UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(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.
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(Exact Name of Small Business Issuer as Specified in its Charter)
NEVADA 88-0409159
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(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
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(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
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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.
Explanatory Note
This amendment to the Form 10-Q of Domain Registration, Corp. (the
"Company") has been filed to include pro forma financial information concerning
the acquisition of China Northern Pharmacy Holding Group Limited ("CNPH") on May
7, 2009 pursuant to an agreement and plan of merger dated April 30, 2009, by and
among the Company, its wholly-owned subsidiary, DOMR Merger Sub, Inc., 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.
DOMAIN REGISTRATION CORP.
Introduction to Unaudited Pro Forma Combined Financial Statements
On April 30, 2009, Domain Registration, Corp. (the "Company") and its
wholly-owned subsidiary, DOMR Merger Sub, Inc. ("SUB"), entered into an
agreement and plan of merger with China Northern Pharmacy Holding Group Limited
("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
(the "Merger Agreement").
CNPH is a corporation formed under the laws of the British Virgin Islands and a
holding company that acquired all of the issued and outstanding stock of China
Northern Pharmacy Holding Group Limited ("CNPH HK"). CNPH HK is a corporation
formed under the laws of Hong Kong and a holding company that acquired all of
the issued and outstanding stock of Tonghua Huachen Herbal Planting Company,
Limited ("HERB") and Tonghua Shengantang Medical & Pharmacy Company Limited
("PHARMACY") on November 21, 2008.
Prior to the completion of the Merger, Yang Li, 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 (the "CNPH Shareholders")owned all of the outstanding
shares of CNPH. In addition, Li Yang is the sole director of CNPH.
Pursuant to the Merger Agreement, CNPH merged with and into SUB, with CNPH as
the survivor of the merger. As a result of the merger, CNPH became a wholly
owned subsidiary of the Company, which, in turn, made the Company the indirect
owner of the Chinese operating company, HERB and PHARMACY.
Pursuant to the terms of the Merger Agreement, in exchange for their shares in
CNPH, the CNPH Shareholders received stock consideration consisting of
42,500,000 newly issued shares of the Company's common stock, divided
proportionally among the CNPH Shareholders in accordance with their respective
ownership interests in CNPH.
As a result of the Merger Agreement, CNPH became a wholly-owned subsidiary of
the Company, with the Shareholders of CNPH acquiring approximately 85% of the
issued and outstanding stock of the Company, effectively obtaining operational
and management control of the Company.
For accounting purposes, the Merger Agreement 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
SUB as the acquirer. The shares issued in the transaction are treated as being
issued for cash and are shown as outstanding for all periods presented in the
same manner as for a stock split. Pro forma information is only presented for
the balance sheet, as on the date of the Merger Agreement, the Company was
considered a public shell and accordingly, the transaction was not considered a
business combination. In these Pro Forma Combined Financial Statements,
hereafter the reference to Domain Registration Corp., CNPH, and CNPH HK are
referred to as the "Company", unless specific reference is made to that entity.
The unaudited pro forma combined balance sheet as of March 31, 2009 assumes that
the Merger Agreement was consummated on March 31, 2009. The information
presented in the unaudited pro forma combined financial statements does not
purport to represent what the financial position would have been had the Merger
Agreement occurred as of March 31, 2009, nor is it indicative of the future
financial position of the Company. You should not rely on this information as
being indicative of the historical results that would have been achieved had the
companies always been combined, or the future results that the combined company
will experience after the Merger Agreement is consummated.
The pro forma adjustments are based upon available information and certain
assumptions that the Company believes is reasonable under the circumstances. The
unaudited pro forma balance sheet should be read in conjunction with the
accompanying notes and assumptions and the historical financial statements of
Domain Registration, Corp.and CNPH.
China Northern Pharmacy Holding Group Ltd.
Pro Forma Balance Sheet
March 31, 2009
(Unaudited)
Domain
CNPH Registration Pro forma Pro forma
CNPH (BVI) Corp. Adjustments Consolidated
-------------- --------- -------------- -------------- --------------
ASSETS (Unaudited) (Unaudited)
Current Assets:
Cash and cash equivalents $ 3,624,953.71 $ -- $ -- $ -- $ 3,624,954
Accounts receivables, net 12,431,777.75 -- -- -- 12,431,778
Other receivables, net 6,725,214.50 -- -- -- 6,725,215
Payment In Advance 387,149.54 -- -- -- 387,150
Inventories 7,002,196.93 -- -- -- 7,002,197
Due from related parties -- -- -- -- 0
Other current assets 47,410.01 -- -- -- 47,410
-------------- --------- -------------- --------------
Total Current Assets 30,218,702.45 -- -- 30,218,702
Property, plant and equipment, net 8,253,681.44 -- -- -- 8,253,681.44
Construction in progress -- -- -- -- --
Intangible assets, net 245,985.38 -- -- -- 245,985.38
Other long-term assets 819,432.25 -- -- -- 819,432.25
-------------- --------- -------------- --------------
Total Assets $39,537,801.52 $ -- $ -- $ 39,537,802
============== ========= ============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term loans $ 5,179,982.44 $ -- $ -- $ -- $ 5,179,982.44
Accounts payables and accrued
expenses 8,132,557.25 -- 37,955.00 -37,955 8,132,557.25
Advances from customers -- -- -- -- --
Taxes payables 555,618.26 -- -- -- 555,618.26
Other payables 2,563,735.87 -- -- -- 2,563,735.87
Due to related parties -- -- -- -- --
Officer Advances -- -- 51,645.00 -51,645.00 --
Other current liabilities 262,690.09 -- -- -- 262,690.09
-------------- --------- -------------- --------------
Total Current Liabilities 16,694,583.91 -- 89,600.00 16,694,584
Long-term Loans -- -- -- -- --
--------------
-------------- --------- --------------
Total Liabilities 16,694,583.91
-- -- -- 16,694,584
============== ========= ============== ==============
Shareholders' Equity:
Common stock, Par value $.001 per
share; 50,000,000 shares authorized,
7,500,000 shares issued and
outstanding -- -- 7,500.00 42,500 50,000
Paid in capital 7,706,149.00 -- -- 7,706,149.00
Additional paid in capital 410,144.00 -- 80,568.00 -130,568 360,144.00
Statutory surplus reserves 2,117,010.00 -- -- -- 2,117,010.00
Retained earnings (accumulated
deficit during development stage) 10,911,607.62 -- -177,668.00 177,668 10,911,607.62
Accumulated other comprehensive
incomes 1,698,307.00 -- -- -- 1,698,307.00
-------------- --------- -------------- --------------
Total shareholders' equity 22,843,217.62 -- -89,600.00 22,843,217.62
-------------- --------- -------------- --------------
Total Liabilities and
Shareholders' Equity $39,537,801.52 $ -- $ -- $39,537,801.52
============== ========= ============== ==============
DOMAIN REGISTRATION CORP.
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
March 31, 2009
The Merger Agreement, entered into on April 30, 2009, is deemed to be a reverse
acquisition. In accordance with the Accounting and Financial Reporting
Interpretations and Guidance prepared by the staff of the U.S. Securities and
Exchange Commission, Domain Registration Corp. (the "DOMR") (the legal acquirer
of CNPH) is considered the accounting acquiree and China Northern Pharmacy
Holding Group Limited, a company organized under the laws of the British Virgin
Island ("CNPH") (the legal acquiree of DOMR) is considered the accounting
acquirer. The consolidated Balance Sheet of the combined entity will in
substance be those of CNPH, with the assets and liabilities, and revenues and
expenses, of DOMR being included effective from the date of consummation of the
Merger Agreement. DOMR is deemed to be a continuation of the business of CNPH.
The outstanding stock of DOMR prior to the Merger Agreement will be accounted
for at their net book value and no goodwill will be recognized.
Unaudited pro forma adjustments reflect the following transaction:
1) To reflect the acquisition of CNPH, through the issuance of 42,500,000 shares
of the Company in accordance with the Merger Agreement
Additional paid-in-capital 42,500
Common stock, at par 42,500
2) To recapitalize the Company, (or reverse merger), through the elimination of
DOMR deficit accumulated during their development stage into additional
paid-in-capital.
Additional paid-in-capital 177,668
Deficit accumulated during the development stage 177,668
3) To consolidate the equity of CNPH, through its elimination, into the Company.
Paid-in-capital 7,706,149
Additional paid-in-capital 7,706,149
4) To recapitalize the Company, (or reverse merger), through the elimination of
DOMR accounts payable and accrued expenses, and officer advances.
Accounts payable and accrued expenses 37,955
Officer advances 51,645
Additional paid-in-capital 89,600
Item 6. - Exhibits
The following exhibits are filed with this amendment to the 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to the report to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: June 8, 2009 DOMAIN REGISTRATION, CORP.
By: /s/ Yunlu Yin
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Yunlu Yin
President and Chief Executive Officer