SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
November 7, 2007
DOMAIN REGISTRATION, CORP.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 000-25487 88-0409159
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State of Commission IRS Employer
Incorporation File Number I.D. Number
P.O. Box 031-088, Shennan Zhong Road, Shenzhen City, P.R. China 518031
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Address of principal executive offices
Registrant's telephone number: (212) 561-3604
W. Tropicana Avenue, Suite 207, Las Vegas, Nevada 89103-4754
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Former Name or Former Address, if Changed Since Last Report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.01. Change in Control of Registrant.
On November 7, 2007, Max Time Enterprises Ltd. ("Purchaser") purchased
from Amy Hadley, Stuart Curtis Nilson and Felicia May Nilson an aggregate of
1,000,000 shares of the outstanding common stock, $.001 par value, of Domain
Registration, Corp. (the "Company") for a total purchase price of $400,000 (the
"Stock Transaction"). The purchased shares constituted, in the aggregate,
approximately 13.34% of the issued and outstanding shares of the Company's
common stock, resulting in a change in the controlling interest of the Company.
Prior to the Stock Transaction, Amy Hadley, Stuart Curtis Nilson and
Felicia May Nilson held an aggregate of 1,000,000 shares of the Company's common
stock, representing collectively approximately 13.34% of the Company's issued
and outstanding shares of common stock.
The source of the funds with which Purchaser purchased such shares was
working capital.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Change of Management
On November 7, 2007, Hui Ping Cheng was appointed as a director of the
Company, to serve until her successor shall be elected and qualified until the
earlier of her death, resignation or removal in the manner provided for in the
Company's by-laws. In addition, Ms. Cheng was nominated and elected by the Board
as President of the Company, to serve until her successor shall be elected and
qualified until the earlier of her death, resignation or removal in the manner
provided for in the Company's by-laws.
In conjunction with Ms. Cheng's appointment to the Board and election as
an officer of the Company, Amy Hadley, Stuart Curtis Nilson and Felicia May
Nilson submitted their resignations as members of the Board and as the Company's
officers. Ms. Hadley's resignation as a director is effective upon the
expiration of the statutory ten (10) day waiting period following the filing by
the Company with the SEC of an Information Statement pursuant to Rule 14f-1
promulgated under the Securities Exchange Act of 1934, as amended, relating to
the change in control of the Board occasioned by the resignations of Amy Hadley,
Stuart Curtis Nilson and Felicia May Nilson from the Board of Directors.
Business Experience of New Management.
Hui Ping Cheng, the newly appointed director and President of the Company,
previously served as a senior accountant and accounting department director at
Shenzhen Yi Zhi Pharmaceutical Company Limited from September 1998 until April
2007, where she managed and oversaw the company's accounting department. Since
April 2007, she has served as director and president of Max Time Enterprises
Ltd., which positions she continues to hold.
Terms of Engagement.
As provided in the Company's by-laws, all directors shall hold office
until the completion of their term of office as provided in the Company's
by-laws, or until their respective successors have been elected or their earlier
death, resignation or removal. All officers are appointed annually by the Board
and, subject to any existing employment agreement, serve at the discretion of
the Board. As of this date, no written employment agreement exists between the
Company and Ms. Cheng, as new management. Currently directors of the Company
receive no compensation.
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The Company will consider applying for officers and directors liability
insurance at such time as it has the resources to do so. The Company has
determined that it has neither sufficient members nor resources currently to
establish audit, compensation or other committees.
Relationships and Related Transactions.
After giving effect to the Stock Transaction, Hui Ping Cheng is an
indirect owner of the 1,000,000 shares of the Company's common stock held by
Purchaser by reason of her control of Purchaser, of which entity she is the sole
owner, director and officer.
On November 7, 2007, Ms. Cheng was appointed as a director and the
President of the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 8, 2007
DOMAIN REGISTRATION, CORP.
By: /s/ Hui Ping Cheng
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Name: Hui Ping Cheng
Title: President
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