10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012
	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, Washington 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]
(Do not check if smaller reporting company)

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: 97,000,000 as of November 12, 2012.

TABLE OF CONTENTS

			Page
	PART I.
Item 1.	Financial Statements.		3
	Financial Statements:
		Balance Sheets	3
		Statements of Operations	4
		Statements of Stockholders’ Equity	5
		Statements of Cash Flows	6
		Notes to the Financial Statements	7
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

-2-

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Multiplayer Online Dragon, Inc.

(A Development Stage Company)

Balance Sheets

(Expressed in US Dollars)

					September 30,		March 31,
					2012		2012
					(Unaudited)
ASSETS
Current Assets
	Cash			$	96,548	$	121,981
Total Current Assets					96,548		121,981
	Deferred offering costs				15,000		15,000
Total Assets				$	111,548	$	136,981
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
	Accounts payable and accrued liabilities			$	3,495	$	12,595
	Due to administrative services company				15,000		15,000
	Due to related party				30,826		30,826
Total current liabilities					49,321		58,421
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 97,000,000 shares, respectively		9,700		9,700
	Additional paid-in capital				600,300		600,300
	Deficit accumulated during the development stage				(547,773)		(531,440)
Total stockholders’ equity					62,227		78,560
Total Liabilities and Stockholders’ Equity				$	111,548	$	136,981

See notes to financial statements.

-3-

Multiplayer Online Dragon, Inc.

(A Development Stage Company)

Statements of Operations

(Expressed in US Dollars)

(Unaudited)

			Three months ended September 30,		Three months ended September 30,		Six months ended September 30,		Six months ended September 30,		Period from July 3, 2008 (Inception) to September 30,
			2012		2011		2012		2011		2012
Revenue
	Revenue	$	-	$	-	$	-	$	-	$	-
Total Revenue			-		-		-		-		-
Expenses
	Research and development costs of Webprizm.com reimbursed or reimbursable by the Company in connection with Joint Venture (Note 3)		-		2,704		-		2,704		328,997
	General and administrative		4,499		9,157		16,333		31,080		218,776
Total Costs and Expenses			4,499		11,861		16,333		33,784		547,773
Net Loss		$	(4,499)	$	(11,861)	$	(16,333)	$	(33,784)	$	(547,773)
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		97,000,000		97,000,000		97,000,000		97,000,000

See notes to financial statements.

-4-

Multiplayer Online Dragon, Inc.

(A Development Stage Company)

Statements of Stockholders’ Equity

For the period July 3, 2008 (inception) to September 30, 2012

(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
Common stock sold in December 2010
	at $0.50 per share	1,000,000		100		499,900		-		500,000
Net loss for year ended March 31, 2010		-		-		-		(389,742)		(389,742)
Balance, March 31, 2011		97,000,000		9,700		600,300		(457,319)		152,681
Net loss for year ended March 31, 2011		-		-		-		(74,121)		(74,121)
Balance, March 31, 2012		97,000,000		9,700		600,300		(531,440)		78,560
Unaudited:
Net loss for the six months ended September 30, 2012		-		-		-		(16,333)		(16,333)
Balance, September 30, 2012		97,000,000	$	9,700	$	600,300	$	(547,773)	$	62,227

See notes to financial statements.

-5-

Multiplayer Online Dragon, Inc.

(A Development Stage Company)

Statements of Cash Flows

(Expressed in US Dollars)

(Unaudited)

				Six months ended September 30,		Six months ended September 30,		Period from July 3, 2008 (Inception) to September 30,
				2012		2011		2012
Cash Flows from Operating Activities
	Net loss		$	(16,333)	$	(33,784)	$	(547,773)
	Changes in operating assets and liabilities
		Accounts payable and accrued liabilities		(9,100)		(5,120)		3,495
Net cash provided by (used for) operating activities				(25,433)		(38,904)		(544,278)
Cash Flows from Financing Activities
	Loans from related party			-		-		30,826
	Proceeds from sales of common stock			-		-		610,000
Net cash provided by (used for) financing activities				-		-		640,826
Increase (decrease) in cash				(25,433)		(38,904)		96,548
Cash, beginning of period				121,981		191,627		-
Cash, end of period			$	96,548	$	152,723	$	96,548
Supplemental disclosures of cash flow information:
	Interest paid		$	-	$	-	$	-
	Income taxes paid		$	-	$	-	$	-
Non-cash Financing Activity:
	Payment of retainer to law firm by
	administrative services company		$	-	$	-	$	15,000

See notes to financial statements.

-6-

MULTIPLAYER ONLINE DRAGON, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

September 30, 2012

(Expressed in US Dollars)

1.   OPERATIONS

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.

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.

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 $547,773 for the period from July 3, 2008 (inception) to September 30, 2012. While the Company had working capital of $47,227 at September 30, 2012, 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.

2. INTERIM FINANCIAL STATEMENTS

The unaudited financial statements as of September 30, 2012 and for the three and six months ended September 30, 2012 and 2011 and for the period from July 3, 2008 (inception) to September 30, 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, 2012 and the results of operations and cash flows for periods ended September 30, 2012 and 2011 and for the period from July 3, 2008 (inception) to September 30, 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 three and six months ended September 30, 2012 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending March 31, 2013.  The balance sheet at March 31, 2012 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, 2012 as included in our report on Form 10-K filed on June 29, 2012.

-7-

MULTIPLAYER ONLINE DRAGON, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

September 30, 2012

(Expressed in US Dollars)

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 whose beneficiaries include family of the Company’s former (from December 21, 2010 to July 12, 2012) 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 September 30, 2012) 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 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 expensed the $328,997 as “Research and Development” in the Statement of Operations during the three months ended December 31, 2010.

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 (see Note 8). The $15,000 advance due Magnus does not bear interest and is due on demand.

5.         DUE TO RELATED PARTY

At March 31, 2012 and September 30, 2012, the Company was indebted to the former Chairman of the Company (resigned effective August 5, 2011) for cash advances of $30,826. The amount is unsecured, non-interest bearing and has no specific terms of repayment.

-8-

MULTIPLAYER ONLINE DRAGON, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

September 30, 2012

(Expressed in US Dollars)

6.         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 then 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 former 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.

7.         INCOME TAXES

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. At September 30, 2012, the Company has a net operating loss carryforward of $547,773, which expires $8,538 in 2029, $59,039 in 2030, $389,742 in 2031, $74,121 in 2032, and $16,333 in 2033. 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:

		September 30, 2012		March 31, 2011
Net operating loss carryforword	$	191,721	$	186,004
Valuation allowance		(191,721)		(186,004)
Net deferred tax assets	$	-	$	-

For the six months ended September 30, 2012 and 2011 and for the period July 3, 2008 (inception) to September 30, 2012, 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%

-9-

MULTIPLAYER ONLINE DRAGON, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

September 30, 2012

(Expressed in US Dollars)

8.         COMMITMENTS AND CONTINGENCIES

Joint Venture Agreement

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.

Planned Public Offering

On March 24, 2011, the Company executed an engagement letter agreement with its law firm to prepare and file a Form S-1 registration statement with the SEC in connection with the Company’s planned public offering of up to 3,000,000 shares of its common stock at a price of $0.50 per share. The agreement provides for total payments of $25,000 to the law firm, $15,000 upon execution of the agreement ($15,000 was paid March 25, 2011; see Note 4) and the balance when the Form S-1 registration statement is declared effective by the SEC.

To date, the company has not filed any Form S-1 for the public offering and is reconsidering such plans.

-10-

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 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.

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.

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 three months ended September 30, 2012 as compared to September 30, 2011

During the three months ended September 30, 2012, we had a loss of $4,499 versus a loss of $11,861 for the three months ended September 30, 2011. The decrease was due to the decrease in professional fees and in research and development costs of Webprizm.com in 2012.

For the six months ended September 30, 2012 as compared to September 30, 2011

During the six months ended September 30, 2012, we had a loss of $16,333 versus a loss of $33,784 for the six months ended September 30, 2011. The decrease was majorly attributed to the decrease of general and administrative expenses in 2012.

-11-

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:

1.	Begin limited online “locked” beta testing. Completion date was estimated by October 2012. Finalize any changes in the design and public launch. Completion date is estimated by December 2012. This is complete. Second stage beta testing to Users and Advertisers is underway and is estimated to complete March 2013.
2.	Our marketing program will include our website promotion and personal selling. We will do personal selling initially and may hire contractors and agencies skilled in relevant marketing. 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 15 months from the date of this report.

Limited Operating History; Need for Additional Capital

We have no current or historical operations or product. There is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we have to be able to attract customers and generate revenues. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Liquidity and Capital Resources

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 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 September 30, 2012, our total assets were $111,548 comprised of $96,548 in cash and $15,000 in deferred offering costs, our total liabilities were $49,321.

-12-

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 September 30, 2012 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 a post-split offering price of $0.00625 per share and raised $100,000. Since then, we have used the proceeds as follows:

Consulting Services		$	18,176
Design and Engineering		$	0
Market Feasibility		$	0
Prototype development		$	0
Legal		$	28,497
Telephone		$	0
Transfer agent		$	20,708
Accounting		$	25,231
Research and Development		$	2,704
Office Equipment		$	187
Other		$	8
	TOTAL	$	95,511

-13-

ITEM 6. EXHIBITS.

The following documents are included herein:

		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	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
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

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SIGNATURES

           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 13th day of November, 2012.

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

-15-

EXHIBIT INDEX

		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	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
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

-16-

EX-31.1

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Frank Underhill, Sr., certify that:

1.	I have reviewed this Form 10-Q for the period ended September 30, 2012 of MultiPlayer Online Dragon Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:     November 13, 2012	FRANK UNDERHILL, SR.
	Frank Underhill, Sr.
	Principal Executive Officer and Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MultiPlayer Online Dragon Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “report”), I, Frank Underhill, Sr., Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 13th day of November, 2012.

FRANK UNDERHILL, SR.

Frank Underhill, Sr.

Chief Executive Officer and Chief Financial Officer

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3. JOINT VENTURE AGREEMENT

3 Months Ended

Sep. 30, 2012

Interest in Unincorporated Joint Ventures or Partnerships, Policy [Policy Text Block]

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 whose beneficiaries include family of the Company’s former (from December 21, 2010 to July 12, 2012) 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 September 30, 2012) 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 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 expensed the $328,997 as “Research and Development” in the Statement of Operations during the three months ended December 31, 2010.

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2.INTERIM FINANCIAL STATEMENTS

3 Months Ended

Sep. 30, 2012

Significant Accounting Policies [Text Block]

2. INTERIM FINANCIAL STATEMENTS

The unaudited financial statements as of September 30, 2012 and for the three and six months ended September 30, 2012 and 2011 and for the period from July 3, 2008 (inception) to September 30, 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, 2012 and the results of operations and cash flows for periods ended September 30, 2012 and 2011 and for the period from July 3, 2008 (inception) to September 30, 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 three and six months ended September 30, 2012 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending March 31, 2013.  The balance sheet at March 31, 2012 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, 2012 as included in our report on Form 10-K filed on June 29, 2012.

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Balance Sheets (USD $)	Sep. 30, 2012	Mar. 31, 2012
Current Assets
Cash	$ 96,548	$ 121,981
Total Current Assets	96,548	121,981
Deferred offering costs	15,000	15,000
Total Assets	111,548	136,981
Current Liabilities
Accounts payable and accrued liabilities	3,495	12,595
Due to administrative services company	15,000	15,000
Due to related party	30,826	30,826
Total current liabilities	49,321	58,421
Issued and outstanding:
97,000,000 and 97,000,000 shares, respectively	9,700	9,700
Additional paid-in capital	600,300	600,300
Deficit accumulated during the development stage	(547,773)	(531,440)
Total stockholders’ equity	62,227	78,560
Total Liabilities and Stockholders’ Equity	$ 111,548	$ 136,981

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Statements of Cash Flows (USD $)	6 Months Ended		51 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Cash Flows from Operating Activities
Net loss	$ (16,333)	$ (33,784)	$ (547,773)
Changes in operating assets and liabilities
Accounts payable and accrued liabilities	(9,100)	(5,120)	3,495
Net cash provided by (used for) operating activities	(25,433)	(38,904)	(544,278)
Cash Flows from Financing Activities
Loans from related party			30,826
Proceeds from sales of common stock			610,000
Net cash provided by (used for) financing activities			640,826
Increase (decrease) in cash	(25,433)	(38,904)	96,548
Cash, beginning of period	121,981	191,627
Cash, end of period	96,548	152,723	96,548
Non-cash Financing Activity:
administrative services company			$ 15,000

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7. INCOME TAXES (Detail) - Net Deferred Tax Assets (USD $)	Jun. 30, 2033	Jun. 30, 2032	Jun. 30, 2031	Jun. 30, 2030	Jun. 30, 2029	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2011
Net operating loss carryforword	$ 16,333	$ 74,121	$ 389,742	$ 59,039	$ 8,538	$ 191,721	$ 547,773	$ 186,004
Valuation allowance						$ (191,721)		$ (186,004)

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1. OPERATIONS

3 Months Ended

Sep. 30, 2012

Natureof Operationsand Going Concern

1.   OPERATIONS

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.

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.

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 $547,773 for the period from July 3, 2008 (inception) to September 30, 2012. While the Company had working capital of $47,227 at September 30, 2012, 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.

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Balance Sheets (Parentheticals) (USD $)	Sep. 30, 2012	Mar. 31, 2012
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, Authorized	300,000,000	300,000,000
Common stock, Issued	97,000,000	97,000,000
Common stock, outstanding	97,000,000	97,000,000

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3. JOINT VENTURE AGREEMENT (Detail) (USD $)	2 Months Ended
	Feb. 11, 2011
Payments to Acquire Interest in Joint Venture	$ 328,997

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Document And Entity Information (USD $)	6 Months Ended
	Sep. 30, 2012	Nov. 12, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	Multiplayer Online Dragon, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		97,000,000
Entity Public Float		$ 16,000,000
Amendment Flag	false
Entity Central Index Key	0001465470
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Sep. 30, 2012
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2

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4. DUE TO ADMINISTRATIVE SERVICES COMPANY (Detail) (USD $)	Mar. 25, 2011
Debt Instrument, Face Amount	$ 15,000

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Statements of Operations (USD $)	3 Months Ended		6 Months Ended		51 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Expenses
Research and development costs of Webprizm.com reimbursed or reimbursable by the Company in connection with Joint Venture (Note 3)		$ 2,704		$ 2,704	$ 328,997
General and administrative	4,499	9,157	16,333	31,080	218,776
Total Costs and Expenses	4,499	11,861	16,333	33,784	547,773
Net Loss	$ (4,499)	$ (11,861)	$ (16,333)	$ (33,784)	$ (547,773)
Net Loss per share
Basic and diluted (in Dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 0.00
loss per share
Basic and Diluted (in Shares)	97,000,000	97,000,000	97,000,000	97,000,000

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6. COMMON STOCK

3 Months Ended

Sep. 30, 2012

Stockholders' Equity Note Disclosure [Text Block]

6.         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 then 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 former 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.

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5. DUE TO RELATED PARTY

3 Months Ended

Sep. 30, 2012

Related Party Transactions Disclosure [Text Block]

5.         DUE TO RELATED PARTY

At March 31, 2012 and September 30, 2012, the Company was indebted to the former Chairman of the Company (resigned effective August 5, 2011) for cash advances of $30,826. The amount is unsecured, non-interest bearing and has no specific terms of repayment.

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8. COMMITMENTS AND CONTINGENCIES (Detail) (USD $)	Dec. 21, 2015	Mar. 24, 2011
Contractual Obligation	$ 10,000,000
Prepaid Expense		$ 15,000

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5. DUE TO RELATED PARTY (Detail) (USD $)	Jun. 30, 2012
Due to Related Parties, Noncurrent	$ 30,826

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7. INCOME TAXES (Tables)

3 Months Ended

Sep. 30, 2012

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

		September 30, 2012		March 31, 2011
Net operating loss carryforword	$	191,721	$	186,004
Valuation allowance		(191,721)		(186,004)
Net deferred tax assets	$	-	$	-

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7. INCOME TAXES

3 Months Ended

Sep. 30, 2012

Income Tax Disclosure [Text Block]

7.         INCOME TAXES

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. At September 30, 2012, the Company has a net operating loss carryforward of $547,773, which expires $8,538 in 2029, $59,039 in 2030, $389,742 in 2031, $74,121 in 2032, and $16,333 in 2033. 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:

		September 30, 2012		March 31, 2011
Net operating loss carryforword	$	191,721	$	186,004
Valuation allowance		(191,721)		(186,004)
Net deferred tax assets	$	-	$	-

For the six months ended September 30, 2012 and 2011 and for the period July 3, 2008 (inception) to September 30, 2012, 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%

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8. COMMITMENTS AND CONTINGENCIES

3 Months Ended

Sep. 30, 2012

Commitments and Contingencies Disclosure [Text Block]

8.         COMMITMENTS AND CONTINGENCIES

Joint Venture Agreement

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.

Planned Public Offering

On March 24, 2011, the Company executed an engagement letter agreement with its law firm to prepare and file a Form S-1 registration statement with the SEC in connection with the Company’s planned public offering of up to 3,000,000 shares of its common stock at a price of $0.50 per share. The agreement provides for total payments of $25,000 to the law firm, $15,000 upon execution of the agreement ($15,000 was paid March 25, 2011; see Note 4) and the balance when the Form S-1 registration statement is declared effective by the SEC.

To date, the company has not filed any Form S-1 for the public offering and is reconsidering such plans.

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1. OPERATIONS (Detail) (USD $)	Sep. 30, 2012
Cumulative Earnings (Deficit)	$ 547,773

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7. INCOME TAXES (Detail) (USD $)	Jun. 30, 2033	Jun. 30, 2032	Jun. 30, 2031	Jun. 30, 2030	Jun. 30, 2029	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2011
Unrecognized Tax Benefits Resulting in Net Operating Loss Carryforward	$ 16,333	$ 74,121	$ 389,742	$ 59,039	$ 8,538	$ 191,721	$ 547,773	$ 186,004

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Statements of Stockholders' Equity (USD $)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit during Development Stage [Member]	Total
Balance at Jul. 02, 2008
Net loss for the period July 3, 2008 (Inception)
Net loss			$ (8,538)	$ (8,538)
Balance at Mar. 31, 2009			(8,538)	1,462
Balance at Feb. 28, 2009
Shares sold at $0.000125 per share
Shares sold for cash	8,000	2,000		10,000
Shares sold for cash (in Shares)	80,000,000
Net loss for the period July 3, 2008 (Inception)
Balance (in Shares)	80,000,000
Balance at Mar. 31, 2009	8,000	2,000	(8,538)	1,462
Shares sold at $0.000125 per share
Shares sold for cash	1,600	98,400		100,000
Shares sold for cash (in Shares)	16,000,000
Net loss for the period July 3, 2008 (Inception)
Net loss			(59,039)	(59,039)
Balance (in Shares)	96,000,000
Balance at Mar. 31, 2010	9,600	100,400	(67,577)	42,423
Shares sold at $0.000125 per share
Shares sold for cash	100	499,900		500,000
Shares sold for cash (in Shares)	1,000,000
Net loss for the period July 3, 2008 (Inception)
Net loss			(389,742)	(389,742)
Balance (in Shares)	97,000,000
Balance at Mar. 31, 2011	9,700	600,300	(457,319)	152,681
Net loss for the period July 3, 2008 (Inception)
Net loss			(74,121)	(74,121)
Balance (in Shares)	97,000,000			97,000,000
Balance at Mar. 31, 2012	9,700	600,300	(531,440)	78,560
Net loss for the period July 3, 2008 (Inception)
Net loss			(16,333)	(16,333)
Balance (in Shares)	97,000,000			97,000,000
Balance at Sep. 30, 2012	$ 9,700	$ 600,300	$ (547,773)	$ 62,227

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4. DUE TO ADMINISTRATIVE SERVICES COMPANY

3 Months Ended

Sep. 30, 2012

Dueto Administrative Services Company

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 (see Note 8). The $15,000 advance due Magnus does not bear interest and is due on demand.

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6. COMMON STOCK (Detail) (USD $)	0 Months Ended		3 Months Ended
	Dec. 22, 2010	Mar. 02, 2009	Feb. 18, 2010
Stock Issued During Period, Value, Issued for Cash	$ 1,000,000	$ 80,000,000	$ 16,000,000
Sale of Stock, Price Per Share (in Dollars per share)	$ 0.50	$ 0.000125	$ 0.00625
Additional Paid in Capital, Common Stock	$ 500,000	$ 10,000	$ 100,000