
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|||||||||
Accounts payable and accrued liabilities
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(18,120)
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676
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9,480
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||||||
Net cash provided by (used for) operating activities
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(31,650)
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(15,250)
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(71,627)
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Cash Flows from Financing Activities
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|||||||||
Loans from related party
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-
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15,000
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27,426
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||||||
Proceeds from sales of common stock
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-
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-
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110,000
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||||||
Net cash provided by (used for) financing activities
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-
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15,000
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137,426
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||||||
Increase (decrease) in cash
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(31,650)
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(250)
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65,799
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||||||
Cash, beginning of period
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97,449
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9,862
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-
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||||||
Cash, end of period
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$
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65,799
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$
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9,612
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$
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65,799
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|||
Supplemental disclosures of cash flow information:
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|||||||||
Interest paid
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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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|||
Income taxes paid
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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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|||
See notes to financial statements.
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F-4
-5-
MULTIPLAYER ONLINE DRAGON, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
June 30, 2010
(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.
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. At June 30, 2010, the Company had cash of $65,799 and working capital and stockholders’ equity of $28,893. Further, the Company has incurred a net loss of $81,107 for the period from July 3, 2008 (inception) to June 30, 2010. 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.
2.
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INTERIM FINANCIAL STATEMENTS
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The unaudited financial statements as of June 30, 2010 and for the three months ended June 30, 2010 and 2009 and for the period from July 3, 2008 (inception) to June 30, 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 June 30, 2010 and the results of operations and cash flows for periods ended June 30, 2010 and 2009 and for the period from July 3, 2008 (inception) to June 30, 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 months ended June 30, 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.
F-5
-6-
MULTIPLAYER ONLINE DRAGON, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
June 30, 2010
(Expressed in US Dollars)
(Unaudited)
3.
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DUE TO RELATED PARTY
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At June 30, 2010, the Company is indebted to the President of the Company for cash advances of $27,426. The amount is unsecured, non-interest bearing and has no specific terms of repayment.
4.
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COMMON STOCK
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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.
From December 2009 to February 2010, the Company sold a total of 2,000,000 shares of common stock in its public offering at a price of $0.05 per share for total cash proceeds of $100,000.
The Company has no stock option plan and has not issued any warrants or other potentially dilutive securities.
5.
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INCOME TAXES
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Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. At June 30, 2010, the Company has a net operating loss carryforward of $81,107, which expires $8,538 in 2029, $59,039 in 2030 and $13,530 in 2031. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
The components of the net deferred tax asset are as follows:
June 30, 2010
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March 31, 2010
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|||||||
Net operating loss carryforword
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$ | 28,387 | $ | 23,652 | ||||
Valuation allowance
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(28,387 | ) | (23,652 | ) | ||||
Net deferred tax assets
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$ | - | $ | - |
For the three months ended June 30, 2010 and 2009 and for the period July 3, 2008 (inception) to June 30, 2010, a reconciliation of the statutory tax rate to the effective tax rate follows:
Statutory tax rate
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35 | % | ||
Increase in valuation allowance
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(35 | %) | ||
Effective tax rate
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0 | % |
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.
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 search engine. We intend to accomplish the foregoing through the following milestones:
1.
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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.
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2.
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Our marketing program will include our website promotion and personal selling. Our president, Mr. Deng, 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 $5,000 and $15,000 for marketing. Marketing will commence as soon as our beta testing is completed.
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3.
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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.
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-8-
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
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 June 30, 2010, our total assets were $65,799 comprised only of cash and our total liabilities were $36,906.
ITEM 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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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.
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CONTROLS AND PROCEDURES.
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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.
-9-
PART II. OTHER INFORMATION
ITEM 1A.
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RISK FACTORS
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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. As of the date of this report, we have not sold any shares of common stock.
ITEM 6.
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EXHIBITS.
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The following documents are included herein:
Incorporated by reference
|
|||||
Exhibit
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Document Description
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Form
|
Date
|
Number
|
Filed herewith
|
3.1
|
Articles of Incorporation.
|
S-1
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6/11/09
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3.1
|
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3.2
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Bylaws.
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S-1
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6/11/09
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3.2
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4.1
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Specimen Stock Certificate.
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S-1
|
6/11/09
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4.1
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10.1
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Trust Agreement.
|
S-1
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6/11/09
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10.1
|
|
14.1
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Code of Ethics.
|
10-K
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7/12/10
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14.1
|
|
31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
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|||
32.1
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
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|||
99.2
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Audit Committee Charter.
|
10-K
|
7/12/10
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99.2
|
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99.3
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Disclosure Committee Charter.
|
10-K
|
7/12/10
|
99.3
|
-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 August, 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
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
|
-12-