Exhibit 99.2

UNAUDITED CONDENSED PRO FORMA FINANCIAL STATEMENTS OF THE COMPANY FOR THE
TWELVE MONTHS ENDED DECEMBER 31, 2014

The following unaudited pro forma condensed combined balance sheet as of December 31, 2014 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014 are based on the historical financial statements of NaturalShrimp Holdings, Inc. (“NSH”) and Multiplayer Online Dragon, Inc. (“MYDR”), a publicly-held Nevada corporation, pursuant to an Asset Purchase Agreement (the “Agreement”) dated November 26, 2014, after giving effect to NSH’s reverse acquisition of MYDR on January 30, 2015, and applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.  Subsequent to the Agreement, on March 3, 2015, MYDR amended its Articles of Incorporation to change its name to “NaturalShrimp Incorporated” (the “Company” or “NSI”).

The acquisition has been accounted for using the acquisition accounting method, as described in Note 1 to these unaudited pro forma condensed combined financial statements. The Company utilized the accounting guidance in ASC 805-40 “Business Combinations – Reverse Acquisitions” to determine that, for the periods April 1, 2013 through January 29, 2015, NSH, is the accounting acquirer.

The unaudited pro forma condensed combined balance sheet as of December 31, 2014 gives effect to certain pro forma adjustments, is presented as if the reverse acquisition of MYDR had occurred on December 31, 2014, and is derived from the audited consolidated balance sheet of NSH at December 31, 2014 and the unaudited balance sheet of MYDR at December 31, 2014.  The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014 gives effect to certain pro forma adjustments, is derived from the historical statements of operations of NSH, and is presented as if the acquisition occurred on January 1, 2014.

The unaudited pro forma condensed combined statement of operations is based upon the historical financial statements of NSH and MYDR and includes all adjustments that give effect to events that are directly attributable to the transaction, are expected to have a continuing impact, and that are factually supportable.

The pro forma adjustments and related assumptions are described in the accompanying notes presented on the following pages.  The unaudited pro forma adjustments are based upon currently available information and assumptions that we believe to be reasonable.

The unaudited pro forma condensed combined financial statements have been prepared by management for illustrative purposes only, in accordance with Article 11 of Regulation S-X and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had NSH and MYDR been a combined company during the specified periods.  The unaudited pro forma condensed combined financial statements, including the notes thereto, should be read in conjunction with:

the accompanying notes to the unaudited pro forma condensed combined financial statements;
the audited consolidated financial statements of NSH for the year ended December 31, 2014 and the related notes thereto, included in NSH's Form 8-K/A filed with the Securities and Exchange Commission on April 17, 2015;
the audited financial statements of the MYDR for the year ended March 31, 2014 and the related notes thereto, filed as part of MYDR’s Form 10-K filed with the Securities and Exchange Commission on July 14, 2014; and
the unaudited condensed financial statements of MYDR for the nine month periods ended December 31, 2014 and the related notes thereto, filed as part of MYDR’s Form 10-Q filed with the Securities and Exchange Commission on February 23, 2015.
 
 
1

 
 
NATURALSHRIMP HOLDINGS, INC. AND SUBSIDARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2014
(U.S. Dollars in Thousands)
 
 
NaturalShrimp
 
Multiplayer Online
         
NaturalShrimp
 
 
Holdings, Inc.
 
Dragon, Inc.
   
Pro Forma
   
Holdings, Inc.
 
 
Historical
 
Historical
   
Adjustments
   
Pro Forma
 
                     
ASSETS
                   
Current assets
                   
Cash and cash equivalents
  $ 51,110     $ 380           $ 51,490  
Accounts receivable
    3,203                     3,203  
Other
    1,000                     1,000  
                               
Total current assets
    55,313       380             55,693  
                               
Fixed assets
                             
Land
    202,293                     202,293  
Building
    1,350,378                     1,350,378  
Machinery & Equipment
    858,276                     858,276  
Furniture and fixtures
    22,060                     22,060  
Accumulated depreciation
    (1,076,464                     (1,076,464 )
                               
Property and equipment net
    1,356,543       -             1,356,543  
                               
Intangible assets
                             
Identified intangible asset - Know how
                    -  
Goodwill
                          -  
                               
Intangible assets
                          -  
                               
Other assets
                             
Deposits
    11,500                     11,500  
                               
Total other assets
    11,500       -             11,500  
                               
Total assets
  $ 1,423,356     $ 380     $ -     $ 1,423,736  
                                 
LIABLITIES AND STOCKHOLDERS' DEFICIT
                 
Current liabilities
                               
Accounts payable
  $ 211,824     $ 124,993             $ 336,817  
Accrued interest - related parties
    221,137                       221,137  
Other accrued expenses
    28,557                       28,557  
Lines of credit
    775,910                       775,910  
Notes payable - related party
    541,404                       541,404  
Notes payable in default - related party
    2,279,283                       2,279,283  
Current portion of long-term debt
    27,009                       27,009  
                                 
Total current liabilities
    4,085,124       124,993               4,210,117  
                                 
Total liabilities
    4,085,124       124,993               4,210,117  
                                 
Stockholders' deficit
                               
Convertible preferred stock
    34,298             (A)      (34,298)       -  
Common stock
    649,549       9,700     (A)    (649,549)       9,700  
Additional paid in capital
    22,849,363       620,627     (A)    (620,627)       25,042,299  
                    (B)    2,192,936          
Stock payable
    133,522             (A)    (133,522)       -  
Accumulated deficit
    (26,328,500       (754,940     (A)    (754,940)       (27,838,380 )
                                 
Total stockholders' deficit
    (2,661,768       (124,613               (2,786,381 )
                                 
Total liabilities and stockholders' deficit
  $ 1,423,356     $ 380     $ -     $ 1,423,736  
 
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements, which are an integral part of these statements.

 
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NATURALSHRIMP HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2014
(U.S. dollars in thousands, except per share data)
 
   
NaturalShrimp
   
Multiplayer Online
     
NaturalShrimp
 
   
Holdings, Inc.
   
Dragon, Inc.
 
Pro Forma
 
Holdings, Inc.
 
   
Historical
   
Historical
 
Adjustments
 
Pro Forma
 
                     
Sales
  $ 924             $ 924  
                         
Cost of goods sold
                       
Cost of goods sold
    52,146               52,146  
                         
Total cost of goods sold
    52,146       -         52,146  
                           
Gross profit
    (51,222 )     -         (51,222 )
                           
Operating expenses
                         
General and administrative
    1,517,448     $ 139,210         1,656,658  
Rent
    6,690                 6,690  
Salaries and wages
    603,847                 603,847  
                           
Total operating expenses
    2,127,985       139,210         2,267,195  
                           
Amortization of intangibles
                      -  
Depreciation expense
    76,524                 76,524  
                           
Net operating (loss) before other income (expenses)
    (2,255,731 )     (139,210 )       (2,394,941 )
                           
Other income (expense)
                         
Interest expense
    (83,119 )               (83,119 )
Othr income
    7,839                 7,839  
Other expense
    -                 -  
                           
Total other income (expenses)
    (75,280 )     -         (75,280 )
                           
Loss before income taxes
    (2,331,011 )     (139,210 )       (2,470,221 )
                           
Income taxes
    -       -         -  
                           
Net loss
  $ (2,331,011 )   $ (139,210 )     $ (2,470,221 )
                           
                           
NET LOSS PER SHARE - BASIC AND DILUTED
    $ (0.00 )     $ (0.03 )
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING - BASIC AND DILUTED
      97,000,000  
(C)     75,520,240
    85,220,240  
                 
(D)  (87,300,000)
       
 
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements, which are an integral part of these statements.
 
 
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

NOTE 1 - REVERSE ACQUISITION OF MULTIPLAYER ONLINE DRAGON, INC.

On January 30, 2015, Multiplayer Online Dragon, Inc. (“MYDR”) consummated the acquisition of substantially all of the assets (the “Assets”) of NaturalShrimp Holdings Inc. (“NSH”) pursuant to an Asset Purchase Agreement, dated November 26, 2014, by and between MYDR and NSH (the “Agreement”).

In accordance with the terms of the Agreement, MYDR issued 75,520,240 shares of its common stock (the “Shares”) to NSH as consideration for the Assets, which consist primarily of all of the issued and outstanding shares of capital stock of NSC and NS Global, and certain real property located in San Antonio, Texas (the “Transaction”).  As a result of the Transaction, NSH acquired 88.62% of the Company’s issued and outstanding shares of common stock, NSC and NS Global became the Company’s wholly-owned subsidiaries, and the Company is changing its principal business to a global shrimp farming company.

There were no material relationships between MYDR and NSH or between the Company’s or NSH’s respective affiliates, directors, or officers or associates thereof, other than in respect of the Agreement.  Effective on March 3, 2015, MYDR amended its Articles of Incorporation to change its name to “NaturalShrimp Incorporated” (the Company).

Identification of the Accounting Acquirer

The Company considers factors in ASC 805-10-55-10 through 55-15 in identifying the accounting acquirer.  The Company uses the existence of a controlling financial interest to identify the acquirer - the entity that obtains control of the acquiree.  Other pertinent facts and circumstances also shall be considered in identifying the acquirer in a business combination effected by exchanging equity interests, including the following:  (a) The relative voting rights in the combined entity after the business combination, where the acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity taking into consideration the existence of any unusual or special voting arrangements and options, warrants, or convertible securities; (b) the existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a significant voting interest, and where the acquirer usually is the combining entity whose single owner or organized group of owners holds the largest minority voting interest in the combined entity; (c) the composition of the governing body of the combined entity, where the acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity; (d) the composition of the senior management of the combined entity, where the acquirer usually is the combining entity whose former management dominates the management of the combined entity; and (e) the terms of the exchange of equity interests, where the acquirer usually is the combining entity that pays a premium over the pre-combination fair value of the equity interests of the other combining entity or entities, where the acquirer usually is the combining entity whose relative size (measured in, for example, assets, revenues, or earnings) is significantly larger than that of the other combining entity or entities.

Pursuant to ASC Paragraph 805-40-05-2, as one example of a reverse acquisition, a private operating entity may arrange for a public entity to acquire its equity interests in exchange for the equity interests of the public entity.  In this situation, the public entity is the legal acquirer because it issued its equity interests, and the private entity is the legal acquiree because its equity interests were acquired.  However, application of the guidance in ASC 805-10-55-11 through 55-15 results in identifying: (a) The public entity as the acquiree for accounting purposes (the accounting acquiree); and (b) the private entity as the acquirer for accounting purposes (the accounting acquirer).

Measuring the Consideration Transferred and Non-Controlling Interest

Pursuant to ASC 805-40-30-2 and 30-3 in a reverse acquisition, the accounting acquirer usually issues no consideration for the acquiree.  Instead, the accounting acquiree usually issues its equity shares to the owners of the accounting acquirer.  Accordingly, the acquisition-date fair value of the consideration transferred by the accounting acquirer for its interest in the accounting acquiree is based on the number of equity interests the legal subsidiary would have had to issue to give the owners of the legal parent the same percentage equity interest in the combined entity that results from the reverse acquisition.  The fair value of the number of equity interests calculated in that way can be used as the fair value of consideration transferred in exchange for the acquiree.  The assets and liabilities of the legal acquiree are measured and recognized in the condensed consolidated financial statements at their pre-combination carrying amounts (see ASC 805-40-45-2(a)).  Therefore, in a reverse acquisition, the non-controlling interest reflects the non-controlling shareholders’ proportionate interest in the pre-combination carrying amounts of the legal acquiree’s net assets even though the non-controlling interests in other acquisitions are measured at their fair values at the acquisition date.
 
 
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Presentation of Condensed Consolidated Financial Statements Post Reverse Acquisition

Pursuant to ASC 805-40-45-1 and 45-2, condensed consolidated financial statements following a reverse acquisition are issued under the name of the legal parent (accounting acquiree) but described in the notes as a continuation of the financial statements of the legal subsidiary (accounting acquirer), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree.  That adjustment is required to reflect the capital of the legal parent (the accounting acquiree).  Comparative information presented in those condensed consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree).  The condensed consolidated financial statements reflect all of the following: (a) The assets and liabilities of the legal subsidiary (the accounting acquirer) recognized and measured at their pre-combination carrying amounts; (b) the assets and liabilities of the legal parent (the accounting acquiree) recognized and measured in accordance with the guidance in Topic 805 "business combinations"; (c) the retained earnings and other equity balances of the legal subsidiary (accounting acquirer) before the business combination; (d) the amount recognized as issued equity interests in the condensed consolidated financial statements determined by adding the issued equity interest of the legal subsidiary (the accounting acquirer) outstanding immediately before the business combination to the fair value of the legal parent (accounting acquiree) determined in accordance with the guidance in this topic applicable to business combinations.  However, the equity structure (that is, the number and type of equity interests issued) reflects the equity structure of the legal parent (the accounting acquiree), including the equity interests the legal parent issued to effect the combination.

Accordingly, the equity structure of the legal subsidiary (the accounting acquirer) is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition; and (e) the non-controlling interest’s proportionate share of the legal subsidiary’s (accounting acquirer’s) pre-combination carrying amounts of retained earnings and other equity interests as discussed in ASC 805-40-25-2 and 805-40-30-3.

Pursuant to ASC 805-40-45-4 and 45-5, in calculating the weighted-average number of common shares outstanding (the denominator of the earnings-per-share (“EPS”) calculation) during the period in which the reverse acquisition occurs: (a) The number of common shares outstanding from the beginning of that period to the acquisition date shall be computed on the basis of the weighted-average number of common shares of the legal acquiree (accounting acquirer) outstanding during the period multiplied by the exchange ratio established in the merger agreement; and (b) the number of common shares outstanding from the acquisition date to the end of that period shall be the actual number of common shares of the legal acquirer (the accounting acquiree) outstanding during that period.  The basic EPS for each comparative period before the acquisition date presented in the condensed consolidated financial statements following a reverse acquisition shall be calculated by dividing (a) by (b): (a) The income of the legal acquiree attributable to common shareholders in each of those periods; and (b) the legal acquiree’s historical weighted-average number of common shares outstanding multiplied by the exchange ratio established in the acquisition agreement.

As a result of the controlling financial interest of the former stockholders of NSH, for financial statement reporting purposes, the asset acquisition has been treated as a reverse acquisition with NSH deemed the accounting acquirer and the Company deemed the accounting acquiree under the acquisition method of accounting in accordance with ASC 805-10-55 of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC).  The reverse acquisition is deemed a capital transaction and the net assets of NSH (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the acquisition.  The acquisition process utilizes the capital structure of the Company and the assets and liabilities of NSH which are recorded at their historical cost.  The equity of the Company is the historical equity of NSH.
 
 
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The following table summarizes the preliminary acquisition accounting and the tangible assets acquired as of the date of acquisition:

Total purchase consideration:
     
           Common stock outstanding prior to the reverse acquisition
    97,000,000  
           Common stock issued
    75,520,240  
           Common stock cancelled
    (87,300,000
  Common stock outstanding after the reverse acquisition
    85,220,240  
         
The following table summarizes the historical cost values of the
       
     assets acquired and liabilities assumed as if the Acquisition
       
     occurred on December 31, 2014:
       
           Total assets acquired:
       
           Property and equipment, net
  $ 1,356,543  
           Other assets, including cash
    55,313  
            Deposits
    11,500  
           Total assets
  $ 1,423,356  

Total liabilities assumed:
     
           Accounts payable
  $ 211,824  
           Other accrued expenses
    28,557  
           Accrued interest – related party
    221,13  
           Lines of credit
    775,910  
           Loan payables, - related party, including loans in default
    2,820,687  
            Current portion of long-term debt
    27,009  
Total liabilities
    4,085,124  
         
Net transfer value
  $ (2,661,768 )

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The unaudited pro forma condensed combined financial statements have been compiled in a manner consistent with the accounting policies adopted by the Company.  The accounting policies of MYDR were not deemed to be materially different to those adopted by the Company.

NOTE 3 - ACQUISITION-RELATED COSTS

In conjunction with the acquisition, the Company incurred acquisition-related charges, related primarily to investment banking, legal, accounting and other professional services.

NOTE 4 - PRO FORMA ADJUSTMENTS

The unaudited pro forma condensed combined financial statements are based upon the historical financial statements of the Company and MYDR and certain adjustments which the Company believes are reasonable to give effect to the MYDR reverse acquisition.  These adjustments are based upon currently available information and certain assumptions, and therefore the actual impacts will likely differ from the pro forma adjustments.  The Company believes that the preliminary determination of fair value of acquired assets and assumed liabilities and other related assumptions utilized in preparing the unaudited pro forma condensed combined financial statements provide a reasonable basis for presenting the pro forma effects of the reverse acquisition.
 
 
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The adjustments made in preparing the unaudited pro forma condensed combined financial statements are as follows:

(A)
To Pursuant to ASC Paragraphs 805-40-45-1 and 45-2 consolidated financial statements following a reverse acquisition are issued under the name of the legal parent (accounting acquiree) but described in the notes as a continuation of the financial statements of the legal subsidiary (accounting acquirer), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree.  Record the NSH net assets acquired in reverse acquisition of the MYDR.
(B)
To reflect the NSH equity into Additional paid in capital pursuant to ASC 805-40-45
(C)
The number of shares issue to NSH on the transaction date.
(D)
The number of shares cancelled by MYDR on the transaction date.