text:
Washington, D. C. 20549
Commission File Number: 000-54030
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
14205 SE 36th Street, Suite 100
Bellevue, WA 98006
(Address of principal executive offices, including zip code.)
(800) 916-1354
(Registrant's telephone number, including area code)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X]
Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act: YES [X] NO [ ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 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 (§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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [ ] NO [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of March 31, 2012: $0.37.
As of June 27, 2012, 97,000,000 shares of the registrant's common stock were outstanding.
We were incorporated in the State of Nevada on July 3, 2008. We maintain our statutory registered agent's office at The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511 and our business office is located at 14205 SE 36th Street, Suite 100, Bellevue, Washington 98006. This is our mailing address as well. Our telephone number is (800) 916-1354. This is Mr. Brenner's office. We use this space on a rent free basis.
We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion and rely upon the sale of our securities and loans from our officers and directors to fund operations.
Our goal is to create, host and launch a collaborative Internet search engine. The Internet is a world-wide medium of interconnected electronic and/or computer networks. Individuals and companies have recently recognized that the communication capabilities of the Internet provide a medium for not only the promotion and communication of ideas and concepts, but also for the presentation and sale of information, goods and services.
We do not intend to engage in a merger or acquisition. Further, we do not intend to enter into a business combination, change of control or similar transaction.
Collaborative Search Engine Description
A collaborative search engine uses inputs from other users to assist people to find resources on the Internet. Management believes it performs some unique functions that are not currently available on other search engine. The search engine will have a software code contained within in a host platform. The code may be centralized or spread over a network, depending on the design finally chosen. The search engine will be designed as a device to include:
We intend to sell space for advertising on the search engine website. The fee for the space will be determined as soon as the search engine is activated. Based upon demand, we will adjust our prices accordingly.
The search engine and flowcharts of the software programming were designed in Dalian, China. We intend to write code for the search engine in Asia where the cost is less than in the United States or China. We believe there are a number of software companies who are capable of producing the code for the search engine.
We intend to distribute the search engine on our website over the Internet.
Intellectual Property
We intend to rely on a combination of patent, trademark, copyright and trade secret laws in the U.S. and other jurisdictions as well as confidentiality procedures and contractual provisions to protect our proprietary technology. We also intend to enter into confidentiality and invention assignment agreements with our future employees and consultants and confidentiality agreements with other third parties, and we intend to rigorously control access to proprietary technology.
Circumstances outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in every country in which our products and services are distributed. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and time consuming. Any increase in the unauthorized use of our intellectual property could make it more expensive to do business and harm our operating results.
Companies in the Internet, technology and media industries own large numbers of patents, copyrights and trademarks and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. Also, we will face increasing competition and the possibility of intellectual property claims. Our technologies may not be able to withstand any third-party claims or rights against their use.
We intend to hire a designer to develop our website. We believe the cost will be between $500 and $5,000 depending on the sophistication thereof. We have not selected a designer as of the date hereof and will not do so until we complete this public offering.
We intend to sell advertising on our website and process orders by credit card payments thereon. To ensure the security of transactions occurring over the Internet, U.S. federal regulations require that any computer software used within the United States contain a 128-bit encoding encryption, while any computer software exported to a foreign country contain a 40-bit encoding encryption. There is uncertainty as to whether the 128-bit encoding encryption required by the U.S. is sufficient security for transactions occurring over the Internet. Accordingly, there is a danger that any financial (credit card) transaction via the Internet will not be a secure transaction. Accordingly, risks such as the loss of data or loss of service on the Internet from technical failure or criminal acts are now being considered in the system specifications and in the security precautions in the development of the website. There is no assurance that such security precautions will be successful.
Other than investigating potential technologies in support of our business purpose, we have had no material business operations since inception on July 3, 2008. At present, we have yet to acquire or develop the necessary technology assets in support of our business purpose to become an Internet-based business.
We will generate all of our revenues from advertising. Our potential advertisers will be able terminate their contracts with us at any time. Advertisers will not continue to do business with us if their investment in advertising with us does not generate sales leads, and ultimately customers, or if we do not deliver their advertisements in an appropriate and effective manner. If we are unable to remain competitive and provide value to our advertisers, they may stop placing ads with us, which would negatively affect our revenues and business.
Our target market for advertising will be corporations, worldwide, that seek to promote their products and services in the People's Republic of China. We believe that citizens of the People's Republic of China will use our search engine since we intend to cater it to their social conditions.
Convenient Search Experience
Current Internet search technology gives rise to many erroneous and irrelevant results, much resources and efforts have been spent to refine the user experience. It is our opinion that our system will use user inputs in real time to increase search power. Additionally, the advertising sold on search sites have a very low click through rate and low conversion rate after the advertising link is clicked. Additional knowledge factors aimed at increasing relevance of search results will also increase value for advertisers to reach their intended audience.
Customer Service
We intend to provide a customer service department via email where users can resolve questions about the use of our search engine.
Downloading the system
The user will be able to download the system and install it as an add-on to Internet browser software. There are several types of browsers, and several versions of each type. This may require additional coding for each specific type and version.
We will face formidable competition in every aspect of our business, and particularly from other companies that seek to connect people with information on the web and provide them with relevant advertising.
We will also face competition from other web search providers, including companies that are not yet known to us. We compete with Internet advertising companies, particularly in the areas of pay-for-performance and keyword-targeted Internet advertising. We may compete with companies that sell products and services online because these companies, like us, are trying to attract users to their web sites to search for information about products and services. In addition to Internet companies, we face competition from companies that offer traditional media advertising opportunities.
We will compete to attract and retain relationships with users, advertisers and web sites. The bases on which we compete differ among the groups.
We believe that we will be able compete favorably on the factors described above. However, our industry is evolving rapidly and is becoming increasingly competitive.
We intend to market our search engine on our website, advertising and through traditional sources such as magazines, newspapers and flyers/mailers in the United States, provided we have available advertising dollars. We may utilize inbound links that connect directly to our website from other sites. Potential customers can simply click on these links to become connected to our website from community and affinity sites.
We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs, a judgment could be rendered against us, which could cause us to cease operations.
Government Regulation
We are subject to a number of foreign and domestic laws that affect companies conducting business on the Internet. In addition, because of the increasing popularity of the Internet and the growth of online services, laws relating to user privacy, freedom of expression, content, advertising, information security and intellectual property rights are being debated and considered for adoption by many countries throughout the world.
In the U.S., laws relating to the liability of providers of online services for activities of their users are currently being tested by a number of claims, which include actions for defamation, libel, invasion of privacy and other data protection claims, tort, unlawful activity, copyright or trademark infringement, or other theories based on the nature and content of the materials searched and the ads posted or the content generated by users. In addition, several other federal laws could have an impact on our business. For example, the Digital Millennium Copyright Act has provisions that limit, but do not eliminate, our liability for listing or linking to third-party web sites that include materials that infringe copyrights or other rights, so long as we comply with the statutory requirements of this act. The Children's Online Protection Act and the Children's Online Privacy Protection Act restrict the distribution of materials considered harmful to children and impose additional restrictions on the ability of online services to collect information from minors. In addition, the Protection of Children from Sexual Predators Act of 1998 requires online service providers to report evidence of violations of federal child pornography laws under certain circumstances.
In addition, the application of existing laws regulating or requiring licenses for certain businesses of our advertisers, including, for example, distribution of pharmaceuticals, adult content, financial services, alcohol or firearms, can be unclear. Existing or new legislation could expose us to substantial liability and restrict our ability to deliver services to our users.
We are also subject to international laws associated with data protection in Europe and elsewhere and the interpretation and application of data protection laws is still uncertain and in flux. In addition, because our services are accessible worldwide, foreign jurisdictions may claim that we are required to comply with their laws.
We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally or directly applicable to electronic commerce or electronic devices generally. However, the Internet is increasingly popular. As a result, it is possible that a number of laws and regulations may be adopted with respect to the Internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Furthermore, the growth of electronic commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online services to
establish privacy policies. The Federal Trade Commission has also initiated action against at least one online service regarding the manner in which personal information is collected from users and provided to third parties. We will not provide personal information regarding our users to third parties. However, the adoption of such consumer protection laws could create uncertainty in Web usage and reduce the demand for our products.
We are not certain how business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, and import and export matters. The vast majority of such laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the Internet market place. Such uncertainty could reduce demand for services or increase the cost of doing business as a result of litigation costs or increased service delivery costs. In addition, because our services are available over the Internet in multiple states and foreign countries, other jurisdictions may claim that we are required to qualify to do business in each such state or foreign country. We are qualified to do business only in Nevada and will be qualified to do business in the People's Republic of China after we complete our public offering. Our failure to qualify in a jurisdiction where it is required to do so could subject it to taxes and penalties. It could also hamper our ability to enforce contracts in such jurisdictions. The application of laws or regulations from jurisdictions whose laws currently apply to our business could have a material adverse affect on our business, results of operations and financial condition.
In Nevada, we are required to pay an annual fee to the Nevada Secretary of State of $165.00. Nevada has no corporate income taxes. That is why it is so attractive to do business there.
Other than the foregoing, no governmental approval is needed for the release of our search engine in the United States or the State of Nevada.
In China, we are required to register as a private enterprise. A private enterprise is one which is privately funded, that is not state funded. We intend to so register as soon as we complete our public offering. The registration fee is 0.1% of our capital or $0.01; however, there is a minimum fee of 50 RMB. We will pay the minimum fee upon completion of our public offering. In addition, we will pay a business tax of 3% of our net revenues. Business tax rates in China are at a flat rate, but vary based upon the business. While we pay 3%, entertainment companies pay 15%.
It is very important to remember in China that rules and regulations are conditioned upon satisfaction of Chinese "social interests". This allows for a subjective determination by the government when issuing licenses. We intend to seek our license after we complete our public offering and are in a position to begin operations. If we are unable to raise the minimum amount in this offering, we will not seek the license.
The majority of our revenues will be settled in RMB and, any future restrictions on currency exchanges may limit our ability to use revenue generated in RMB to fund any future business activities outside China or to make dividend or other payments in U.S. dollars. Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the RMB for current account transactions, significant restrictions still remain, including primarily the restriction that foreign-invested enterprises may only buy, sell or remit foreign currencies after providing valid
commercial documents, at those banks in China authorized to conduct foreign exchange business. In addition, conversion of RMB for capital account items, including direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB.
The Chinese legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which precedents set in earlier legal cases are not generally used. The Chinese laws, regulations and legal requirements are relatively recent and are evolving rapidly, and their interpretation and enforcement involve uncertainties. Because of the legal uncertainties and because the majority of our assets may be located in the People's Republic of China (the "PRC"), it may be extremely difficult to access those assets to satisfy an award entered against us in United States court. Moreover, PRC does not have treaties with the United States providing for the reciprocal recognition and enforcement of judgments of courts. Further, in considering whether to enforce a foreign judgment in China, the court considers whether the judgment violates basic principles of the law of the PRC; its social interests; and ascertains that foreign judgment has validity. If the court is not satisfied with the foregoing, the matter is referred back to the jurisdiction that rendered the judgment. The cost and likelihood of successfully enforcing a U.S. judgment in China is, in our opinion, remote at best.
Employees; Identification of Certain Significant Employees
We are a development stage company and currently have no employees, other than our officers and directors. We intend to hire additional employees on an as needed basis.
Our business office is located at 14205 SE 36th Street, Suite 100, Bellevue, Washington 98006. This is our mailing address as well. Our telephone number is (800) 916-1354. This is Mr. Brenner's office. We use this space on a rent free basis.
Joint Venture Agreement
On December 21, 2010, the Company executed an Agreement with Webprizm.com, a Nevada corporation ("Webprizm"), and Brenner Family Holding Corp. ("Brenner"). Webprizm is a wholly owned subsidiary of Brenner. Brenner is owned by a trust which beneficiaries include family of the Company's current (since December 21, 2010) Chief Executive Officer.
The Agreement provides for a Joint Venture between the Company and Webprizm for the purpose of developing the Project (computer software programs known as "the webprizm system") for commercialization. The Company agreed to incur a minimum of $10,000,000 in research and development expenses with respect to the commercialization of the Project (the "Expenditures") on or before December 21, 2015 and Webprizm granted the Company an exclusive license to use and sublicense (with prior written consent of Webprizm) the Project and any Improvements. Net revenue from the Project (none through March 31, 2011) 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 are to be terminated immediately.
The precise timing of when the $10,000,000 Expenditures will occur is not specified in the Agreement. However, the Company has informally agreed to periodically reimburse Webprizm for that entity's actual research and development costs incurred by it. The first payment to Webprizm was made on February 2, 2011 in the amount of $328,997 (representing Webprizm's actual research and development costs incurred from August 17, 2009 to December 31, 2010). The Company has expensed the $328,997 as "Research and Development" in the Statement of Operations during the three months ended December 31, 2010.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
We are not presently a party to any litigation.
Our stock is listed for trading on the Bulletin Board operated the Financial Industry Regulatory Authority (FINRA) on OTCBB under the symbol "MYDR." There are no outstanding options or warrants to purchase, or securities convertible into, our common stock.
There are 45 holders of record for our common stock. There are a total of 97,000,000 shares of common stock outstanding.
We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.
Section 15(g) of the Securities Exchange Act of 1934
Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as id and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers' duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers' rights and remedies in cases of fraud in penny stock transactions; and, FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
Securities Authorized for Issuance Under Equity Compensation Plans
We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.
Status of Our Public Offering
On September 30, 2009, our Form S-1 registration statement (SEC file no. 333-159896) was declared effective by the SEC. Pursuant to the S-1, we offered 1,000,000 shares minimum, 2,000,000 shares maximum at an offering price of $0.05 per share in a direct public offering, without any involvement of underwriters or broker-dealers. In December 2010, we sold 16,000,000 post-split shares of our common stock at an offering price of $0.05 per share and raised $100,000. Since then, we have used the proceeds as follows:
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
This section of this annual 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 twelve months ended March 31, 2012 as compared to March 31, 2011
During the twelve months ended March 31, 2012, we had a loss of $74,121 versus a loss of $389,742 for the twelve months ended March 31, 2011. The decrease was due to the decrease in research and development cost reimbursement in connection with the joint venture of Webprizm.com in the year 2011.
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:
In summary, we should be generating fees from the sale of advertising within 10 months from the date of this report.
Limited Operating History; Need for Additional Capital
We have no current or historical operations or product. There is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.
To become profitable and competitive, we have to be able to attract customers and generate revenues. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Liquidity and Capital Resources
As of the date of this report, we have not generated any revenues. We are currently in the start-up stage of our operations.
To meet our initial need for cash we sold 80,000,000 restricted shares of common stock to Yuan Kun Deng, our former president and a member of the board of directors, in consideration of $10,000.
Our current cash will allow us to maintain our non-operational status until our public offering is completed. If we do not sell the minimum number of shares, all money raised in the offering will be returned to subscribers and we will cease operations. If we raise the minimum amount in our public offering, it will allow us to operate for twelve months from the date we complete our public offering. While our officers and directors are committed to our project and have expressed a willingness to advance additional sums of money to achieve our plan of operation, they are not legally obligated to do so and if we need money and they do not advance the money, there is nothing we can do to force them to advance the funds. At the present time, we have not made any arrangements to raise additional cash other than our public offering. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.
As of March 31, 2012, our total assets were $136,981 comprised only of cash and our total liabilities were $58,421.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
To the Board of Directors and Stockholders of Multiplayer Online Dragon, Inc.
I have audited the accompanying balance sheets of Multiplayer Online Dragon, Inc. (the "Company"), a development stage company, as of March 31, 2012 and 2011, and the related statements of operations, stockholders' equity, and cash flows for the years ended March 31, 2012 and 2011, and for the period July 3, 2008 (inception) to March 31, 2012. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Multiplayer Online Dragon, Inc., a development stage company, as of March 31, 2012 and 2011, and the results of its operations and cash flows for the years ended March 31, 2012 and 2011, and for the period July 3, 2008 (inception) to March 31, 2012 in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company's present financial situation raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to this matter are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Freeport, New York
June 29, 2012
See notes to financial statements.
See notes to financial statements.
See notes to financial statements.
See notes to financial statements.
March 31, 2012
(Expressed in US Dollars)
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 $531,440 for the period from July 3, 2008 (inception) to March 31, 2012. While the Company had working capital of $63,560 at March 31, 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
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America.
a) Cash
Cash consists of cash on deposit with a high quality major financial institution.
b) Use of Estimates and Assumptions
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
March 31, 2012
(Expressed in US Dollars)
c) Financial Instruments
The carrying values of the Company's financial instruments, consisting of cash, accounts payable and accrued liabilities, and due to related party, approximate their fair value because of the short maturity of these instruments. The Company's operations are outside the United States and some of its assets and liabilities have exposure to market risks from changes in foreign currency rates. The Company's financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
d) Income Taxes
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, "Income Taxes". This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
e) Foreign Currency Translation
The Company's reporting and functional currency is the U.S. dollar. Non-U.S. dollar transactions are translated at the exchange rate prevailing at the time of the transaction. Non-U.S. dollar monetary assets and liabilities are translated at period-end exchange rates and exchange gains and losses are reflected in operations.
f) Basic and Diluted Net Loss per Share
The Company reports loss per share in accordance with ASC 260, "Earnings per Share". Basic loss per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed using the weighted average number of shares of common stock and potentially dilutive securities outstanding during the period (none for the periods presented). The Company has no stock option plan and has not issued any warrants or other potentially dilutive securities.
g) Deferred Offering Costs
Deferred offering costs represent legal fees incurred in connection with the preparation of a Form S-1 registration statement relating to a planned public offering of shares of our common stock. If the offering is successful, the costs will be charged to additional paid-in capital. If the offering is unsuccessful, the costs will be expensed.
h) Recently Issued Accounting Pronouncements
Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company's financial position and results of operations from adoption of these standards is not expected to be material.
March 31, 2012
(Expressed in US Dollars)
On December 21, 2010, the Company executed an Agreement with Webprizm.com, a Nevada corporation ("Webprizm"), and Brenner Family Holding Corp. ("Brenner"). Webprizm is a wholly owned subsidiary of Brenner. Brenner is owned by a trust which beneficiaries include family of the Company's current (since December 21, 2010) Chief Executive Officer.
The Agreement provides for a Joint Venture between the Company and Webprizm for the purpose of developing the Project (computer software programs known as "the webprizm system") for commercialization. The Company agreed to incur a minimum of $10,000,000 in research and development expenses with respect to the commercialization of the Project (the "Expenditures") on or before December 21, 2015 and Webprizm granted the Company an exclusive license to use and sublicense (with prior written consent of Webprizm) the Project and any Improvements. Net revenue from the Project (none through December 31, 2011) 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.
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.
At March 31, 2012 and 2011, 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.
March 31, 2012
(Expressed in US Dollars)
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.
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. At March 31, 2012, the Company has a net operating loss carryforward of $531,440, which expires $8,538 in 2029, $59,039 in 2030, $389,742 in 2031 and $74,121 in 2032. 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:
For the years ended March 31, 2012 and 2011 and for the period July 3, 2008 (inception) to March 31, 2012, a reconciliation of the statutory tax rate to the effective tax rate follows:
March 31, 2012
(Expressed in US Dollars)
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.
There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the period from inception to March 31, 2012, included in this report have been audited by Michael T. Studer CPA PC, as set forth in this annual report.
Evaluation of Disclosure Controls and Procedures
We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the "Evaluation"), under the supervision and with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.
Limitations on the Effectiveness of Controls
Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
CEO and CFO Certifications
Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company's internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2012. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, as of March 31, 2012, the Company's internal control over financial reporting was effective.
Changes in Internal Controls
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2012 that have affected, or are reasonably likely to affect, our internal control over financial reporting.
Officers and Directors
The name, address, age and position of our present officer and director is set forth below:
The person named above have is expected to hold his offices/positions until the next annual meeting of our stockholders.
Background of our officers and directors
Walter Brenner, President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer and a member of the Board of Directors
Walter Brenner is an independent business consultant and technology entrepreneur for the past 12 years. Mr. Brenner graduated from York University's Osgoode Hall Law School with a Bachelor of Laws degree. Since 1993, Mr. Brenner has been a director and senior officer of Hellix Ventures Inc. a British Columbia and Alberta reporting issuer listed on the TSX Venture Exchange. Hellix is listed as a mining company and also has producing petroleum properties. Mr. Brenner is also founder of Abington Ventures Inc. and has been its president and director of since 1999. Abington is a British Columbia and Alberta reporting issuer listed on the TSX Venture Exchange as a mining company.
Involvement in Certain Legal Proceedings
During the past ten years, Walter Brenner has not been the subject of the following events:
Conflicts of Interest
We believe Walter Brenner is not subject to conflicts of interest. No policy has been implemented or will be implemented to address conflicts of interest.
Audit Committee Financial Expert
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.
Audit Committee and Charter
We have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of the audit committee charter is filed as Exhibit 99.2 on our March 31, 2010 Form 10-K with the SEC on July 12, 2010.
Code of Ethics
We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics is filed as Exhibit 14.1 on our March 31, 2010 Form 10-K with the SEC on July 12, 2010.
Disclosure Committee and Charter
We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the disclosure committee charter is filed as Exhibit 99.3 on our March 31, 2010 Form 10-K with the SEC on July 12, 2010.
Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms received by us, or written representations that no other reports were required, and to the best of our knowledge, we believe that all of our officers, directors, and owners of 10% or more of our common stock filed their Form 3s, 4s and 5s.
The following table sets forth the compensation paid by us for the last two years through March 31, 2012, for our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officers.
Summary Compensation Table
As of the date hereof, we have not entered into employment contracts with our officers and do not intend to enter into any employment contracts until such time as it profitable to do so.
The following table sets forth information with respect to compensation paid by us to our directors during the 2012 completed fiscal year. Our fiscal year end is March 31.
Director Compensation Table
All compensation received by our officers and directors has been disclosed.
There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.
We have no plans to pay any salaries to anyone until sufficient financing is available.
Long-Term Incentive Plan Awards
We not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
As of the date hereof, we have not entered into employment contracts with our officers and do not intend to enter into any employment contracts until such time as it profitable to do so.
Under our Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of his/her shares and possess voting and dispositive power with respect to the shares.
Future sales by existing stockholders
80,000,000 shares of common stock were issued to Yuan Kun Deng, our former officer and director on March 1, 2009. In addition, 300,000 restricted shares of common stock were issued to the Brenner Family Trust and 700,000 shares of common stock were issued to Hui Deng in December 2010. The 81,000,000 shares are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the restricted shares can be publicly sold commencing six months after their acquisition provided we are not a "shell company" as defined in Rule 405 of the Securities Act of 1933. A shell company is defined as a company that has no or nominal operations and has no or nominal assets or its only asset is cash. The SEC has determined in Release No. 33-8869 that it was never its intention to capture a "startup company" or in other words a company with a limited operation history in the definition of a shell company. We believe we are not a shell company since we are in the startup phase of operations. However, the Financial Industry Regulatory Authority (FINRA), which owns and operates the Bulletin Board, makes an independent examination and decision regarding shell company status. FINRA has been notorious in determining that startup companies are shell companies and has refused to allow its member firms (SEC registered broker/dealers) to disseminate quotations for companies that do not acknowledge they are shell companies, even though as a matter of law, they may not in fact be shell companies. If we want our shares to be traded on the Bulletin Board, we may have to represent to FINRA that we are a shell company in order to allow quotations to be disseminated by FINRA members.
The 16,000,000 shares purchased from our public offering are resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.
A total of 80,000,000 shares of our stock are currently owned by Yuan Kun Deng, our former officer and director. He will likely sell a portion of his stock if the market price goes above $0.05. If he does sell his stock into the market, the sales may cause the market price of the stock to drop. He will only be able to sell his shares into a market, should it develop, if we are not a shell company.
On March 1, 2009, we issued 80,000,000 shares of restricted common stock to Yuan Kun Deng, our former officer and director in consideration of $10,000.
From inception to March 31, 2009 and to June 30, 2009, Yuan Kun Deng, our former officer and director, advanced $600 and $15,600 respectively for our operations. The advances are not evidenced by any written documentation. Mr. Deng has agreed to accept repayment when we have sufficient funds to do so. The advances by Mr. Deng are interest free.
We use approximately 10 square feet of office space at Mr. Brenner's office for our office on a rent free basis.
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
(5) Our audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.
(6) The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was 50%.
Pursuant to the requirements of Section 13 or 15(d) the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 28th day of June, 2012.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.


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|  52 comments
can you please do me a favor and make one vocal of a female voice that says "Mooky does it"
AAAAHHHHHHHHH i am hiding behind couch in fear haha
I wanted to thank you for the sounds you share with the community!
Here the link with the trailer I created for my project! I included a sound from your collection.
Feel free to share!
Also wanted to share with you and the community the link for my project. I'm a Writer/Director and I'm working right now on a Web Series titled "The Summoned". Please visit the link bellow and share! I'll be using sound from the community, and I'll be giving exposure and credits to all. Please support us too!
Also Follow us on Instagram: @thesummonedpilot
And Please subscribe to my channel:
I'll keep uploading videos and clips!
Again Thank you for the great job and for sharing the sounds with the community!
Blessings always!
Wineska Cintron
rear view mirror films
The Summoned Series
Thx for your sample. I've used it in this track: http://soundcloud.com/conterm_red/kill-you
so coo, thank you.
its from the game maere pewdiepie played it with the oculus rift!
Sooooo funny:-)! I love it!!
also how do you post a sound? because i don't know
Perfect for my video project. Imagine that there is life after death, that there is a hell, and you only want death to relieve your suffering. But death never comes, and you are tortured and murdered over and over again. You cry out, "Save me", but no one comes and your pain and death are relived over and over again. "Save me!" Thanks Carmsie.
Great sound, thanks! I'm using it in a witchcraft soundscape for a talk bed on my radio show tonight, doing a Halloween special. Here's the blog entry where I put all the Freesound attributions, and tell you where and when you can listen.
After first airing, it will only remain in the Gallery for one week before replaced by the next week's show, so let me know if you didn't get it.
Reminds me of sleeping in caravans.
Do you have the vocals for this clean?
I had to listen to this great scene again, and I liked it even more this time! well done Carmsie!
Awesome. I was hoping for no clipping though
boh, thanks
Your stuff is freaky as fuck
Your stuff is awesome. Thanks for the sounds.
thx Kryzon ... no idea what i am doing ... just "playing" with sound
yeah, i suck at all that ... no idea how to remove buzz. i use v primitive recording equipment. anyway, hope it helps :)
Awww, thx fartmn - interesting name btw :)
Very good Carmsie! You have a gifted voice that is very mysterious and enchanting.
Very Eerie! Nice work!
wow very good!
Muchas gracias :)
I'm sure I can fit this into my game somewhere:) Thanks!
 |  52 comments

subset: commoncrawl


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Bethpage kindergartners talk about love
Love means something different to everyone, especially kids. So to celebrate Valentine's Day we asked Michelle Brady's kindergarten class at Charles Campagne Elementary School in Bethpage to create an art project about who they love. From family to pets, here's what they had to say. --Compiled by Jennifer Berger
Edgy, offbeat jewelry for any budget
LI's 10 best Italian restaurants
Recent LI restaurant openings
Winter activities on Long Island
Disney shares 15 secrets about 'Frozen'
Long Island's best pizza: 10 pies worth the drive
Counter-service stars: Quality quick eats
The best steak houses on Long Island
100 things to do with kids on LI
50 fun facts about Monopoly
What to wear to a Super Bowl party
28 indoor places to play on LI


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Calling a JavaScript function from Silverlight 2
Wow, this is far better now with SL2! no more tips and tricks.
[Cool Tool] PhotoZoom
PhotoZoom is an experimental site developed at Microsoft, running on the Microsoft Live Labs Incubation Platform.
It uses the Deep Zoom technology in Silverlight 2 to create photo albums that you can zoom an pan. This online app take care of processing the images, packages and uploads them to Silverlight Streaming by Windows Live so they are stored "in the cloud".
Please note:
- You need Silverlight 2 beta 1
- This is not a final product
- This may never be a product as is
Check out live my Las Vegas photo Gallery:
http://photozoom.mslivelabs.com/FullscreenZoom.aspx?alias=Laurent&album=1Disclaimer by Matt Augustine at Microsoft :
"PhotoZoom is an experimental project developed by a small group of Microsoft developers, and it is definitely not an official, supported Microsoft product. Also, I cannot make any guarantees that it will be operational at all times, that it will support a large number of users, etc. This is not an official Microsoft press release and I am not a spokesperson. I can't make any suggestions about future Microsoft product releases related to this technology or concept. In other words, I hope people will have fun with it, but please set your expectations accordingly." -
Connect and share with Microsoft!
Microsoft Connect has been improved! The new website is much more intuitive and interactive. "Your dashboard" view helps to keep an eye on your activities and news. I find the new Connect much more interesting than the old!
What is Connect ?
This is a way to help Microsoft improve their software by submitting feedback, bugs and filling surveys. Pick a program in the "Connection Directory" and start participate! Download the latest software and discuss your experience in the newsgroups. -
Code snippets not versioned according to VS2008 Multi Targeting
I have reported a VS2008 issue to the VS Team regarding code snippets :
I am a heavy snippets user, and noticed that they are not tied to multi targeting...
I use VS2008 with ASP.NET 2.0 websites (not migrated to ASP.NET 3.5), but snippets are for ASP.NET 3.5
For example typing "prop" in C# code behind gives you:
public int MyProperty { get; set; }
Unfortunately this is not .NET 2.0...
Suggestion: Built-in code snippets should be multi-targeting aware.The issue is visible and tracked in Connect:
I agree that the generated IL is the same, but the problem is when you work with VS2008 on the same project along with a VS2005 team...
What do you think ?
My talk on MIX08 (french)
This month I was a guest at the Visual Studio Talk Show, a well known french .NET podcast here in Quebec.
We talked (in french...) about all the announcements (mainly IE8 and Silverlight) made at MIX this year, so in case you need a recap of this show...
Les nouveautés de la conférence MIX 2008:
http://www.visualstudiotalkshow.com/Archives/070-14mars2008-LaurentDuv.html -
Silverlight 2: migrating from alpha to beta 1
Today I had to migrate a Silverlight Alpha 1.1 project to Silverlight 2 beta 1 for a client.
VS2008 and IE8 auto Js debugging mode
Here is a nice feature of IE8:
[Cool Tool] Browsershots
Browsershots is a free online tool that makes screenshots of your web site in different browsers/versions on multiple platforms (Win, Mac, Linux).
Fix my CSS, win a Prize!
[Update: I have a Winner... contest closed!]
I was told that my blog does not display very well (or not at all) in Opera browser...
Like most of you I don't have time for this, and community server's css are a real mess, so if someone takes time and send me the fixed css I will be happy to send him this DVD of Visual Studio 2008 Standard Edition (Full version with licence key) :
So Paul Bidwell was the first to send me a fix:
/DynamicStyle.aspx?SectionID =559" Line 156: #sidebar-a {
width: 200px !important;
}Change the width to 199px;
Also an img tag was no properly closed... (fool me!)
Simplicity in software
An excellent one from http://stuffthathappens.com !!
Blend 2.5 march preview: Where is the Silverlight DataGrid ??
[Post written as of Silverlight 2 beta 1 and Expression Blend 2.5 march preview]
Strange that the DataGrid is not in Expression Blend 2.5 march preview toolbox, but only in VS2008 !?
If you add a DataGrid in VS2008 and then switch to Blend that will break your designer.
It seems like there are problems with these assemblies references in Blend 2.5:System.Windows.Controls.dll
System.Windows.Controls.Extended.dllRemember that controls are not part of the runtime, they are part of the SDK and must be distributed with each application. Here are the different folders:
- Runtime: "C:\Program Files\Microsoft Silverlight\2.0.30226.2"
- SDK: "C:\Program Files\Microsoft SDKs\Silverlight\v2.0\Libraries\Client"
Thanks to Michael Sync from the Silverlight forums, you can fix this:
1. Fix the reference in Blend:
Add reference to "System.Windows.Controls.Data.dll" from the SDK folder.2. Add this markup in <UserControl declaration:
xmlns:data="clr-namespace:System.Windows.Controls;assembly=System.Windows.Controls.Data"3. then, you can add a DataGrid like that:
<data:DataGrid></data:DataGrid>Now you can find the DataGrid in Blend 2.5 Toolbox :
- Click on "Asset Library" (bottom of toolbox)
- Check "Show All"
Expression Web 2
Back from MIX08 I've just installed Expression Studio 2 and my first try is Expression Web 2, not for the new features yet, but to check if my 2 most frustrating bugs were fixed, and they were!
[MIX08] Back to Montreal
Due to major snow storm in Montreal area I spent 31 hours on my trip back from Las Vegas, finishing with a 11 hours bus ride from New York....
Home Sweet Home.
Two days ago I was burning in Death Valley (California)...
Technorati Tags: MIX08,Canadian MIXers
[MIX08] Microsoft Big Ass Table (Surface)
Do you know Microsoft codename BAT ? Big Ass Table, sometimes presented as Surface...
At the VIP pre-conference a member of Microsoft SUX Team (Surface User Experience...) shown us this hilarious video: -
[MIX08] Sessions are available online (non Silverlight users banned)
Not everything that happens in Vegas stays in Vegas...
All sessions/keynotes can be viewed/downloaded at http://sessions.visitmix.com/.
Note that this is a good example of a site using way too much Silverlight (you can't even do a copy/paste), but... seems that MS has a new toy to push !
A non Silverlight alternative version would have been appreciated for people (like me) who can't install Silverlight on their company's computer.[Update] Luciano Evaristo Guerche has a nice MIX08 sessions list with WMV direct links!
[Update] And now a nice Zune Podcast feed!
Technorati Tags: MIX08 -
[MIX08] Steve Ballmer Keynote: Oops he did it again!
[MIX08] Announcing MIX09
MIX09 will be held in Las Vegas on march 18-20, 2009.
[MIX08] Keynote
MIX08 Keynote was driven by Ray Ozzie, Scott Guthrie and Dean Hachamovitch.Ray Ozzie talked about connected apps and how Microsoft go to the advertising market (explains the Johnny cash theme ?).
Scott Guthrie did a talk around 4 points (and also did some juggling!):
- Web (IE8)
- Media (Silverlight Adaptive Streaming, Progressive Download)
- RIA (Silverlight 2, DeepZoom, WPF)
- Mobile (Silverlight for Mobile)
There was A LOT of announcements of new tools on web technologies:
- Internet Explorer 8 Beta 1
- Silverlight 2 Beta 1 Runtime
- Silverlight 2 Tools for Visual Studio 2008 and SDK
- Expression Studio 2 Beta
- Expression Blend 2.5 March 2008 Preview
- ASP.NET MVC Preview 2
MIX08,Canadian MIXersOnce Silverlight 2 installed, go and test the new controls live there:
http://silverlight.net/Samples/2b1/SilverlightControls/run/default.htmlDean Hachamovitch (really cool shirt!) presented IE8 in 8 points:
- CSS Certification
- Performance
- Developer Tools
- Activities
- WebSlices
- IE8 beta 1 available
IE8 Activities and WebSlices video:
First Look at IE8 Activities and WebSlicesThen several partners (AOL, Aston Martin, Cirque du Soleil, DoubleClick, Hard Rock, Move Networks and NBCOlympics.com) showed some really cool demos on the new Web tools and technologies just announced.
[MIX08] What's in the attendees bag?
[MIX08] pre-conference day
Today march 4 was the MIX08 VIP pre conference "Together@MIX". We had sessions and panels on the morning and an afternoon full of fun activities (I chose the Las Vegas Extreme rides!).
Here is the speakers and a bit of what they said:
Steve Guttman (PM for Expression Web)
- Expression branding
- Expression Web 2
- PHP support (intellisense & syntax highlight, cassini for web server)
- Photoshop layers support
- ActiveX for Flash
- Expression Encoder 2 "a real post-production tool"
- lots of new features
- XAML and video overlays
- Edit player in Blend
- More at the keynote "I've been in Microsoft for years and the number of announcements at the keynote tomorrow is un-be-lie-vable !!"
Doug Olson
- Designer/Developer workflow
- Expression Studio 2 for April (focus on Silverlight)
- Expression Blend 2 (for Silverlight 1)
- Expression Design (XAML slice like Dreamweaver)
George Moore (GM Live Platform)
- Live Messenger API
- Silverlight Streaming
- Audience Analytics
Brad Abrams (ASP.NET Team)
- Silverlight ASP.NET control
- Silverlight Localization
- Silverlight 2 UI controls
- MVC sample app
Tim Sneath
- "WPF is the Ferrari, Silverlight is the Mini Cooper..."
- Service Pack in september
- Light .NET client install
Daniel Makoski (Interactive Design Manager for Surface)
- Microsoft Surface User Experience Team, or Microsoft Surface UX or Microsoft SUX...
- Very funny video on Surface "Big Ass Table" !
We had some keynote leaks today, but... let's wait for tomorrow !
The afternoon was busy trying every roller coaster of Las Vegas !!!!
Technorati Tags: MIX08,Canadian MIXers -
[Cool Tool] Zeta Resource Editor
Following my Resource Refactoring Tool post, Uwe pointed me to Zeta Resource Editor.
Load a txt file in a TextBox
Here is a very simple piece of C# code to load a text file in a TextBox. Typical use to display a disclaimer
[Update 1: added using statement for the StreamReader]
protected void Page_Load(object sender, EventArgs e) { if (!Page.IsPostBack) {
using (StreamReader StreamReader1 = new StreamReader(Server.MapPath("disclaimer.txt"))) { txtDisclaimer.Text = StreamReader1.ReadToEnd(); StreamReader1.Close(); }} }[Update 2: use the new File.ReadAllText() wrapper for StreamReader, exact same thing, but 1 line of code instead of 3...]
[Cool Tool] VS Resource Refactoring Tool
The recently opened Visual Studio Gallery contains some free hidden Microsoft gems, Resource Refactoring Tool is one of them.
[MIX08] WPF Schedule Manager
Going to MIX08 next week ?
Thirteen23 has created a very nice MIX08 Schedule Management Application with WPF (
soVista only!) to help you create your own conference schedule, keep track of times, and browse all the sessions.http://thirteen23.com/experiences/desktop/mix08/
This is free and deployed via ClickOnce, cool!
Technorati Tags: MIX08 -
[Cool Tool] Search Engine helpful searches


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Looking to exchange your timeshare this year?
Want help making sure all the steps are done right?
How about some insider tips as well?
Timeshare Exchange Secrets
Finally a timeshare insider is ready to give up the hidden treasure.
How to make the exchange program work for you. Not only this year but every year for now on!
Exchange My timeshare
Go to the link and pick up full details now


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Queerty is better as a member
I'm sure Andrew Tobias has done great things for the gay community, but hie economic ideas leave alot to be desired. What this country nees is less John Maynard Keynes, and more Milton Friedman.
@brent: No-one needs voodoo economics
Need an account? Register It's free and easy.
PHOTOS: Costumed Hunks Get Into La Leche Halloween in New York City
Meet The Adorable Boyfriend Duo That Dresses CFDA Icon Of The Year Rihanna
PHOTOS: Vintage Fashion Ads From The 1980s
PHOTOS: Uptown, Downtown and Upside Down at the New York Boylesque Festival
PHOTOS: Gay Cowboys Lasso The American West


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Search thousands of recipes reviewed by home cooks like you.
Recipe by: Lori Smith
Original recipe yields 8 servings
Amount per serving ({{servings}} total)
Based on a 2,000 calorie diet
Sort by
Pretty good. I've never had pineapple in a pie before. I couldn't really taste the lemon though. Next time I may add lemon pudding or something.
After making several pies for Christmas, my husband asked me for a pineapple pie. I had never heard of a pie with pineapple. So I searched Allrecipes and found this one. I used 1freshly peeled and cored pineapple instead of canned. Both my husband and daughter loved it.


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Tue, Aug 3, 10 at 22:24
No matter what I search for (even tried PAINT on a paint forum!)and NO Matches found comes up every time! SW is having a 40% off sale this Sat., and I'm desperately trying to research some of their paints...but can't FIND anything. Is something broke?? |
Follow-Up Postings:
- Posted by brendainnj (My Page) on Wed, Aug 4, 10 at 14:52
OK...working finally today!! |
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(KMOV.com) - Rodney Bailey is considered a prominent member of his community but now the former school board member and high school coach faces multiple child sex charges in Jersey County.
Bailey was a boy's basketball coach at Southwestern High School in Piasa, IL last season and last year was the district's Board of Education President. The Jersey County State's Attorney has filed aggravated criminal sexual abuse of a child charges against Bailey connected to alleged incidents that occurred in 1997.
Prosecutors believe Bailey sexually abused a child younger than 13.
The school district called parents Monday informing them of the charges and also said Bailey is no longer serving the school district in any capacity. District Superintendent Brad Skertich said school leaders had no knowledge of the allegations until the charges against Bailey were filed. Skertich also said Bailey was not a district employee when the alleged acts took place.
Along with serving on the Southwestern school board and coaching, Bailey is also a dentist.
"I've known him for the last several years, he's a good family man, business man, just never would've believed it," said George Puskar, a patient of Bailey's.
Jersey County State's Attorney Ben Goetten is prosecuting the former coach.
"I know he was a prominent member of the community and in his church, and we're gonna treat him like we treat everyone else," said Goetten.
Goetten praised the alleged victim for coming forward with his story 17 years later and encouraged other possible victims to come forward.
Bailey resigned from the school board in 2013 and from coaching in April, before Illinois State Police began investigating him.
Bailey turned himself in Monday, posted bail, and was released.
He is due in court August 19th.
Messages left for Bailey to comment on the charges were not immediately returned.


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Surfing's formative period from 1965 to 1978, as shown through the most complete book of the iconic images of photographer John Witzig. Chronicling the great creative years in the evolution of surfing, the late 1960s and early '70s, this engaging volume documents the revolutionary changes of the era-in board length, in surf style and technique-through the images of Australian photographer John Witzig. Witzig was not only photographing the scene, he was part of it, a group that included surfers Bob McTavish and George Greenough, and his images reflect both that access and that intimacy. In 1967, he created a firestorm of controversy with a Surfer cover story declaring that a core of young Australian surfers had redefined the sport, as evidenced by his friend Nat Young's blazing win in the 1966 World Surfing championships. Witzig went on to capture the defining moments-the surfers, the draft-dodging back-to-landers, the radical developments of board design, and, of course, the waves, from Australia to Honolua Bay-of surfing's most thrilling period. Soulful, poetic, iconoclastic, filled with rare images, this book is a unique look at surfing's cultural revolution.
This hardcover book measures 8½ inches in width by 11 inches in height. Published April 2, 2013.
Care: Wipe with a dry cloth
Brand: Rizzoli
Founded in 1929, this venerable Italian book publisher is an authority in the world of haute couture, art, architecture, interior design, and gastronomy. Rizzoli's lavishly illustrated books, which focus on fashion, food and home, are the ne plus ultra of coffee-table trophies. Enrich your life — and your library — with these treasured tomes.


text: Bell Star Carbon Fillmore Replica Full Face Helmet Everyday Low Price: $649.99 Gold Club Price: What's This? The Gold Club is our premier membership program. For most items members receive 10% off every day, plus exclusive sales and benefits just for members. More Info $649.99 Video Available New Product! Product Description: Gender: Men'sManufacturer Part Number: 7061568Sold in Units: Each More Info Click MORE INFO to check availability More Info


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Samuel F. Rizzico Sr.
The funeral Mass for Samuel F. Rizzico Sr., 88, who died Nov. 12, 2012, in Rutland, was celebrated Saturday, Nov. 17, at Christ the King Church.
Officiating was the Rev. Justin Baker, pastor.
Organist was William Gower-Johnson. Vocalist was Karen Burgess.
Memorial contributions may be made to Christ the King School or Mount St. Joseph Academy.
Arrangements were under the direction of the Clifford Funeral Home.MORE IN Obituaries0128 RH Obits Chapman paid photo no flag Full Story0129 RH Obits Shepard Jr. edited no photo no flag Full Story0129 RH Obits Farrington edited photo flag Full Story -
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Freeport has enough parking, council says, eases village parking requirements
FREEPORT, Maine — Two years of studies, planning and debate came to a head Tuesday night when the Town Council passed new rules on village parking requirements.
The revised requirements will ease the cost on small businesses and continue to spare owners of so-called grandfathered properties.
In short, the new rules:
• Reduce parking requirements for upper-level or basement businesses and restaurants by 50 percent.
• Exempt public restrooms from being counted toward a business' size.
• Require one parking spot per one-bedroom dwelling, 1.75 spaces per two-bedroom dwelling, 2 spaces per three-bedroom dwelling, and a half space for each bedroom thereafter, instead of a flat requirement of two spaces per dwelling unit.
• Reduce parking requirements for upper-level office space by 50 percent.
Since the mid-1970s, businesses and landlords in downtown Freeport have been required to provide parking spaces based on their floorspace and other factors. Properties that had fewer parking spaces than are required by the formula are required to lease parking spaces from other property owners at market value.
Recent studies, however, showed that the town's parking supply of 2,900 spaces exceeds demand, so the formula for determining parking requirements was targeted for an update.
But finding the right update proved challenging.
First, a consultant developed a recommendation. Then, the Planning Board took a crack at it. Finally, the Traffic and Parking Committee submitted its recommendation.
After six Town Council meetings on the subject during recent years, the council on Tuesday faced all three recommendations. Chairman Jim Hendricks offered a prescient prologue to the hour-and-a-half discussion that would soon follow.
"I'd like to say we have a straightforward process this evening, but we really don't," he said. "We have three entirely different proposals in front of us."
That assessment followed a 30-minute public hearing, during which several business owners, stakeholders and attorneys made pitches for and against the various recommendations.
Christina White, executive director of the Freeport Historical Society, told the council her nonprofit organization is sustained in part by the 15 parking spaces it leases to L.L. Bean. If the parking requirements are reduced, the financial impact would be significant.
Traffic and Parking Committee member Gary Profenno argued for stasis, saying that unknown variables such as an improving economy and the new train station could ultimately create more parking demand from shoppers and rail commuters.
The aspect that drew the most ire, however, was the consultant's recommendation to lift the "grandfathered" status of pre-1976 commercial buildings that are exempt from the village parking requirement.
The town estimates that 75 percent of downtown businesses are grandfathered, while the other 25 percent, many of which are small businesses, are burdened with providing parking for the whole. The consultant's recommendation sought to even the playing field.
Two lawyers representing property owners saw things differently. They both argued that lifting the exception would violate Maine law and suggested litigation would soon follow.
After the public hearing, at-large Councilor Rich DeGrandpre launched into an impassioned defense of grandfathering.
"Grandfathering is a place we shouldn't be messing around," he said. "This is a very slippery slope. This town has been down some slippery slopes quite a few times and it's not pretty at the end."
Vice Chairwoman Kristina Egan, on the other hand, hinted at a general inequality within the current system and argued for a gradual phasing out of grandfathering. Egan, who was absent, submitted her opinion in a written statement that was read by Hendricks.
"Leaving grandfathering in place indefinitely is unfair to new businesses and discourages new businesses from coming to Freeport," she said.
In the end, however, the councilors voted 4-2 to strike any language that would remove the exemption, and later voted 4-2 to accept the new rules, which will result in about 100 fewer parking spaces required of downtown businesses, restaurants and landlords. Councilors Melanie Sachs and Andy Wellen voted against the new rules.
Village parking regulations were first introduced in 1976, then revised over the next 30 years. Until Tuesday's vote, the most recent parking formula had been in place since the 1990s – a period of notable retail growth.
A 2007 study determined that the parking supply in Freeport had increased by more than 600 spaces since the 1990s and the total number of spaces was ample.


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Book your room at Weathervane Motor Court
Standard Room, 2 Queen Beds, Non Smoking
Max Occupancy: 4 guests (up to 3 children, 2 infants)Hotel in Ronks with free breakfast and 24-hour front desk
Situated in Ronks, this hotel is within a 15-minute walk of Lost Treasure Mini Golf, American Music Theatre Lancaster, and Amish Farm and House. The Amish Village and Tanger Outlets Lancaster are also within 2 mi (3 km).
Hotel Features
This hotel features a 24-hour front desk, a garden, and a picnic area. Free continental breakfast, free WiFi in public areas, and free self parking are also provided.
Room Amenities
All 34 rooms provide conveniences like refrigerators and microwaves, plus free WiFi and LCD TVs with digital channels. Other amenities available to guests include free local calls, hair dryers, and phones.
Information missing or incorrect? Tell us!


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The Historic Mayfair Hotel Reviews
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The hotel is around 10 mins walk from the nearby 7th street metro station. There's one 7-11 next to the hotel which is very convenient. There are quite a lot of Japanese people staying inside this hotel. Inside the room there is a TV, refridgerator and wardrobe and it's tidy and neat. Besides staff at reception are kind and helpful. You can make reservation for taxi to the airport at the reception. In addition price for a night is reasonable to afford staying in downtown.
- Globetrotter
- stephen_keung9042
- Hong Kong
- Male, 25-30
- (27 reviews)


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Africa's Top Dj Creme De La Creme Has This To Tell All Of You....
Once upon a time, there was the 'telephone farmer' called Yoram Mwangi. That is how the
hustle started from way young age of 21. Mr. Mwangi used to 'ímport' bananas from Kisii town to
Nairobi where he would sell them by use of a phone to connect people (buyers and sellers) , not
really sure whether he was a Nokia ambassador.
Meet Capital Fm's Dj Protege Hot Girlfriend!
They say and even sing that "Love is a beautiful thing", Well i can guess that this young couple of Dj Protege Mwangi and the stunning Diana Gacheri is a beautiful one. See the photos of the couple here;
Do you love House and Trance music? Then this is the event for you!
Ever wanted to glow in the dark?! Come down to the Island Bar and Lounge tonight!
Party people: T-minus 7 hours to glow in the dark!
Heineken Paints Mombasa Green (Photos)
World's premium beer brand Heineken and Il Covo (Taste Awards 2013 Runner's Up for Heineken Best Club at the Coast) joined forces to bring the GREEN LIGHT TRILOGY! to Mombasa.
See Which Kenyan Celebrities Attended Smirnoff's The Night Launch!
Smirnoff recently launched Smirnoff the Night event at Samba in Westlands. Star studded it was, below are some of the celebrities who attended.
This Friday, the 'Back To Reality' party goes down and you are invited
A new year brings a new series of parties here in Kenya. You know how we do. Everyday is a holiday, especially for the crazy Nairobians. We're just cool like that.
Protege, Creme, Mista Dru, Hypnotiq & W-DJ are Back with a Doctors/Nurses-themed Event
The Deejays Republic is a DJ fraternity consisting of Creme De La Creme, DJ Protege, Mista Dru, DJ Hypnotiq and W-DJ. The outfit is managed by Kiss 100's Kalekye Mumo.
You Can Now Camp at The Mingle
The Mingle is a networking event that enables attendants to open up and meet new people through games and fun social activities.
It takes place on Saturday, December 15th from 12:00 noon to Sunday, 16th December at 8:00 p.m. at Rolf's Place off Magadi Road.