UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008
OR
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION FROM _______ TO ________.
COMMISSION FILE NUMBER: 000-25487
DOMAIN REGISTRATION, CORP.
----------------------------------------------------------------_
(Exact Name of Small Business Issuer as Specified in its Charter)
NEVADA 88-0409159
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 031-088, Shennan Zhong Road,
Shenzhen City, P.R. China 518031 n/a
---------------------------------------- ------------------
(Address of principal executive offices) (Zip code)
|
Issuer's telephone number: 011-86-21-61050200
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 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.
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes |X| No |_|
At June 30, 2008, the Registrant had outstanding 7,500,000 shares of common
stock.
PART I
Financial Information
Item 1. Financial Statements
DOMAIN REGISTRATION, CORP.
(A Development Stage Enterprise)
FINANCIAL STATEMENTS
JUNE 30, 2008
DOMAIN REGISTRATION, CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
CONTENTS
Balance Sheets F-1
Statements of Operations F-2
Statements of Cash Flows F-3
Notes to Financial Statements F-4
|
DOMAIN REGISTRATION, CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
|
June 30, December 31,
2008 2007
--------- ---------
ASSETS
CURRENT ASSETS
Total Current Assets $ -- $ --
--------- ---------
Total Assets $ -- $ --
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 19,855 $ 12,355
Officer advances 35,120 --
--------- ---------
Total Current Liabilities 54,975 12,355
--------- ---------
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 50,000,000 shares authorized,
7,500,000 shares issued and outstanding at June 30, 2008 and
December 31, 2007 7,500 7,500
Additional paid-in capital 80,568 80,568
Accumulated deficit during development stage (143,043) (100,423)
--------- ---------
Total Stockholders' Deficit (54,975) (12,355)
--------- ---------
Total Liabilities and Stockholders' Deficit $ -- $ --
========= =========
|
The accompanying notes are an integral part of these financial statements.
F-1
DOMAIN REGISTRATION, CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended July 10, 1996
June 30, June 30, (inception) to
----------------------------- ----------------------------- June 30,
2008 2007 2008 2007 2008
----------- ----------- ----------- ----------- -----------
Revenues $ -- $ -- $ -- $ -- $ 44
Cost of revenue -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Gross profit -- -- -- -- 44
General, selling and
administrative expenses 27,440 1,308 42,620 4,950 143,087
----------- ----------- ----------- ----------- -----------
Operating (loss) (27,440) (1,308) (42,620) (4,950) (143,043)
----------- ----------- ----------- ----------- -----------
Nonoperating income (expense) -- -- -- -- --
----------- ----------- ----------- ----------- -----------
(Loss) before income taxes (27,440) (1,308) (42,620) (4,950) (143,043)
Income taxes -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net (loss) $ (27,440) $ (1,308) $ (42,620) $ (4,950) $ (143,043)
=========== =========== =========== =========== ===========
Net (loss) per share, basic and
diluted $ -- $ -- $ (0.01) $ --
=========== =========== =========== ===========
Weighted average common shares
outstanding,
basic and diluted 7,500,000 7,500,000 7,500,000 7,500,000
=========== =========== =========== ===========
|
The accompanying notes are an integral part of these financial statements.
F-1
DOMAIN REGISTRATION, CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
July 10, 1996
Six Months Ended (inception) to
June 30, June 30,
2008 2007 2008
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (42,620) $ (4,950) $(143,043)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in prepaid expense -- -- --
Increase (decrease) in accounts payable 7,500 -- 19,855
--------- --------- ---------
Net cash provided by (used in) operating activities (35,120) (4,950) (123,188)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- -- 7,500
Proceeds from capital contribution -- -- 80,568
Increase (decrease) in officer advances 35,120 4,950 35,120
--------- --------- ---------
Net cash provided by (used in) financing activities 35,120 4,950 123,188
--------- --------- ---------
Net increase (decrease) in cash -- -- --
Cash, beginning of period -- -- --
--------- --------- ---------
Cash, end of period $ -- $ -- $ --
========= ========= =========
SUPPLEMENTAL DISCLOSURES:
Interest payments $ -- $ -- $ --
========= ========= =========
Income tax payments $ -- $ -- $ --
========= ========= =========
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Capital contribution from prior period officer advances $ -- $ -- $ 76,550
|
The accompanying notes are an integral part of these financial statements.
F-1
DOMAIN REGISTRATION, CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 1 - NATURE OF THE BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS:
Domain Registration, Corp. ("Company") was organized on July 31, 2001 under the
laws of the State of Nevada. Bahamas Enterprises, Inc., the accounting
predecessor to the Company was organized under the laws of the State of Nevada
on July 10, 1996. The Company currently has limited operations and, in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered a
Development Stage Enterprise.
ESTIMATES
The preparation of financial statements in conformity with 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.
CASH
For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents. There were no cash
equivalents as of June 30, 2008 and December 31, 2007.
INCOME TAXES
Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES." A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax basis. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effect of
changes in tax laws and rates on the date of enactment.
REVENUE RECOGNITION
Revenues are recognized as incurred. Anticipated revenues will be from the
registration of domain names through the website domain registration agreement
with Verio, Inc. As of June 30, 2008, the Company had one registered domain name
through the websites in 2004. Cost of sales is the monthly cost of web hosting
through Verio, Inc. Since the Company has no significant recorded revenues from
registration of domain names, the cost of the websites have been reclassified as
operating expenses.
F-2
DOMAIN REGISTRATION, CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2007, the FASB issued SFAS No. 141R, "Business Combinations" ("SFAS
No. 141R"). SFAS No. 141R amends SFAS 141 and provides revised guidance for
recognizing and measuring identifiable assets and goodwill acquired, liabilities
assumed, and any noncontrolling interest in the acquiree. It also provides
disclosure requirements to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. It is effective
for fiscal years beginning on or after December 15, 2008 and will be applied
prospectively. We are currently evaluating the impact of adopting SFAS No. 141R
on our consolidated financial statements.
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements -- an amendment of ARB No. 51" ("SFAS No.
160"). SFAS No. 160 requires that ownership interests in subsidiaries held by
parties other than the parent, and the amount of consolidated net income, be
clearly identified, labeled, and presented in the consolidated financial
statements. It also requires once a subsidiary is deconsolidated, any retained
noncontrolling equity investment in the former subsidiary be initially measured
at fair value. Sufficient disclosures are required to clearly identify and
distinguish between the interests of the parent and the interests of the
noncontrolling owners. It is effective for fiscal years beginning on or after
December 15, 2008 and requires retroactive adoption of the presentation and
disclosure requirements for existing minority interests. All other requirements
shall be applied prospectively. We are currently evaluating the impact of
adopting SFAS No. 160 on our consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157). SFAS 157 provides guidance for using fair value to measure assets and
liabilities. SFAS 157 addresses the requests from investors for expanded
disclosure about the extent to which companies measure assets and liabilities at
fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and does
not expand the use of fair value in any new circumstances. SFAS 157 is effective
for financial statements issued for fiscal years beginning after November 15,
2007 and will be adopted by the Company in the first quarter of fiscal year
2009. We do not expect that the adoption of SFAS 157 will have a material impact
on our financial condition or results of operations.
GOING CONCERN
The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have cash or any material
assets, nor does it have operations or a source of revenue sufficient to cover
its operation costs and allow it to continue as a going concern. The Company
will be dependent upon the raising of additional capital through placement of
our common stock in order to implement its business plan, or merge with an
operating company. There can be no assurance that the Company will be successful
in either situation in order to continue as a going concern. The officers and
directors have committed to advancing certain operating costs of the Company.
F-3
DOMAIN REGISTRATION, CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 2 - STOCKHOLDERS' EQUITY
COMMON STOCK
The authorized common stock of the accounting predecessor to the Company
consisted of 25,000,000 shares with par value of $0.001. On July 30, 1996, the
accounting predecessor to the Company authorized and issued 21,000 shares of its
no par value common stock in consideration of $2,100 in cash.
On February 2, 1999, the State of Nevada approved Bahamas Enterprises, Inc.'s
restated Articles of Incorporation, which increased its capitalization from
25,000 common shares to 25,000,000 common shares. The no par value was changed
to $0.001 per share. On February 2, 1999, Bahamas Enterprises, Inc.'s
shareholders approved a forward split of its common stock at one hundred shares
for one share of the existing shares. The number of common stock shares
outstanding increased from 21,000 to 2,100,000. Prior period information has
been restated to reflect the stock split
Through the merger with Suzy-Path, Corp. as described in Note 6 to the financial
statements, the accounting predecessor to the Company issued 2,000,000 shares of
common stock for each share outstanding of Suzy-Path, Corp. resulting in
4,100,000 shares outstanding.
Based upon Rule 12g-3(a) of the rules promulgated under the Securities Exchange
Act of 1934, as amended, Domain Registration, Corp. became the surviving entity
for reporting purposes to the Securities and Exchange Commission. Based upon the
terms of the merger agreement, the 4,100,000 issued and outstanding shares of
Suzy-Path, Corp. were automatically converted to the same number of shares in
Domain Registration, Corp. Each of the shareholders of Suzy-Path, Corp.
exchanged his or her stock for the stock of the Company.
Domain Registration, Corp. was organized July 31, 2001 under the laws of the
State of Nevada. The Company authorized 50,000,000 shares of common stock.
On September 27, 2007, the Company's shareholders approved a stock dividend that
is being treated as a stock split of its common stock. The dividend will be nine
shares for each share of the outstanding shares at October 10, 2007. No
fractional shares will be issued. The number of common stock shares outstanding
increased from 4,100,000 to 41,000,000. Prior to November 1, 2007, the
shareholders had surrendered to the Company for cancellation an aggregate of
33,500,000 shares of common stock, resulting in 7,500,000 shares outstanding.
All share and per share information has been retroactively adjusted to reflect
the stock split and subsequent stock cancellation.
The Company has not authorized any preferred stock.
NET LOSS PER COMMON SHARE
Net loss per share is calculated in accordance with SFAS No. 128, "EARNINGS PER
SHARE." The weighted-average number of common shares outstanding during each
period is used to compute basic loss per share. The calculation of diluted net
loss per share gives effect to common stock equivalents, however, potential
common shares are excluded if their effect is antidilutive.
Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 7,500,000 for June 30, 2008 and December
31, 2007. As of June 30, 2008 and since inception, the Company had no dilutive
potential common shares.
F-4
DOMAIN REGISTRATION, CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 3 - INCOME TAXES
We did not provide any current or deferred U.S. federal income tax provision or
benefit for any of the periods presented because we have experienced operating
losses since inception. We provided a full valuation allowance on the net
deferred tax asset, consisting of net operating loss carryforwards, because
management has determined that it is more likely than not that we will not earn
income sufficient to realize the deferred tax assets during the carryforward
period.
The components of the Company's deferred tax asset as of June 30, 2008 and
December 31, 2007 are as follows:
June 30, 2008 December 31, 2007
---------------- -----------------
Net operating loss carryforward $ 48,635 $ 34,144
Valuation allowance (48,635) (34,144)
---------------- -------------
Net deferred tax asset $ -- $ --
================ =============
|
A reconciliation of income taxes computed at the statutory rate to the income
tax amount recorded is as follows:
Six Months Ended
-----------------------------------------------------
June 30, 2008 June 30, 2007 Since Inception
--------------- --------------- ---------------
Tax at statutory rate (34%) $ -- $ -- $ --
Increase in deferred tax assets (14,491) (1,683) (48,635)
Increase in valuation allowance 14,491 1,683 48,635
--------------- --------------- ---------------
Income tax expenses $ -- $ -- $ --
=============== =============== ===============
|
The net federal operating loss carry forward will expire between 2016 and 2027.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
In connection with the acquisition of Suzy-Path, Corp. and Domain Registration,
Corp., the Company acquired certain federal net operating loss carryforwards of
$3,429. If, in the future, the realization of these acquired deferred tax assets
becomes more likely than not, any reduction in the associated valuation
allowance will be allocated to reduce purchased intangibles.
F-5
DOMAIN REGISTRATION, CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company does not own or lease any real or personal property. The resident
agent for the corporation provides office services without charge, as an
accommodation to the officers and directors. Such costs are immaterial to the
financial statements and accordingly, have not been reflected therein. The
officers and directors for the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business interest. The
Company has not formulated a policy for the resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.
NOTE 6 - BUSINESS COMBINATIONS
MERGER BETWEEN SUZY-PATH, CORP. AND BAHAMAS ENTERPRISES, INC.
Bahamas Enterprises, Inc. is a reporting company to the Security and Exchange
Commission under the Securities Exchange Act of 1934, as amended. Suzy-Path,
Corp. owned a domain name and maintained a web site for customers to register
domain names and the referral of web hosting services through a contact with
Verio, Inc.
Transactions pursuant to SFAS No. 141, "BUSINESS COMBINATIONS," require the
acquisition of a business entity. Bahamas Enterprises, Inc. was a non-operating
public shell corporation, and therefore, not a business. For reporting purposes,
the transaction is treated as a capital transaction where the acquiring
corporation issued stock for the net monetary assets of the shell corporation,
accompanied by a recapitalization. The accounting is similar in form to a
reverse acquisition, except that goodwill or other intangibles are not recorded.
The combination was recorded as follows:
Suzy-Path Corp. Bahamas Enterprises Merged Companies
Cash $ 1,376 $ -- $ 1,376
Prepaid assets 13,050 -- 13,050
Investment in subsidiary 15,000 -- 15,000
--------------- --------------- ---------------
Total Assets 29,426 -- 29,426
=============== =============== ===============
Officer payable 15,000 26,588 41,588
Accounts payable 13,500 1,599 15,099
--------------- --------------- ---------------
Total Liabilities 28,500 28,187 56,687
=============== =============== ===============
Common Stock 2,000 2,100 4,100
Accumulated deficit (1,074) (30,287) (31,361)
--------------- --------------- ---------------
Shareholders' equity (deficit) $ 926 $ (28,187) $ (27,261)
=============== =============== ===============
|
F-6
DOMAIN REGISTRATION, CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 6 - BUSINESS COMBINATIONS (CONTINUED)
MERGER BETWEEN DOMAIN REGISTRATION, CORP. AND SUZY-PATH, CORP.
Domain Registration, Corp. was a wholly-owned subsidiary of Suzy-Path, Corp. It
also owned domain names and maintained a web site for customers to register
domain names through a contact with Verio, Inc. The merger resulted in the
direct acquisition of the assets comprising a going business.
Suzy-Path, Corp and Domain Registration reported on a consolidated basis. Domain
Registration, Corp. issued one share of Domain Registration, Corp. stock for
each share of stock in Suzy-Path, Corp. The purpose of the transaction was to
acquire the assets of Suzy-Path, Corp. Domain Registration, Corp. then cancelled
the sole share of ownership held by Suzy-Path, Corp. Domain Registration, Corp.
has elected to be the surviving entity for reporting purposes.
SFAS No. 141, "BUSINESS COMBINATIONS," does not apply to the transaction as both
entities were under common control. In accordance with APB No. 16, "BUSINESS
COMBINATIONS," the merger was treated as an exchange of equity of entities under
common control where the merged financial statements of Domain Registration,
Corp. were the consolidated financial statements of Suzy-Path, Corp. and
subsidiaries; these financial statements are included with Domain Registration,
Corp.'s as if the transaction had occurred at the beginning of the reporting
period.
NOTE 7 - OFFICER ADVANCES
The Company has incurred costs while seeking additional capital through a merger
with an existing company. An officer of the Company has advanced funds on behalf
of the Company to pay for these costs and other de minims operating costs the
Company may have incurred. These funds have been advanced interest free. As of
June 30, 2008 and December 31, 2007, the Company owed the officer $35,120 and $0
respectively.
On November 7, 2007, the Company's former shareholder officers sold to Max Time
Enterprises Ltd. ("MTE") a total of 1,000,000 shares of the common stock, $.001
par value, of the Company, constituting 13.34% of the shares of the Company then
issued and outstanding (the "Stock Transaction") which resulted in a change in
control of the Company. As a result of the Stock Transaction which changed the
Company's controlling person to MTE, the former officer forgave the indebtedness
owed to her by the Company. The balance of the former officer advances was
adjusted to common stock and additional paid-in capital as the former officer's
capital contribution to the Company.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion of our financial condition and results of operations
should be read in conjunction with the financial statements and the related
notes thereto included elsewhere in this Quarterly Report and in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2007. The matters
discussed herein contain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended, which involve risks and
uncertainties. All statements other than statements of historical information
provided herein may be deemed to be forward-looking statements. Without limiting
the foregoing, the words "believes", "anticipates", "plans", "expects" and
similar expressions are intended to identify forward-looking statements. Factors
that could cause actual results to differ materially from those reflected in the
forward-looking statements include, but are not limited to, those discussed
under the heading "Risk Factors" and elsewhere in this report and the risks
discussed in our other filings with the SEC. While these forward-looking
statements, and any assumptions upon which they are based, are made in good
faith and reflect our current judgment regarding the direction of our business,
actual results will almost always vary, sometimes materially, from any
estimates, predictions, projections, assumptions or other future performance
suggested herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis, judgment,
belief or expectation only as of the date hereof. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
As used in this Quarterly Report, references to "our company," "Company," "we"
or "us" refers to Domain Registration, Corp., unless otherwise specifically
stated or the context requires otherwise. All share and per share information in
this Quarterly Report gives effect to a 10-for-1 forward stock split of our
common stock effected on October 10, 2007.
F-7
Plan of Operation
We will attempt to acquire other assets or business operations that will
maximize shareholder value. No specific assets or businesses have been
definitively identified and there is no certainty that any such assets or
business will be identified or any transactions will be consummated.
We expect that we will need to raise funds in order to effectuate our business
plan. We will seek to establish or acquire businesses or assets with funds
raised either via the issuance of shares or debt. There can be no assurance that
additional capital will be available to us. We may seek to raise the required
capital by other means. We may have to issue debt or equity or enter into a
strategic arrangement with a third party. We currently have no agreements,
arrangements or understandings with any person to obtain funds through bank
loans, lines of credit or any other sources. Since we have no such arrangements
or plans currently in effect, our inability to raise funds will have a severe
negative impact on our ability to remain a viable company. In pursuing the
foregoing goals, we may seek to expand or change the composition of the Board or
make changes to our current capital structure, including issuing additional
shares or debt and adopting a stock option plan.
We have had no revenues from inception through June 30, 2008. We have a loss
from inception through June 30, 2008 of ($143,043) and a loss from inception
through December 31, 2007 of $(100,423). We do not expect to generate any
revenues over the next twelve months. Our principal business objective for the
next 12 months will be to seek, investigate and, if such investigation warrants,
engage in a business combination with a private entity whose business presents
an opportunity for our shareholders.
During the next 12 months we anticipate incurring costs related to filing of
Exchange Act reports, and costs relating to consummating an acquisition. We
believe we will be able to meet these costs through use of funds in our treasury
and additional amounts, as necessary, to be loaned by or invested in us by our
stockholder, management or other investors. We have no specific plans,
understandings or agreements with respect to the raising of such funds, and we
may seek to raise the required capital by the issuance of equity or debt
securities or by other means. Since we have no such arrangements or plans
currently in effect, our inability to raise funds for the consummation of an
acquisition may have a severe negative impact on our ability to become a viable
company.
The capital requirements relating to implementation of our business plan will be
significant.
Management plans to rely on the proceeds from new debt or equity financing and
the sale of shares held by it to finance its ongoing operations. During 2008, we
intend to continue to seek additional capital in order to meet our cash flow and
working capital. There is no assurance that we will be successful in achieving
any such financing or raise sufficient capital to fund our operations and
further development. We cannot assure you that financing will be available to us
on commercially reasonable terms, if at all. If we are not successful in
sourcing significant additional capital in the near future, we will be required
to significantly curtail or cease ongoing operations and consider alternatives
that would have a material adverse affect on our business, results of operations
and financial condition.
Restated Financial Statements
We had determined that the accounting treatment of the merger transaction
between Bahamas Enterprises, Inc. and Suzy-Path, Corp. was incorrect. On October
9, 2001, we treated the merger of these entities as a business acquisition using
the purchase method of accounting as described by the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards ("SFAS"),
SFAS No. 141, "Business Combinations." Upon subsequent review of the
transaction, this was determined to be an incorrect treatment.
Business combinations under SFAS No. 141 apply to the acquisition of a business.
Bahamas Enterprises, Inc. was a non-operating public shell corporation, and
therefore, not a business. For reporting purposes, the transaction is treated as
a capital transaction where the acquiring corporation issued stock for the net
monetary assets of the shell corporation, accompanied by a recapitalization. The
accounting is similar in form to a reverse acquisition, except that goodwill or
other intangibles are not recorded.
In addition, on October 10, 2001, we had a business combination that occurred
between Suzy-Path, Corp., our parent corporation, and us, as a wholly owned
subsidiary. The parent and subsidiary were consolidated for financial purposes.
SFAS No. 141, "Business Combinations," does not apply to the transaction as both
entities were under common control. In accordance with APB No. 16 the merger was
treated as an exchange of equity of entities under common control where the
merged financial statements of Domain Registration, Corp. were the consolidated
financial statements of Suzy-Path, Corp. and subsidiaries; these financial
statements are included with Domain Registration, Corp.'s as if the business
transaction had occurred at the beginning of the reporting period.
Prior to the restatement of the financial statements, the goodwill, as of
December 31, 2001 and December 31, 2002, net of amortization was $1,700.
F-8
Results of Operations
We have had no revenues from December 31, 2007 to June 30, 2008.
Our loss from inception through June 30, 2008 was $143,043 and our loss from
inception through December 31, 2007 was $100,423 or an increase for the six
months then ended of $42,620.
As of June 30, 2008, our total loss for the six months then ended was $42,620.
During the six months ending June 30, 2007, we incurred total loss of $4,950.
We had officer's advances of $83,968 from inception to December 31, 2007 to
cover our operating expenses. The total officer advances of $83,968 was adjusted
to common stock and additional paid-in capital as the former officer forgave the
indebtedness we owed to her as part of the stock transaction, described below,
completed on November 7, 2007 which resulted in the change in our control. On
November 7, 2007, the Company's former shareholder officers sold to Max Time
Enterprises Ltd. a total of 1,000,000 shares of the common stock, constituting
13.34% of our then outstanding shares of common stock. During the six months
ending June 30, 2008, we incurred office advances of $35,120 to the current
officer.
Financial Condition
Our auditor's going concern opinion for prior years ended and the notation in
the financial statements indicate that we do not have significant cash or other
material assets and that we are relying on advances from stockholders, officers
and directors to meet limited operating expenses. We do not have sufficient cash
or other material assets nor do we have sufficient operations or an established
source of revenue to cover our operational costs that would allow us to continue
as a going concern.
Liquidity and Capital Resources
As of June 30, 2008, we had no assets, total liabilities of $54,975 and a
negative net worth of $54,975. As of December 31, 2007, we had total liabilities
of $12,355 and a negative net worth of $12,355. Our accounts payable as of June
30, 2008 was $19,855 and as of December 31, 2007 was $12,355.
As of June 30, 2008, giving effect to the restatement of the financial
statements as of December 31, 2001 and December 31, 2002, the accumulated
deficit during the development stage was $143,043. As of December 31, 2007, the
accumulated deficit was $100,423.
The capital requirements relating to implementation of our business plan will be
significant.
Since we have had no operating history nor any revenues or earnings from
operations, with no significant assets or financial resources, we will in all
likelihood sustain operating expenses without corresponding revenues, at least
until the consummation of a business combination. This may result in our
incurring a net operating loss which will increase continuously until we can
consummate a business combination with a profitable business opportunity and
consummate such a business combination.
We are dependent upon our principal stockholder and officer to meet any de
minimis costs that we may incur.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies and Estimates
We prepare our financial statements in accordance with accounting principles
generally accepted in the United States, and make estimates and assumptions that
affect our reported amounts of assets, liabilities, revenue and expenses. We
base our estimates on historical experience and other assumptions that we
believe are reasonable in the circumstances. Actual results may differ from
these estimates.
The following critical accounting policies affect our more significant estimates
and assumptions used in preparing our consolidated financial statements.
Our financial statements have been prepared on the going concern basis, which
assumes the realization of assets and liquidation of liabilities in the normal
course of operations. If we were not to continue as a going concern, we would
likely not be able to realize on our assets at values comparable to the carrying
value or the fair value estimates reflected in the balances set out in the
preparation of our financial statements. There can be no assurances that we will
be successful in generating additional cash from equity or other sources to be
used for operations. Our financial statements do not include any adjustments to
the recoverability of assets and classification of assets and liabilities that
might be necessary should we be unable to continue as a going concern.
F-9
Going Concern
The nature of our financial status makes us lack the characteristics of a going
concern. This is because the company, due to its financial condition, may have
to seek loans or the sale of its securities to raise cash to meet its cash
needs. We have no revenue and no cash. The level of current operations does not
sustain our expenses and we have no commitments for obtaining additional
capital. These factors, among others, raise substantial doubt about our ability
to continue as a going concern.
Recent Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141R, "Business Combinations" ("SFAS
No. 141R"). SFAS No. 141R amends SFAS 141 and provides revised guidance for
recognizing and measuring identifiable assets and goodwill acquired, liabilities
assumed, and any noncontrolling interest in the acquiree. It also provides
disclosure requirements to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. It is effective
for fiscal years beginning on or after December 15, 2008 and will be applied
prospectively. We are currently evaluating the impact of adopting SFAS No. 141R
on our consolidated financial statements.
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements -- an amendment of ARB No. 51" ("SFAS No.
160"). SFAS No. 160 requires that ownership interests in subsidiaries held by
parties other than the parent, and the amount of consolidated net income, be
clearly identified, labeled, and presented in the consolidated financial
statements. It also requires once a subsidiary is deconsolidated, any retained
noncontrolling equity investment in the former subsidiary be initially measured
at fair value. Sufficient disclosures are required to clearly identify and
distinguish between the interests of the parent and the interests of the
noncontrolling owners. It is effective for fiscal years beginning on or after
December 15, 2008 and requires retroactive adoption of the presentation and
disclosure requirements for existing minority interests. All other requirements
shall be applied prospectively. We are currently evaluating the impact of
adopting SFAS No. 160 on our consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157). SFAS 157 provides guidance for using fair value to measure assets and
liabilities. SFAS 157 addresses the requests from investors for expanded
disclosure about the extent to which companies measure assets and liabilities at
fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and does
not expand the use of fair value in any new circumstances. SFAS 157 is effective
for financial statements issued for fiscal years beginning after November 15,
2007 and will be adopted by the Company in the first quarter of fiscal year
2009. We do not expect that the adoption of SFAS 157 will have a material impact
on our financial condition or results of operations.
Accounting for a Business Combination
In July 2001, the FASB issued "SFAS" No. 141, "Business Combinations" and SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting, and broadens the criteria for recording
intangible assets separate from goodwill. Recorded goodwill and intangibles will
be evaluated against these new criteria and may result in certain intangibles
being subsumed into goodwill, or alternatively, amounts initially recorded as
goodwill may be separately identified and recognized apart from goodwill. SFAS
No. 142 requires the use of a non-amortization approach to account for purchased
goodwill and certain intangibles. Under a non-amortization approach, goodwill
and certain intangibles is more than its fair value. Goodwill is the excess of
the acquisition costs of the acquired entity over the fair value of the
identifiable net assets acquired. The Company is required to test goodwill and
intangible assets that are determined to have an indefinite life for impairments
at least annually. The provisions of SFAS No. 142 require the completion of an
annual impairment test with any impairment recognized in current earnings. The
provisions of SFAS No. 141 and SFAS No. 142 may be applicable to any business
combination that we may enter into in the future.
We have also been informed that most business combinations will be accounted for
as a reverse acquisition with us being the surviving registrant.
As a result of any business combination, if the acquired entity's shareholders
will exercise control over us, the transaction will be deemed to be a capital
transaction where we are treated as a non-business entity. Therefore, the
accounting for the business combination is identical to that resulting from a
reverse merger, except no goodwill or other intangible assets will be recorded.
For accounting purposes, the acquired entity will be treated as the accounting
acquirer and, accordingly, will be presented as the continuing entity.
Item 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to smaller reporting companies.
F-10
Item 4. EVALUATION OF DISCLOSURE ON CONTROLS AND PROCEDURES.
Based on an evaluation of our disclosure controls and procedures as of the end
of the quarterly period covered by this report (and the financial statements
contained in the report), our president and chief financial officer has
determined that our current disclosure controls and procedures are effective.
There have not been any changes in our internal control over financial reporting
(as such term is defined in Rules 13a-15(f) under the Exchange Act) during our
most recently completed fiscal quarter which is the subject of this report 7
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1A - Risk Factors
The purchase of our common stock involves a high degree of risk. Before
you invest you should carefully consider the risks and uncertainties described
in our Annual Report on Form 10-K for the fiscal year ended December 31,2007
(the "2007 Form 10-K"), under the caption "Risk Factors," our Management's
Discussion and Analysis of Financial Condition and Results of Operations set
forth in Item 2 of Part I of this report, our consolidated financial statements
and related notes included in Item 1 of Part I of this report and our
consolidated financial statements and related notes, our Management's Discussion
and Analysis of Financial Condition and Results of Operations and the other
information in our 2007 Form 10-K. Readers should carefully review those risks,
as well as additional risks described in other documents we file from time to
time with the Securities and Exchange Commission.
There have been no material changes in the risk factors previously
disclosed in the 2007 Form 10-K.
Item 6. - Exhibits
The following exhibits are filed with this report:
31.1 Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive And
Financial Officer.
32.1 Section 1350 Certification - Chief Executive and Financial
Officer.
F-11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 14, 2008 DOMAIN REGISTRATION, CORP.
By: /s/ Hui Peng Cheng
-------------------------------------
Hui Peng Cheng
President and Chief Financial Officer
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F-12
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