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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT RE CHANGE IN MAJORITY
OF DIRECTORS PURSUANT TO RULE 14f-1
UNDER SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 000-25487
DOMAIN REGISTRATION, CORP.
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(Exact name of registrant in its charter)
NEVADA 88-0409159
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 031-088, Shennan Zhong Road,
Shenzhen City, P.R. China 518031
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(Address of principal executive office, including Zip Code)
Registrant's telephone number - (212) 561-3604
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
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(Title of each class)
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As of November 1, 2007, the number of outstanding shares of the Company's,
common stock $.001 par value per share, was 7,500,000. Of this number 6,500,000
shares were held by non-affiliates of the Company.
*Affiliates for the purpose of this item refers to the Company's officers and
directors and/or any persons or firms (excluding those brokerage firms and/or
clearing houses and/or depository companies holding Company's securities as
record holders only for their respective clienteles' beneficial interest) owing
5% or more of the Registrant's common stock, both of record and beneficially.
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1
INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1
We are furnishing this Information Statement to all of the holders of record of
our common stock, $.001 par value per share, at the close of business on
November 7, 2007.
This notice is required by Section 14(f) of the
Securities Exchange Act of 1934 (the "Exchange Act") and Rule
14f-1 of the Securities and
Exchange Commission ("SEC").
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NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT.
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INTRODUCTION
This Information Statement sets forth the change in the majority of the
Company's board of directors effected by that certain Stock Transaction
described below, and contains related biographical and other information
concerning the Company's executive officers, directors and certain beneficial
holders. This Information Statement is being filed with the Securities and
Exchange Commission ("SEC") and delivered to stockholders holding all 7.500.000
of the issued and outstanding shares of common stock, par value $.001 per share,
of Domain Registration, Corp. (the "Company"), representing all of the shares
otherwise entitled to vote at a meeting of stockholders for the election of the
Company's directors.
However, because the Company's articles of incorporation and by-laws
permit vacancies in its board of directors (the "Board") to be filled by a
majority of the remaining directors, the holders of the Company's shares of
common stock receiving this Information Statement are not being asked to vote or
take any other action with respect to the transactions described by this
Information Statement.
All Company filings, and exhibits thereto, may be inspected without charge
at the public reference section of the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of this material also may be obtained from
the SEC at prescribed rates. The SEC also maintains a website that contains
reports, proxy and information statements and other information regarding public
companies that file reports with the SEC. Copies of the Company filings may be
obtained from the SEC's website at http://www.sec.gov. Upon the completion of
the Stock Transaction (as defined below), the Company filed a report on Form 8-K
with the SEC concerning the Change in Control of the Company and the Departure
and Election of Directors at the Company.
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CHANGE IN MAJORITY OF DIRECTORS
On November 7, 2007, Max Time Enterprises Ltd. ("MTE") and Amy Hadley,
Stuart Curtis Nilson and Felicia May Nilson (the "Sellers") consummated MTE's
purchase of shares of capital stock of the Company in accordance with the terms
and conditions of that certain Stock Purchase Agreement, dated as of November 7,
2007, by and between MTE and the Sellers (the "Purchase Agreement"). Under the
terms of the Purchase Agreement, for and in consideration of $400,000, the
Sellers sold, and MTE acquired, 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").
Immediately prior to the closing of the Stock Transaction, Stuart Curtis
Nilson and Felicia May Nilson resigned from all of their positions as directors
and officers of the Company effective immediately. At the closing of the Stock
Transaction, Amy Hadley resigned as an officer of the Company effective
immediately and as a director of the Company effective as of the Effective Date
(as defined below). Prior to submitting their resignations, Amy Hadley, Stuart
Curtis Nilson and Felicia May Nilson elected Hui Ping Cheng, president of the
Purchaser, to the Board of Directors in accordance with the Company's By-Laws,
effective upon the closing of the Stock Transaction and subject to the
expiration of the statutory ten (10) day waiting period following the filing by
the Company with the SEC of this 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 resignation of the Sellers
from the Board of Directors (the "Effective Date").
SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of November 1, 2007
regarding beneficial ownership of the common stock of the Company by: (i) each
person known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of its common stock; (ii) each director and executive officer
of the Company; (iii) all officers and directors of the Company as a group; and
(iv) all proposed beneficial owners, directors and officers (individually and as
a group) of the Company after giving effect to the Stock Transaction. As of
November 1, 2007, the Company had outstanding 7,500,000 shares of common stock.
Prior to that date, the Sellers had surrendered to the Company for cancellation
an aggregate of 31,000,000 shares of common stock. The information presented
below has been determined in accordance with Rule 13d-3 promulgated under the
Exchange Act based upon information furnished by the persons listed or contained
in filings made by them with the SEC.
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Shares of the Company's Shares of the Company's
Stock Stock Beneficially
Name and Address Beneficially Owned Prior to Percentage Owned After the Stock Percentage
Of Beneficial Owner (1) the Stock Transaction of Class (2) Transaction of Class (2)
----------------------- --------------------- ------------ ----------- ------------
Amy Hadley (3) 670,000 8.94% 0 --
Stuart Curtis Nilson and
Felicia May Nilson (3) 330,000 4.40% 0 --
Max Time Enterprises Ltd. 0 -- 1,000,000 13.34%
Hui Ping Cheng (4) (5) 0 -- 1,000,000 13.34%
Executive Officers and
Directors as a Group (4)(5) 1,000,000 13.34% 0 --
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date of this report upon
the exercise of warrants or options. Each beneficial owner's percentage
ownership is determined by assuming that options or warrants that are held
by such person (but not those held by any other person) and which are
exercisable within 60 days from the date of this report have been
exercised.
(2) The percentages listed in the "Percent of Class" column are based upon
7,500,000 issued and outstanding shares of Common Stock.
(3) Mr. Nilson and Ms. Nilson resigned their positions as directors and
officers immediately prior to the closing of the Stock Transaction. At the
closing of the Stock Transaction, Ms. Hadley resigned as an officer of the
Company effective immediately and as a director of the Company effective
as of the Effective Date. The address for Ms. Hadley is 334 N. Cuyamaca
Street, El Cajon, CA 92020, and the address for Mr. and Ms. Nilson is 7901
High Stream Avenue, Las Vegas, Nevada 89130.
(4) Hui Ping Cheng is the indirect owner of 1,000,000 shares of the Company's
common stock by reason of her control of Max Time Enterprises Ltd., a
company in which she serves as President and owns a majority of its issued
and outstanding shares of common stock.
(5) Hui Ping Cheng was elected to the Board, effective on the Effective Date.
The address for Hui Ping Cheng is Shennan Zhong Road., PO Box 031-088,
Shenzhen, China 518000.
Except as otherwise indicated, we believe that the beneficial owners of
the common stock listed above, based on information furnished by the owners,
have sole investment and voting power over to the shares. Brian and Stacey
Pierson, who are married, shared investment and voting power over the shares
listed in the table.
DIRECTORS AND EXECUTIVE OFFICERS
Management
The following table sets forth information regarding the executive
officers and directors of the Company prior to and after the completion of the
Stock Transaction.
Prior to the consummation of the Stock Transaction, the Company's
directors and executive officers were:
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Name Age Title
- ---- --- -----
Amy Hadley 45 President and Director
Stuart Curtis Nilson 32 Secretary, Treasurer and Director
Felicia May Nilson 33 Director
Prior to the completion of the Stock Transaction, Amy Hadley had been a
major shareholder of the Company since October 10, 2001, and has served as the
President and a director of the Company since that date. From 1990 to the
present, she has been employed as a Technical Support Specialist for NORAD. She
has been responsible for project support, presentation, setup, graphics design
and research and development in synthetic warfare, demonstration support and SAF
operations (computer war gaming). She is also the owner of ANG Enterprises, a
boutique website design firm providing layout, uploading and maintenance of
customer websites
Prior to his resignation and the completion of the Stock Transaction,
Stuart Curtis Nilson had been a major shareholder of the Company since 1996, and
had been the the Company's Secretary, Treasurer and a director since 1999. From
1994 to the present, York International has employed him in connection with the
evaluation, design and fabrication of duct and pipe systems for existing
projects, as well as for new projects
Prior to her resignation and the completion of the Stock Transaction,
Felicia May Nilson had been a major shareholder of the Company since 1996, and
had been the President until October 10, 2001, and a director since 1999. From
1994 to the present, she has been an executive administrative assistance at
Spanish Trail Associates, with responsibilities for all real estate projects,
including budgeting, forecasting, financial analysis, with renter liaison.
Stuart Curtis Nilson and Felicia May Nilson are husband and wife.
Immediately prior to the closing of the Stock Transaction, Stuart Curtis
Nilson and Felicia May Nilson resigned from all of their positions as directors
and officers of the Company effective immediately. At the closing of the Stock
Transaction, Amy Hadley resigned as an officer of the Company effective
immediately and as a director of the Company effective as of the Effective Date.
Prior to submitting their resignations, Amy Hadley, Stuart Curtis Nilson and
Felicia May Nilson elected Hui Ping Cheng, president of the Purchaser, to the
Board of Directors in accordance with the Company's By-Laws, effective upon the
closing of the Stock Transaction and subject to the expiration of the statutory
ten (10) day waiting period following the filing by the Company with the SEC of
this 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 resignation of the Sellers from the Board of
Directors.
At the Effective Date, the Company's management shall consist of:
Name Age Title
- ---- --- -----
Hui Ping Cheng 32 President and Director
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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.
Board of Directors: Compensation and Meetings
All directors hold office until the completion of their term of office,
which is not longer than one year, or until their successors have been elected.
All officers are appointed annually by the board of directors and, subject to
any existing employment agreement, serve at the discretion of the board.
Currently, directors receive no compensation.
All directors may be reimbursed by the Company for any expenses incurred
in attending directors' meetings provided the Company has the resources to pay
these fees. The Company will consider applying for officers and directors
liability insurance at such time when it has the resources to do so.
Committees of the Board of Directors
Concurrent with having sufficient members and resources, the Company's
board of directors will establish an audit committee and a compensation
committee. The audit committee will have a designated Audit Committee Financial
Expert and be responsible to review the results and scope of the audit and other
services provided by the independent auditors and review and evaluate the system
of internal controls. The compensation committee will manage the stock option
plan and review and recommend compensation arrangements for the officers.
No final determination has yet been made as to the memberships of these
committees or when we will have sufficient members to establish committees.
EXECUTIVE COMPENSATION
Executive Officers and Directors
The Company has not paid or accrued any compensation for its chief
executive officer or any other executive officer since its inception and it has
not entered into an employment or consulting agreement with any of its directors
or executive officers. The Company has not paid or accrued any fees to any of
its directors for serving as a member of its Board of Directors. The Company
does not have any retirement, pension, profit sharing or stock option plans or
insurance or medical reimbursement plans covering its officers and directors. No
value has been assigned to any of the services performed by our officers
(employees) and no compensation will be awarded to, earned by, or paid to these
officers.
The Company has not granted any equity-based compensation, awards or stock
options to its chief executive officer or any other executive officer.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to the Stock Transaction, MTE acquired 1,000,000 shares of the
Company's common stock. After giving effect to the Stock Transaction, MTE is the
owner of a total of 1,000,000 shares of the 7,500,000 shares of the Company's
common stock issued and outstanding, constituting, in the aggregate, 13.34% of
the issued and outstanding shares of the Company's common stock. 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 MTE by reason of her
control of MTE, 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.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act, as amended, requires the Company's
executive officers, directors and persons who beneficially own more than 10% of
Claremont's common stock to file reports of their beneficial ownership and
changes in ownership (Forms 3, 4 and 5, and any amendment thereto) with the SEC.
Executive officers, directors, and greater-than-ten percent holders are required
to furnish the Company with copies of all Section 16(a) forms they file. Based
solely on its review of such forms received by it, except as provided below, the
Company believes that all filing requirements applicable to its directors,
executive officers and beneficial owners of 10% or more of the common stock have
been complied with.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused the report to be signed on its behalf by the
undersigned thereto duly authorized.
DOMAIN REGISTRATION, CORP.
Dated: November 7, 2007 By: /s/ Hui Ping Cheng
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Name: Hui Ping Cheng
Title: President
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