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 MARCH 31, 2009 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.) New Agriculture Development Park, Daquan Village, Tonghua County, Jilin Province, P.R. China. 134115 n/a - -------------------------------------------------- ---------- (Address of principal executive offices) (Zip code) Issuer's telephone number: 212-519-7418 P.O. Box 031-088, Shennan Zhong Road, Shenzhen City, P.R. China 518031 ---------------------------------------------------------------------- Former Address of Principal Executive Offices 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 |_| No |X| At May 15, 2008, the Registrant had outstanding 50,000,000 shares of common stock. PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS DOMAIN REGISTRATION, CORP. (A Development Stage Enterprise) FINANCIAL STATEMENTS MARCH 31, 2009 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 March 31, December 31, 2009 2008 ----------- ------------ (Unaudited) ASSETS CURRENT ASSETS Total Current Assets $ -- $ -- --------- --------- Total Assets $ -- $ -- ========= ========= LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable $ 37,955 $ 28,455 Officer advances 51,645 51,645 --------- --------- Total Current Liabilities 89,600 80,100 --------- --------- STOCKHOLDERS' DEFICIT Common stock, $.001 par value, 50,000,000 shares authorized, 7,500,000 shares issued and outstanding at December 31, 2008 and 2007 7,500 7,500 Additional paid-in capital 80,568 80,568 Accumulated deficit during development stage (177,668) (168,168) --------- --------- Total Stockholders' Deficit (89,600) (80,100) --------- --------- Total Liabilities and Stockholders' Deficit $ -- $ -- ========= ========= The accompanying notes are an integral part of these financial statements. 1 DOMAIN REGISTRATION, CORP. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended July 10, 1996 March 31, (inception) to ---------------------------------- March 31, 2009 2008 2009 --------------- --------------- --------------- Revenues $ -- $ -- $ 44 Cost of revenue -- -- -- --------------- --------------- --------------- Gross profit -- -- 44 General, selling and administrative expenses 9,500 15,180 177,712 --------------- --------------- --------------- Operating (loss) (9,500) (15,180) (177,668) --------------- --------------- --------------- Nonoperating income (expense) -- -- -- --------------- --------------- --------------- (Loss) before income taxes (9,500) (15,180) (177,668) Income taxes -- -- -- --------------- --------------- --------------- Net (loss) $ (9,500) $ (15,180) $ (177,668) =============== =============== =============== Net (loss) per share, basic and diluted $ (0.00) $ (0.00) =============== =============== Weighted average common shares outstanding, basic and diluted 7,500,000 7,500,000 =============== =============== The accompanying notes are an integral part of these financial statements. 2 DOMAIN REGISTRATION, CORP. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended July 10, 1996 March 31, (inception) to ---------------------- March 31, 2009 2008 2009 --------- --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) $ (9,500) $ (15,180) $(177,668) 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 9,500 5,000 37,955 --------- --------- --------- Net cash provided by (used in) operating activities -- (10,180) (139,713) --------- --------- --------- 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 -- 10,180 51,645 --------- --------- --------- Net cash provided by (used in) financing activities -- 10,180 139,713 --------- --------- --------- 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 3 DOMAIN REGISTRATION, CORP. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2009 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 March 31, 2009 and December 31, 2008. 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 March 31, 2009, 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. 4 DOMAIN REGISTRATION, CORP. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2009 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. The impact of the adoption of SFAS 141R on our financial position, results of operations will largely be dependent on the size and nature of the business combinations completed after the adoption of this statement. 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 do not expect the impact of the adoption of SFAS 160 to be material. In March 2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The new standard also improves transparency about the location and amounts of derivative instruments in an entity's financial statements; how derivative instruments and related hedged items are accounted for under Statement 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. We do not expect the impact of this adoption to be material. On May 8, 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 162, The Hierarchy of Generally Accepted Accounting Principles, which will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. With the issuance of SFAS No. 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature. The Company is currently assessing the impact of SFAS No. 162 on its financial position and results of operations. 5 DOMAIN REGISTRATION, CORP. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2009 NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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. 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. 6 DOMAIN REGISTRATION, CORP. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2009 NOTE 2 - STOCKHOLDERS' EQUITY (CONTINUED) 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 March 31, 2009 and March 31, 2008. As of March 31, 2009 and since inception, the Company had no dilutive potential common shares. 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 March 31, 2009 and December 31, 2008 are as follows: March 31, 2009 December 31, 2008 -------------- ----------------- Net operating loss carryforward $ 60,407 $ 57,177 Valuation allowance (60,407) (57,177) ------------- -------------- Net deferred tax asset $ -- $ -- ============= ============== A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows: Three Months Ended March 31, 2009 March 31, 2008 Since Inception -------------- -------------- --------------- Tax at statutory rate (34%) $ -- $ -- $ -- ------------ ------------ ------------ Increase in deferred tax assets (3,230) (5,161) (60,407) Increase in valuation allowance 3,230 5,161 60,407 Income tax expenses $ -- $ -- $ -- ============ ============ ============ The net federal operating loss carry forward will expire between 2016 and 2028. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. 7 DOMAIN REGISTRATION, CORP. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2009 NOTE 3 - INCOME TAXES (CONTINUED) 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. 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: 8 DOMAIN REGISTRATION, CORP. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2009 NOTE 6 - BUSINESS COMBINATIONS (CONTINUED) 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) ============ ============ ============ 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 March 31, 2009 and December 31, 2008, the Company owed the officer $51,645 and $51,645 respectively. 9 DOMAIN REGISTRATION, CORP. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2009 NOTE 7 - OFFICER ADVANCES (CONTINUED) 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. NOTE 8 - SUBSEQUENT EVENT On May 7, 2009, the Company acquired China Northern Pharmacy Holding Group Limited ("CNPH"), upon consummation of a merger pursuant to an agreement and plan of merger (the "Merger Agreement") dated April 30, 2009 by and among the Company, its wholly-owned subsidiary, DOMR Merger Sub, Inc. ("SUB"), CNPH, Li Yang, Yanhua Han, Hong Lin, Zuzhuan Xu, Chunrong Xiong, Giant Fortune Investment Management Limited, Enhanced Way Investments Limited, Power Step Investments Limited, Talent Peak Limited and Top Goal Technology Limited. Pursuant to the Merger Agreement, SUB was merged with and into CNPH, with CNPH as the surviving corporation (the "Merger"). Following the Merger, CNPH became a wholly owned subsidiary of the Company, and in turn, the Company became the indirect owner of the Chinese operating companies of CNPH. In exchange for their shares in CNPH, the CNPH Shareholders received an aggregate of 42,500,000 shares of the Company's common stock, divided proportionally among the CNPH Shareholders in accordance with their respective ownership interests in CNPH. CNPH, through its wholly owned subsidiaries, is engaged in planting, processing, selling herbs and drug logistics and distribution in the People's Republic of China (the "PRC" or "China"). 10 ITEM 2. 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, 2008. 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 an 8-for-1 forward stock split of our common stock on September 27, 2007. Results of Operations Until May 7, 2009, we were a shell company as such term is defined in Rule 12b-2 under the Exchange Act. We had no revenues from inception through March 31, 2009. We had a loss from inception through March 31, 2009 of $(187,168) and a loss from inception through December 31, 2008 of $(177,668). On May 7, 2009, we acquired China Northern Pharmacy Holding Group Limited, a British Virgin Islands corporation, or CNPH, upon consummation of the merger of our newly-formed wholly-owned subsidiary, DOMR Merger Sub, Inc., or Merger Sub, with and into CNPH, with CNPH as the surviving corporation (the "Merger"), pursuant to an Agreement and Plan of Merger dated April 30, 2009 by and among our company, Merger Sub, CNPH, Li Yang, Yanhua Han, Hong Lin, Zuzhuan Xu, Chunrong Xiong, Giant Fortune Investment Management Limited, Enhanced Way Investments Limited, Power Step Investments Limited, Talent Peak Limited and Top Goal Technology Limited. CNPH is a holding company that acquired all of the outstanding stock of China Northern Pharmacy Holding Group Limited in Hong Kong, or CNPH HK, on November 25, 2008. CNPH HK, a Hong Kong corporation, is a holding company that acquired all of outstanding stock of Tonghua Huachen Herbal Planting Company Limited, or HERB, and Tonghua Shengantang Medical & Pharmacy Company Limited, or PHARMACY, on November 21, 2008. Li Yang, Yanhua Han, Hong Lin, Zuzhuan Xu, Chunrong Xiong, Giant Fortune Investment Management Limited, Enhanced Way Investments Limited, Power Step Investments Limited, Talent Peak Limited and Top Goal Technology Limited are CNPH's shareholders, or the CNPH Shareholders. HERB is engaged in planting, processing and selling herbs in the People's Republic of China, or the PRC or China. HERB owns 100 percent of the equity interests of Tonghua Huachen Pharmaceutical Company Limited, or Huachen, a large-scale high-tech manufacturing enterprise which is engaged in the production and sale of herbal products. Huachen has a sales network covering 28 provinces and cities in the PRC and distributes products throughout the PRC. PHARMACY is engaged in drug logistics and distribution in China through a chain of pharmacy stores. PHARMACY owns 100 percent of the equity interests of Yunnan Silin Pharmaceutical Company Limited, or SILIN, which is engaged in the wholesale distribution of medicine products, chemical agents, antibiotics, biochemistry drugs and biological preparations to hospitals and pharmacy stores. SILIN has a sales network that covers the entire Yunnan Province and Shanghai and Zhejiang areas, and a distribution network for prepared Chinese medicines that covers Northeast and Southwest China. These companies were established or acquired by CNPH as part of CNPH's strategy to build a nationwide pharmaceutical industry chain from planting and manufacturing to retail and distribution in China. Pursuant to the terms of the Merger Agreement, in exchange for their shares in CNPH, the CNPH Shareholders received an aggregate of 42,500,000 shares of our common stock, divided proportionally among the CNPH Shareholders in accordance with their respective ownership interests in CNPH. For information concerning the Merger and the business of CNPH and its operating subsidiaries, see Item 2.01 of our Current Report on Form 8-K filed on May 8, 2009. 11 As a result of the Merger, CNPH became our wholly-owned, with the CNPH Shareholders acquiring approximately 85% of our outstanding common stock, effectively obtaining operational and management control of our company. For accounting purposes, the Merger has been accounted for as a reverse acquisition under the purchase method for business combinations, and accordingly the transaction has been treated as a recapitalization of CNPH, with Merger Sub as the acquirer. Consequently, the historical financial statements of CNPH are now the historical financial statements of our company. The audited financial statements of CNPH for the years ended and as at December 31, 2008 and 2007 are set forth in Item 9.01 (a) of our Current Report on Form 8-K filed on May 8, 2009. See Item 9.01 (b) of our Current Report on Form 8-K filed on May 8, 2009 for pro forma information which gives effect to our acquisition of CNPH. Since we were considered a public shell at the time we acquired CNPH, the transaction was not considered a business combination. As a result of the Merger, we ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act. As a result of the Merger and subject to shareholder approval of an amendment to our Articles of Incorporation to change our corporate name to BioPharm Asia Inc., our organizational structure is as follows: BioPharm Asia Inc. (formerly Domain Registration, Corp.) | | 100% | China Northern Pharmacy Holding Group Limited (BVI) | | 100% | China Northern Pharmacy Holding Group Limited in HK | | | | 100% | | 100% | | Tonghua Huachen Herbal Planting Tonghua Shengantang Medical & Company Limited Pharmacy Company Limited | | | | 100% | | 100% | | Tonghua Huachen Pharmaceutical Yunnan Silin Pharmaceutical Company Limited Company Limited 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 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 12 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, are included with Domain Registration, Corp. all 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 through December 31, 2003, net of amortization was $1,700. 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 March 31, 2009, we had no assets and a working capital deficit and a negative net worth of $(89,600). As of December 31, 2008, we had no assets and a working capital deficit and a negative net worth of $(80,100). 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 March 31, 2009 and December 31, 2008, the Company owed the officer $51,645 and $51,645 respectively. 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 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 13 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 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 its 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. The impact of the adoption of SFAS 141R on our financial position, results of operations will largely be dependent on the size and nature of the business combinations completed after the adoption of this statement. 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 do not expect the impact of the adoption of SFAS 160 to be material. In March 2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The new standard also improves transparency about the location and amounts of derivative instruments in an entity's financial statements; how derivative instruments and related hedged items are accounted for under Statement 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. We do not expect the impact of this adoption to be material. On May 8, 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 162, The Hierarchy of Generally Accepted Accounting Principles, which will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. With the issuance of SFAS No. 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature. The Company is currently assessing the impact of SFAS No. 162 on its financial position and results of operations. ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable to small reporting companies. 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. 14 PART II OTHER INFORMATION Item 1 - Legal Proceedings ............................................... None 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 Current Report on Form 8-K reporting the acquisition of CNPH filed on May 8, 2009 (the "Form 8-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 the Form 8-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 Form 8-K. Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds...... None Item 3 - Defaults Upon Senior Securities ................................. None Item 4 - Submission of Matter to a Vote of Security Holders .............. None Item 5 - Other Information................................................ None Item 6. - Exhibits The following exhibits are filed with this report: 31.1 Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer. 31.2 Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer 32.1 Section 1350 Certification - Chief Executive Officer. 32.2 Section 1350 Certification - Chief Financial Officer. 15 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: May 28, 2009 DOMAIN REGISTRATION, CORP. By: /s/ Yunlu Yin ------------------------------------- Yunlu Yin President and Chief Executive Officer 16