NaturalShrimp Inc - Quarter Report: 2013 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[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 SEPTEMBER 30, 2013
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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)
3414 Pino Circle
Las Vegas, NV 89121
(Address of principal executive offices, including zip code.)
(702) 350-8132
(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.
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Large Accelerated Filer
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Accelerated Filer
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Non-accelerated Filer
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Smaller Reporting Company
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[X]
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(Do not check if smaller reporting company)
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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:
97,000,000 as of November 5, 2013.
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Page
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Financial Statements.
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3
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Financial Statements:
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3
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4
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5
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6
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7
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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11
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Quantitative and Qualitative Disclosures About Market Risk.
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12
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Controls and Procedures.
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12
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Risk Factors.
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12
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Exhibits.
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13
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14
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15
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MULTIPLAYER ONLINE DRAGON INC.
(A Development Stage Company)
(Expressed in United States Dollars)
(Unaudited)
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Note
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September 30,
2013
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March 31,
2013
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$
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$
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(Unaudited)
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(Audited)
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ASSETS
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CURRENT
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Cash
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64,391
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85,434
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TOTAL ASSETS
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64,391
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85,434
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LIABILITIES
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CURRENT
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Accounts Payable and Accrued Liabilities
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2,150
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13,970
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Due to Administrative Services Company
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4
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15,000
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15,000
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TOTAL CURRENT LIABILITIES
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17,150
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28,970
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Due to Related Party
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5
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39,866
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32,632
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TOTAL LIABILITIES
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57,016
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61,602
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STOCKHOLDERS’ EQUITY
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Preferred Stock, $0.0001 par value
Authorized: 200,000,000 shares, none issued
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-
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-
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Common Stock, $0.0001 par value; Authorized: 300,000,000 shares
Issued and Outstanding: 2013 – 97,000,000 shares; 2012 –
97,000,000 shares
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6
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9,700
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9,700
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Additional Paid In Capital
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600,300
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600,300
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Deficit
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(602,625)
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(586,168)
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TOTAL STOCKHOLDERS’ EQUITY
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7,375
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23,832
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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64,391
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85,434
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Nature and Continuance of Operations (Note 1)
Commitment (Note 8)
The accompanying notes are an integral part of these financial statements.
MULTIPLAYER ONLINE DRAGON INC.
(A Development Stage Company)
Statements of Changes in Stockholders’ Equity
For the Period July 3, 2008 (Inception) to September 30, 2013
(Expressed in United States Dollars)
(Unaudited)
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Note
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Number of Common Shares
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Share
Capital
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Additional
Paid-In Capital
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Deficit
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Total
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$
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$
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$
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$
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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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Common stock sold in March 2009 at
$0.000125 per share
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6(a)
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80,000,000
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8,000
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2,000
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-
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10,000
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Net loss for the period
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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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80,000,000
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8,000
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2,000
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(8,538)
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1,462
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Common stock sold in December 2009,
January and February 2010 at
$0.00625 per share
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6(b)
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16,000,000
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1,600
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98,400
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-
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100,000
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Net loss for the year
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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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6(c)
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96,000,000
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9,600
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100,400
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(67,577)
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42,423
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Common stock sold in December 2010
at $0.50 per share
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6(d)
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1,000,000
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100
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499,900
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-
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500,000
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Net loss for the year
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-
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(389,742)
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(389,742)
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Balance, March 31, 2011
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97,000,000
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9,700
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600,300
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(457,319)
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152,681
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Net loss for the year
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-
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(74,121)
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(74,121)
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Balance, March 31, 2012
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97,000,000
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9,700
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600,300
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(531,440)
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78,560
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Net loss for the year
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-
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(54,728)
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(54,728)
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Balance, March 31, 2013
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6(e)
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97,000,000
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9,700
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600,300
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(586,168)
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23,832
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Net loss for the six months
ended September 30, 2013
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-
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(16,457)
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(16,457)
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Balance, September 30, 2013
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97,000,000
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9,700
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600,300
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(602,625)
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7,375
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The accompanying notes are an integral part of these financial statements.
MULTIPLAYER ONLINE DRAGON INC.
(A Development Stage Company)
(Expressed in United States Dollars)
(Unaudited)
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Three Months
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Three Months
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Six Months
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Six Months
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Ended
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Ended
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Ended
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Ended
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September 30,
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September 30,
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September 30,
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September 30,
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2013
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2012
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2013
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2012
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$
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$
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$
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$
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EXPENSES
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Accounting and Audit (Recovery)
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(70)
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1,034
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1,530
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4,573
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General and Administrative
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1,650
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1,705
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6,284
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6,247
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Legal
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4,268
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1,760
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8,643
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5,513
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NET AND COMPREHENSIVE LOSS
FOR THE PERIOD
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(5,848)
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(4,499)
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(16,457)
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(16,333)
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NET LOSS PER SHARE –
BASIC AND DILUTED
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(0.00)
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(0.00)
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(0.00)
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(0.00)
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WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING –
BASIC AND DILUTED
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97,000,000
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97,000,000
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97,000,000
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97,000,000
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The accompanying notes are an integral part of these financial statements.
MULTIPLAYER ONLINE DRAGON INC.
(A Development Stage Company)
(Expressed in United States Dollars)
(Unaudited)
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Three Months
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Three Months
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Six Months
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Six Months
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Ended
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Ended
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Ended
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Ended
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September 30,
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September 30,
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September 30,
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September 30,
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2013
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2012
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2013
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2012
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$
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$
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$
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$
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CASH WAS PROVIDED BY (USED IN)
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OPERATING ACTIVITIES
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Net Loss for the Period
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(5,848)
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(4,499)
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(16,457)
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(16,333)
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Change in Operating Assets and Liabilities:
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Accounts Payable and Accrued Liabilities
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(12,945)
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(7,462)
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(11,820)
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(9,100)
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(18,793)
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(11,961)
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(28,277)
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(25,433)
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FINANCING ACTIVITIES
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Loan from Related Party
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(600)
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-
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7,234
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-
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(600)
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-
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7,234
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-
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(DECREASE) INCREASE IN CASH
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(19,393)
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(11,961)
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(21,043)
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(25,433)
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Cash, Beginning of the Period
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83,784
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108,509
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85,434
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121,981
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CASH, END OF THE PERIOD
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64,391
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96,548
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64,391
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96,548
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NON-CASH FINANCIAL ACTIVITY:
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Payment of Retainer to Law Firm
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-
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-
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-
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-
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The accompanying notes are an integral part of these financial statements.
MULTIPLAYER ONLINE DRAGON INC.
(A Development Stage Company)
September 30, 2013
(Expressed in United States Dollars)
(Unaudited)
NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS
Multiplayer Online Dragon, Inc. (the “Company”) was incorporated in the State of Nevada in the United States on July 3, 2008. The principal activity of the Company is planned to be designing, hosting, and marketing collaborative internet search communications systems. 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.
These 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 $602,625 for the period from July 3, 2008 (inception) to September 30, 2013. While the Company had working capital of $47,241 as at September 30, 2013, the Company is committed to incurring substantive research and development expenses in a software development joint venture (Note 3). 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 (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.
NOTE 2 – INTERIM FINANCIAL STATEMENTS
The unaudited interim financial statements as of September 30, 2013 and for the six months ended September 30, 2013 and 2012 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 September 30, 2013 and the results of operations and cash flows for periods ended September 30, 2013 and 2012. 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 six ended September 30, 2013 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending March 31, 2014. The balance sheet at March 31, 2013 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 year ended March 31, 2013 as included in our report on Form 10-K filed on July 10, 2013.
NOTE 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 former (from December 21, 2010 to July 12, 2012) Chief Executive Officer.
MULTIPLAYER ONLINE DRAGON INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2013
(Expressed in United States Dollars)
(Unaudited)
NOTE 3 – JOINT VENTURE AGREEMENT (Continued)
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 September 30, 2013) is to be divided equally between Webprizm and the Company within 60 days of the end of calendar year end.
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 the Company 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 are to be terminated immediately.
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 expensed the $328,997 as research and development costs in the fiscal year March 31, 2011.
NOTE 4 – DUE TO ADMINISTRATIVE SERVICES COMPANY
On March 25, 2011, Magnus Management (2006) Ltd. (an administrative services company) advanced $15,000 on behalf of the Company to the Company’s law firm in connection with the Company’s planned public offering. The $15,000 advance due to Magnus is non-interest bearing, unsecured, and due on demand.
NOTE 5 – DUE TO RELATED PARTY
At September 30, 2013, the Company is indebted to the former Chairman of the Company (resigned effective August 5, 2011) for cash advances and expenses paid of $39,866 (March 31, 2013 - $32,632). The amount is unsecured, non-interest bearing, has no specific terms of repayment, and will not be demanded within the following fiscal year.
NOTE 6 – COMMON STOCK
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a)
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On March 1, 2009, the Company sold 80,000,000 shares of common stock to its then president and director at a price of $0.000125 per share for cash proceeds of $10,000.
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b)
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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.
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c)
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Effective November 5, 2010, the Company completed 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.
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MULTIPLAYER ONLINE DRAGON INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2013
(Expressed in United States Dollars)
(Unaudited)
NOTE 6 – COMMON STOCK (Continued)
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d)
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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 former chairman and 300,000 shares to a foreign corporation affiliated with Brenner) at a price of $0.50 per share for cash proceeds of $500,000.
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e)
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The Company has no stock option plan and has not issued any warrants or other potentially dilutive securities.
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NOTE 7 – INCOME TAXES
Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
The components of the net deferred tax asset are as follows:
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September 30,
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March 31,
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2013
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2013
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$
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$
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Deferred Tax Assets
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Non-Capital Losses Carry-Forward
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210,919
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205,159
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Valuation Allowance
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(210,919)
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(205,159)
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Net Deferred Tax Assets
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-
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-
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For the period ended September 30, 2013 and March 31, 2013, a reconciliation of the statutory tax rate to the effective tax rate is as follows:
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Statutory Tax Rate
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35%
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Increase in Valuation Allowance
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(35%)
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Effective Tax Rate
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0%
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Potential benefits of income tax losses are not recognized until realization is more likely than not. As at September 30, 2013, the Company has a net operating loss carry-forward of $602,625 which may be applied to reduce future taxable income in the United States. The net operating losses expire as follows:
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$
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2029
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8,538
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2030
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59,039
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2031
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389,742
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2032
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74,121
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2033
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54,728
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2034
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16,457
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602,625
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MULTIPLAYER ONLINE DRAGON INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2013
(Expressed in United States Dollars)
(Unaudited)
NOTE 8 – COMMITMENT
Joint Venture Agreement
As 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.
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.
Results of Operations
On March 1, 2009, we sold 80,000,000 post-split restricted shares of common stock to Yuan Kun Deng, our former 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.
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.
For the six months ended September 30, 2013 as compared to September 30, 2012
During the six months ended September 30, 2013, we had a loss of $16,457 versus a loss of $16,333 for the six months ended September 30, 2012. The loss for both periods relates mainly to general administrative and filing expenses.
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 former president and a member of the board of directors, in consideration of $10,000.
At the present time, we have not made any arrangements to raise additional cash and we have no other financing plans.
As of September 30, 2013, our total assets were $64,391 comprised only of cash and our total liabilities were $57,016.
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.
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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 was no change in our internal control over financial reporting during the quarter ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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.
The following documents are included herein:
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Incorporated by reference
|
Filed
|
||||
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
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
|
Agreement with WebPrizm.com.
|
8-K
|
12/23/10
|
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
|
|||
|
|
|||||
|
99.1
|
Audit Committee Charter.
|
10-K
|
7/12/10
|
99.2
|
|
|
|
|||||
|
99.2
|
Disclosure Committee Charter.
|
10-K
|
7/12/10
|
99.3
|
|
|
|
|||||
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|
|||||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|
|||||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|
|||||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|
|||||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|
|||||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
|||
Pursuant to the requirements of the Securities Exchange Act of 1934, this registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 7th day of November, 2013.
|
MULTIPLAYER ONLINE DRAGON INC.
|
||
|
(the “Registrant”)
|
||
|
|
||
|
BY:
|
FRANK UNDERHILL, SR.
|
|
|
Frank Underhill, Sr.
|
||
|
President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer and a member of the Board of Directors
|
||
|
Incorporated by reference
|
Filed
|
||||
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
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
|
Agreement with WebPrizm.com.
|
8-K
|
12/23/10
|
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
|
|||
|
|
|||||
|
99.1
|
Audit Committee Charter.
|
10-K
|
7/12/10
|
99.2
|
|
|
|
|||||
|
99.2
|
Disclosure Committee Charter.
|
10-K
|
7/12/10
|
99.3
|
|
|
|
|||||
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|
|||||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|
|||||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|
|||||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|
|||||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|
|||||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
|||
-15-