X Metaverse Inc. - Quarter Report: 2010 June (Form 10-Q)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934:
For the Quarterly Period ended June 30, 2010
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from __________________ to __________________
Commission File Number: 000-50029
DOMAIN EXTREMES, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada
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98-0632051
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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602 Nan Fung Tower, Suite 6/F
173 Des Voeux Road Central
Central District, Hong Kong
(Address of Principal Executive Offices)
+(852) 2868-0668
(Registrant’s Telephone Number, Including Area Code)
____________________________________________________
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
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 o Accelerated filer o
Non-accelerated filer o Smaller Reporting Company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Number of shares outstanding of each of the issuer’s classes of
common equity, as of August 1, 2010: 119,296,041 shares of Common Stock, par value US $0.001
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
The discussion contained in this 10-Q under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties. The issuer’s actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “the Company believes,” “management believes” and similar language, including those set forth in the discussions under “Notes to Financial Statements” and “Management’s Discussion and Analysis or Plan of Operation” as well as those discussed elsewhere in this Form 10-Q. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-Q that are not historical facts are forward-looking statements that are subject to the “safe harbor” created by the Private Securities Litigation Reform Act of 1995.
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
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1
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Balance Sheets
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2
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Statements of Operations
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3
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Statements of Cash Flows
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4
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Statement of Stockholders’ Equity and Comprehensive Income
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5
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Notes to Financial Statements
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8
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|||
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
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19
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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25
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ITEM 4T. CONTROLS AND PROCEDURES
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25
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PART II. OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
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25
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ITEM 1A. RISK FACTORS
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25
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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25
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
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25
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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26
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ITEM 5. OTHER INFORMATION
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26
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ITEM 6. EXHIBITS
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26
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SIGNATURES
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27
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INDEX TO EXHIBITS
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28
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PART I. FINANCIAL INFORMATION
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||||
1
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||||
Index to Financial Statements
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||||
Balance Sheets
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2
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|||
Statements of Operations
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3
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|||
Statements of Cash Flows
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4
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|||
Statement of Stockholders’ Equity and Comprehensive Income
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5
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Notes to Financial Statements
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8
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1
Domain Extremes, Inc.
Unaudited Balance Sheets
As of June 30, 2010 (unaudited) and December 31, 2009 (audited)
At June 30,
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At December 31,
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|||||||||||
Notes
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2010
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2009
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||||||||||
(unaudited)
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(audited)
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|||||||||||
$ | $ | |||||||||||
ASSETS
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||||||||||||
Current Assets :
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||||||||||||
Cash and cash equivalents
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9,647 | 3,583 | ||||||||||
Other receivables
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19,231 | 6,410 | ||||||||||
Total Current Assets
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28,878 | 9,993 | ||||||||||
Plant and equipment
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1,280 | 1,280 | ||||||||||
TOTAL ASSETS
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30,158 | 11,273 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||||||||||
LIABILITIES
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||||||||||||
Current Liabilities :
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||||||||||||
Accrued expenses and other liabilities
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6 | 20,589 | 15,535 | |||||||||
Advance from related parties
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7 | 2,372 | 12,820 | |||||||||
Total Current Liabilities
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22,961 | 28,355 | ||||||||||
TOTAL LIABILITIES
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22,961 | 28,355 | ||||||||||
STOCKHOLDERS’ EQUITY/DEFICIT
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||||||||||||
Common stock
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||||||||||||
Par value: US$0.001
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||||||||||||
Authorized: 2010 – 200,000,000 shares
(2009 – 200,000,000)
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||||||||||||
Issued and outstanding: 2010 –119,296,041 shares
(2009 – 93,943,498 shares)
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5 | 119,296 | 93,943 | |||||||||
Additional paid-in capital
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42,660 | 17,308 | ||||||||||
Deficit accumulated during the development stage
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(154,759 | ) | (128,333 | ) | ||||||||
TOTAL STOCKHOLDERS’ EQUITY/DEFICIT
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7,197 | (17,082 | ) | |||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY
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30,158 | 11,273 |
The accompanying notes are an integral part of these financial statements.
2
Domain Extremes, Inc.
Unaudited Statements of Operations
For the Three and Six Months Ended June 30, 2010 and 2009
For the Three months ended
June 30,
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For the Six months ended
June 30,
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For the period January 23, 2006 (inception) through
June 30, 2010
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||||||||||||||||||||||
2010
$
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2009
$
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2010
$
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2009
$
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$ | ||||||||||||||||||||
Notes
|
|
|||||||||||||||||||||||
Net sales
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5,038 | - | 11,192 | - | 16,769 | |||||||||||||||||||
Cost of sales
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- | - | - | - | - | |||||||||||||||||||
Gross Profit
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5,038 | - | 11,192 | - | 16,769 | |||||||||||||||||||
Other operating income
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3 | 9 | 90 | 52 | 106 | 3,427 | ||||||||||||||||||
Impairment loss of long-term investment
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- | - | - | - | (10,000 | ) | ||||||||||||||||||
Impairment loss of intangible assets
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- | - | - | - | (3,910 | ) | ||||||||||||||||||
Administrative and other operating expenses, including share based compensation
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(25,080 | ) | (13,550 | ) | (37,670 | ) | (16,131 | ) | (161,045 | ) | ||||||||||||||
Operating loss before income taxes
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(20,033 | ) | (13,460 | ) | (26,426 | ) | (16,025 | ) | (154,759 | ) | ||||||||||||||
Income taxes
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4 | - | - | - | - | - | ||||||||||||||||||
(154,759 | ) | |||||||||||||||||||||||
Net loss
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(20,033 | ) | (13,460 | ) | (26,426 | ) | (16,025 | ) | ||||||||||||||||
Loss per share of common stock
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||||||||||||||||||||||||
- Basic and diluted
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(0.02 cents)
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(0.02 cents)
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(0.03 cents)
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(0.03 cents)
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(0.32 cents)
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|||||||||||||||||||
Weighted average shares of common stock
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||||||||||||||||||||||||
- Basic and diluted
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108,283,791 | 79,723,399 | 105,288,685 | 61,343,896 | 48,211,943 |
The accompanying notes are an integral part of these financial statements.
3
Domain Extremes, Inc.
Unaudited Statement of Cash Flows
For the Six Months Ended June 30, 2010 and 2009
For the Six months ended June 30, 2010
|
For the Six months ended June 30, 2009
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For the period January 23, 2006 (inception) through June 30, 2010
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||||||||||
$
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$
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$
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||||||||||
Cash flows from operating activities:
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||||||||||||
Net loss
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(26,426 | ) | (16,025 | ) | (154,759 | ) | ||||||
Depreciation
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- | - | 323 | |||||||||
Share based compensation
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6,154 | 3,962 | 55,552 | |||||||||
Changes in current assets and liabilities
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||||||||||||
Prepaid expenses and other receivables
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(12,821 | ) | - | (19,231 | ) | |||||||
Amount due to related parties
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(10,448 | ) | (3,872 | ) | 2,372 | |||||||
Accrued expenses and other liabilities
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5,054 | (16,917 | ) | 20,589 | ||||||||
Net cash used in operating activities
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(38,487 | ) | (32,852 | ) | (95,154 | ) | ||||||
Cash flows from financing activities:
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||||||||||||
Issuance of share capital
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44,551 | 61,853 | 106,404 | |||||||||
Net cash provided by financing activities
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44,551 | 61,853 | 106,404 | |||||||||
Cash flows from investing activity:
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||||||||||||
Purchase of property, plant and equipment
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- | - | (1,603 | ) | ||||||||
Net cash used in investing activity
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- | - | (1,603 | ) | ||||||||
Net increase in cash and cash equivalents
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6,064 | 29,001 | 9,647 | |||||||||
Cash and cash equivalents at beginning of
the period
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3,583 | 1,204 | - | |||||||||
Cash and cash equivalents at end of the period
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9,647 | 30,205 | 9,647 | |||||||||
Supplementary disclosures of cash flow information:
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||||||||||||
Interest paid
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- | - | - | |||||||||
Income taxes paid
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- | - | - |
The accompanying notes are an integral part of these financial statements.
4
Domain Extremes, Inc.
Statement of Stockholders’ Equity and Comprehensive Income
For the period ended June 30, 2010
Additional
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||||||||||||||||||||
Common Stock
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Paid-In
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Deficit
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|||||||||||||||||
Shares
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Amount
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Capital
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Accumulated
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Total
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||||||||||||||||
$
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$
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$
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$
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|||||||||||||||||
Balance, January 23, 2006 (Inception)
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- | - | - | - | - | |||||||||||||||
Issuance of common stock
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25,243,580 | 25,243 | - | - | 25,243 | |||||||||||||||
Net loss
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- | - | - | (24,846 | ) | (24,846 | ) | |||||||||||||
Comprehensive loss
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- | - | - | (24,846 | ) | (24,846 | ) | |||||||||||||
Balance, December 31, 2006 (audited)
|
25,243,580 | 25,243 | - | (24,846 | ) | 397 | ||||||||||||||
Issuance of common stock
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4,012,840 | 4,013 | - | - | 4,013 | |||||||||||||||
Net loss
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- | - | - | (4,094 | ) | (4,094 | ) | |||||||||||||
Comprehensive loss
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- | - | - | (4,094 | ) | (4,094 | ) | |||||||||||||
Balance, June 30, 2007
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29,256,420 | 29,256 | - | (28,940 | ) | 316 | ||||||||||||||
Issuance of common stock
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25,640 | 26 | - | - | 26 | |||||||||||||||
Net loss
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- | - | - | (1,885 | ) | (1,885 | ) | |||||||||||||
Comprehensive loss
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- | - | - | (1,885 | ) | (1,885 | ) | |||||||||||||
Balance, September 30, 2007
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29,282,060 | 29,282 | - | (30,825 | ) | (1,543 | ) | |||||||||||||
Issuance of common stock
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3,846,180 | 3,846 | - | - | 3,846 | |||||||||||||||
Net loss
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- | - | - | (6,569 | ) | (6,569 | ) | |||||||||||||
Comprehensive loss
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- | - | - | (6,569 | ) | (6,569 | ) | |||||||||||||
Balance, December 31, 2007 (audited)
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33,128,240 | 33,128 | - | (37,394 | ) | (4,266 | ) | |||||||||||||
Issuance of common stock
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- | - | - | - | - | |||||||||||||||
Net loss
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- | - | - | (4,607 | ) | (4,607 | ) | |||||||||||||
Comprehensive loss
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- | - | - | (4,607 | ) | (4,607 | ) | |||||||||||||
Balance, March 31, 2008
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33,128,240 | 33,128 | - | (42,001 | ) | (8,873 | ) | |||||||||||||
Issuance of common stock
|
3,897,460 | 3,898 | - | - | 3,898 | |||||||||||||||
Net loss
|
- | - | - | (3,421 | ) | (3,421 | ) | |||||||||||||
Comprehensive loss
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- | - | - | (3,421 | ) | (3,421 | ) | |||||||||||||
Balance, June 30, 2008
|
||||||||||||||||||||
and Balance forward
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37,025,700 | 37,026 | - | (45,422 | ) | (8,396 | ) |
5
Domain Extremes, Inc.
Statement of Stockholders’ Equity and Comprehensive Income
For the period ended June 30, 2010
(continued)
Additional
|
|
|||||||||||||||||||
Common Stock
|
Paid-In
|
Deficit
|
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Accumulated
|
Total
|
||||||||||||||||
$
|
$
|
$
|
$
|
|||||||||||||||||
Balance forward
|
37,025,700 | 37,026 | - | (45,422 | ) | (8,396 | ) | |||||||||||||
Issuance of common stock
|
2,076,930 | 2,077 | - | - | 2,077 | |||||||||||||||
Net loss
|
- | - | - | (5,207 | ) | (5,207 | ) | |||||||||||||
Comprehensive loss
|
- | - | - | (5,207 | ) | (5,207 | ) | |||||||||||||
Balance, September 30, 2008
|
39,102,630 | 39,103 | - | (50,629 | ) | (11,526 | ) | |||||||||||||
Issuance of common stock
|
2,051,290 | 2,051 | - | - | 2,051 | |||||||||||||||
Net loss
|
- | - | - | (20,195 | ) | (20,195 | ) | |||||||||||||
Comprehensive loss
|
- | - | - | (20,195 | ) | (20,195 | ) | |||||||||||||
Balance, December 31, 2008 (audited)
|
41,153,920 | 41,154 | - | (70,824 | ) | (29,670 | ) | |||||||||||||
Issuance of common stock
|
30,481,851 | 30,482 | 1,282 | - | 31,764 | |||||||||||||||
Net loss
|
- | - | - | (2,566 | ) | (2,566 | ) | |||||||||||||
Comprehensive loss
|
- | - | - | (2,566 | ) | (2,566 | ) | |||||||||||||
Balance, March 31, 2009
|
71,635,771 | 71,636 | 1,282 | (73,390 | ) | (472 | ) | |||||||||||||
Issuance of common stock
|
18,025,647 | 18,025 | 16,026 | - | 34,051 | |||||||||||||||
Net loss
|
- | - | - | (13,459 | ) | (13,459 | ) | |||||||||||||
Comprehensive loss
|
- | - | - | (13,459 | ) | (13,459 | ) | |||||||||||||
Balance, June 30, 2009
|
89,661,418 | 89,661 | 17,308 | (86,849 | ) | 20,120 | ||||||||||||||
Issuance of common stock
|
2,179,500 | 2,180 | - | - | 2,180 | |||||||||||||||
Net loss
|
- | - | - | (28,516 | ) | (28,516 | ) | |||||||||||||
Comprehensive loss
|
- | - | - | (28,516 | ) | (28,516 | ) | |||||||||||||
Balance, September 30, 2009
|
||||||||||||||||||||
and Balance forward
|
91,840,918 | 91,841 | 17,308 | (115,365 | ) | (6,216 | ) |
6
Domain Extremes, Inc.
Statement of Stockholders’ Equity and Comprehensive Income
For the period ended June 30, 2010
(continued)
Additional
|
|
|||||||||||||||||||
Common Stock
|
Paid-In
|
Deficit
|
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Accumulated
|
Total
|
||||||||||||||||
$
|
$
|
$
|
$
|
|||||||||||||||||
Balance forward
|
91,840,918 | 91,841 | 17,308 | (115,365 | ) | (6,216 | ) | |||||||||||||
Issuance of common stock
|
2,102,580 | 2,102 | - | - | 2,102 | |||||||||||||||
Net loss
|
- | - | - | (12,968 | ) | (12,968 | ) | |||||||||||||
Comprehensive loss
|
- | - | - | (12,968 | ) | (12,968 | ) | |||||||||||||
Balance, December 31, 2009 (audited)
|
93,943,498 | 93,943 | 17,308 | (128,333 | ) | (17,082 | ) | |||||||||||||
Issuance of common stock
|
14,217,935 | 14,218 | 14,218 | - | 28,436 | |||||||||||||||
Net loss
|
- | - | - | (6,393 | ) | (6,393 | ) | |||||||||||||
Comprehensive loss
|
- | - | - | (6,393 | ) | (6,393 | ) | |||||||||||||
Balance, March 31, 2010
|
108,161,433 | 108,161 | 31,526 | (134,726 | ) | 4,961 | ||||||||||||||
Issuance of common stock
|
11,134,608 | 11,135 | 11,134 | - | 22,269 | |||||||||||||||
Net loss
|
- | - | - | (20,033 | ) | (20,033 | ) | |||||||||||||
Comprehensive loss
|
- | - | - | (20,033 | ) | (20,033 | ) | |||||||||||||
Balance, June 30, 2010
|
119,296,041 | 119,296 | 42,660 | (154,759 | ) | 7,197 | ||||||||||||||
7
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1.
|
Organization and nature of operations
|
Domain Extremes Inc (“the Company”), a development stage company, was organized under the laws of the State of Nevada on January 23, 2006. The Company is in the development stage as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915. Among the disclosures required by FASB ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of earnings, retained earnings and stockholders’ equity and cash flows disclose activity since the date of the Company’s inception. The fiscal year end is December 31.
The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is in the development stage. These conditions raise substantial doubt about its ability to continue as a going concern.
The Company is currently devoting its efforts to develop websites on the Internet and through which to generate advertising income. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, develop websites, generate advertising income, and ultimately, achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.
2.
|
Summary of principal accounting policies
|
On June 29, 2009, the Financial Accounting Standards Board (FASB) established the FASB Accounting Standards Codification (Codification) as the single source of authoritative U.S. generally accepted accounting principles (GAAP) for all nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) are also sources of authoritative U.S. GAAP for SEC registrants. The Codification does not change U.S. GAAP but takes previously issued FASB standards and other U.S. GAAP authoritative pronouncements, changes the way the standards are referred to, and includes them in specific topic areas. The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of the Codification did not have any impact on the Company’s financial statements.
Basis of presentation
The accompanying financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.
Use of estimates
The preparation of the 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 disclosures 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 and cash equivalents
The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents.
8
DOMAIN EXTREMES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2.
|
Summary of principal accounting policies (continued)
|
Impairment of long-lived assets
The Company accounts for the impairment of long-lived assets, such as plant and equipment, leasehold land and intangible assets, under the provisions of FASB Accounting Standard Codification Topic 360 ASC 360) “Property, Plant and Equipment – Overall” (Formerly known as SFAS No. 144, “Accounting for the Impairment of Long-Lived Assets (“SFAS 144”)”.) ASC 360 establishes the accounting for impairment of long-lived tangible and intangible assets other than goodwill and for the disposal of a business. Pursuant to ASC 360, the Company periodically evaluates, at least annually, whether facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. In the event that the carrying amount of long-lived assets exceeds the undiscounted future cash flows, then the carrying amount of such assets is adjusted to their fair value. The Company reports an impairment cost as a charge to operations at the time it is recognized.
Income taxes
The Company utilizes FASB Accounting Standard Codification Topic 740 (ASC 740) “Income taxes”, (Formerly known as SFAS No. 109, "Accounting for Income Taxes,") which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 “Income taxes”, (Formerly known as Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standards No. 109 (“FIN 48”)). ASC 740 clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognizes in the financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgement occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the statements of operations. The adoption of ASC 740 did not have a significant effect on the financial statements.
Comprehensive income
The Company has adopted FASB Accounting Standard Codification Topic 220 (ASC 220) “Comprehensive income” (Formerly known as SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments of the Company.
9
DOMAIN EXTREMES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2.
|
Summary of principal accounting policies (continued)
|
Stock-based compensation
The Company has adopted FASB Accounting Standard Codification Topic 718 (ASC 718), ”Stock Compensation”, (Formerly known as SFAS 123(R), Share-Based Payment), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including stock option grants based on estimated fair values. ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the award’s portion that is ultimately expected to vest is recognized as expense over the requisite service periods. Prior to the adoption of ASC 718, we accounted for share-based awards to employees and directors using the intrinsic value method. Under the intrinsic value method, share-based compensation expense was only recognized by us if the exercise price of the stock option was less than the fair market value of the underlying stock at the date of grant.
Issuance of shares for service
The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.
Foreign currencies translation
The functional currency of the Company is Hong Kong dollars (“HK$”). The Company maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.
For financial reporting purposes, the financial statements of the Company which are prepared using the functional currency have been translated into United States dollars.
Fair value of financial instruments
A significant number of the Company’s financial instruments are carried at fair value with changes in fair value recognized in earnings each period. The Company adopted the provisions of FASB Accounting Standard Codification Topic 820 (ASC 820), “Fair Value Measurements and Disclosures” (Formerly known as SFAS No. 157). Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). In determining fair value, the Company uses various valuation techniques. ASC 820, Fair Value Measurements and Disclosures establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.
The Company’s financial instruments consists of other receivable, advances, and accrued expenses, which approximates fair value because of the relatively short maturity of those instruments.
10
DOMAIN EXTREMES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2.
|
Summary of principal accounting policies(continued)
|
Earning per share
Basic earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. The average market price during the year is used to compute equivalent shares.
FASB Accounting Standard Codification Topic 260 (ASC 260), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share.
Website Development Costs
The Company recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost” that codified the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) NO. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Relating to website development costs the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) NO. 00-2, “Accounting for Website Development Costs”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage.
Costs associated with the website consist primarily of website development costs paid to third party and directors. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Web-site development costs related to the customers are charged to cost of sales.
Revenue recognition
The Company recognized revenues from advertising insertion revenue in the period in which the advertisement is displayed, provided that evidence of an arrangement exists, the fees are fixed or determinable and collection of the resulting receivable is reasonably assured. If fixed-fee advertising is displayed over a term greater than one month, revenues are recognized ratably over the period as described below. The majority of insertion orders have terms that begin and end in a quarterly reporting period. In the cases where at the end of a quarterly reporting period the term of an insertion order is not complete, the Company recognizes revenue for the period by pro-rating the total arrangement fee to revenue and deferred revenue based on a measure of proportionate performance of its obligation under the insertion order. The Company measures proportionate performance by the number of placements delivered and undelivered as of the reporting date.
11
DOMAIN EXTREMES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2.
|
Summary of principal accounting policies(continued)
|
Recently issued accounting pronouncements
ASC 805, Business Combinations (“ASC 805”) (formerly included under Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations) contains guidance that was issued by the FASB in December 2007. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with certain exceptions. Additionally, the guidance requires changes to the accounting treatment of acquisition related items, including, among other items, transaction costs, contingent consideration, restructuring costs, indemnification assets and tax benefits. ASC 805 also provides for a substantial number of new disclosure requirements. ASC 805 also contains guidance that was formerly issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies which was intended to provide additional guidance clarifying application issues regarding initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 805 was effective for business combinations initiated on or after the first annual reporting period beginning after December 15, 2008. The Company implemented this guidance effective January 1, 2009. Implementing this guidance did not have an effect on the Company’s financial position or results of operations; however it will likely have an impact on the Company’s accounting for future business combinations, but the effect is dependent upon acquisitions, if any, that are made in the future.
ASC 815, “Derivatives and Hedging—Overall” (previously SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”). This accounting standard expands the disclosure requirements related to derivative instruments and hedging activities with the intent to provide users of financial statements an enhanced understanding of how and why derivative instruments are used, how derivative instruments and related hedged items are accounted for and how they affect an entity’s financial position, financial performance and cash flows. We adopted the amended provisions of this accounting standard effective January 1, 2009 as required.
ASC 855, Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company’s evaluation of its subsequent events. ASC 855 defines two types of subsequent events, “recognized” and “non-recognized”. Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.
In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair Value, which provides additional guidance on the measurement of liabilities at fair value. These amended standards clarify that in circumstances in which a quoted price in an active market for the identical liability is not available, we are required to use the quoted price of the identical liability when traded as an asset, quoted prices for similar liabilities, or quoted prices for similar liabilities when traded as assets. If these quoted prices are not available, we are required to use another valuation technique, such as an income approach or a market approach. These amended standards are effective for us beginning in the fourth quarter of fiscal year 2009. There was no material impact upon the adoption of this standard on the Company’s consolidated financial statements.
12
DOMAIN EXTREMES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2.
|
Summary of principal accounting policies(continued)
|
Recently issued accounting pronouncements (Continued)
In September 2009, the FASB issued ASU 2009-06, Income Taxes (Topic 740), ”Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities”, which provides implementation guidance on accounting for uncertainty in income taxes, as well as eliminates certain disclosure requirements for nonpublic entities. For entities that are currently applying the standards for accounting for uncertainty in income taxes, this update shall be effective for interim and annual periods ending after September 15, 2009. For those entities that have deferred the application of accounting for uncertainty in income taxes in accordance with paragraph 740-10-65-1(e), this update shall be effective upon adoption of those standards. The adoption of this standard is not expected to have an impact on the Company’s consolidated financial position and results of operations since this accounting standard update provides only implementation and disclosure amendments.
In September 2009, the FASB has published ASU 2009-12, “Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments including the attributes of investments within the scope of this amendment to the Codification. The guidance in this update is effective for interim and annual periods ending after December 15, 2009. Early application is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial position and results of operations.
In October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue Recognition-Multiple-Element Arrangements”, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.
ASC 105, Generally Accepted Accounting Principles (“ASC 105”) (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board (“FASB”) into a single source of authoritative generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification (“ASC”) carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed “non-authoritative”. ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company’s references to GAAP authoritative guidance but did not impact the Company’s financial position or results of operations.
13
DOMAIN EXTREMES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2.
|
Summary of principal accounting policies(continued)
|
Recently issued accounting pronouncements (Continued)
In January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06 which is intended to improve disclosures about fair value measurements. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels, the reasons for the transfers and to present information about purchases, sales, issuances and settlements separately in the reconciliation of fair value measurements using significant unobservable inputs (Level 3). Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3). The Company has applied the new disclosure requirements as of January 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which will be effective for interim and annual periods beginning after December 15, 2010. The adoption of this guidance has not had and is not expected to have a material impact on the Company’s financial statements.
In February 2010, the FASB issued ASU 2010-09 which requires that an SEC filer, as defined, evaluate subsequent events through the date that the financial statements are issued. The update also removed the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. The adoption of this guidance on January 1, 2010 did not have a material effect on the Company’s financial statements.
3.
|
Other income
|
For the Three
months ended
June 30,
|
For the Six
months ended
June 30,
|
For the period
January 23, 2006 (inception)
through
June 30, 2010
|
||||||||||||||||||
2010
$
|
2009
$
|
2010
$
|
2009
$
|
$
|
||||||||||||||||
Bank interest income
|
- | - | - | 1 | 26 | |||||||||||||||
Gain on exchange
|
9 | 90 | 52 | 90 | 322 | |||||||||||||||
Sundry income
|
- | - | - | 15 | 3,079 | |||||||||||||||
Total
|
9 | 90 | 52 | 106 | 3,427 |
14
DOMAIN EXTREMES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
4.
|
Income tax
|
As of periods ended June 30, 2010 and 2009, the Company had net operating loss carry forward. The expenses for the two period ended June 30, 2010 and 2009 will not be deducted for tax purposes and will represent a deferred tax asset. The Company will provide a valuation allowance in full amount of the deferred tax asset since there is no assurance of future taxable income.
5.
|
Shareholder’s equity
|
Capitalization
The Company has the authority to issue 200,000,000 shares of common stock, $0.001 par value. The total number of shares of the Company’s common stock outstanding as of June 30, 2010 and December 31, 2009 are 119,296,041 and 93,943,498, respectively.
Equity transactions during the period
Following is the summary of equity transactions during the year December 31, 2009.
On March 27, 2009, we issued 25,641,020 shares of our common stock to Ng Wai Yin, Phoebe and Sino Harvest Asia Limited for a consideration of US$25,641.02.
On March 27, 2009, we issued 1,597,230 shares of our common stock to Ho Wai Ming, Fergus valued at US$1,597.23 in lieu of cash payment advanced for settle expenses.
On March 27, 2009, we issued 1,282,051 shares of our common stock to Lee Yet Chil for a consideration of US$2,564.10.
On March 31, 2009, we issued 1,923,090 shares of our common stock to Francis Bok, Stephen Tang and Angel Lai valued at US$1,923.09 in lieu of cash compensation for director and secretary service from January 2009 to March 2009.
On March 31, 2009, we issued 38,460 shares of our common stock to Stephen Tang and Catherine Lam valued at US$38.46 in lieu of cash compensation for writer service at website www.drinkeat.com from January 2009 to March 2009.
On May 15, 2009, we issued 6,410,255 shares of our common stock to Globaland Capital Limited for a consideration of US$12,820.51.
On May 15, 2009, we issued 3,205,127 shares of our common stock to Xue Xiao Han for a consideration of US$6,410.25.
On May 18, 2009, we issued 6,410,255 shares of our common stock to Leadersoft Asia Limited for a consideration of US$12,820.51.
On June 30, 2009, we issued 1,923,090 shares of our common stock to Francis Bok, Stephen Tang and Angel Lai valued at US$1,923.09 in lieu of cash compensation for director and secretary service from April 2009 to June 2009.
On June 30, 2009, we issued 76,920 shares of our common stock to Stephen Tang, Catherine Lam and Sally Lui valued at US$76.92 in lieu of cash compensation for writer service at website www.drinkeat.com from April 2009 to June 2009.
On September 30, 2009, we issued 1,923,090 shares of our common stock to Francis Bok, Stephen Tang and Angel Lai valued at US$1,923.09 in lieu of cash compensation for director and secretary service from July 2009 to September 2009.
15
DOMAIN EXTREMES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
5.
|
Shareholder’s equity(continued)
|
Equity transactions during the period (continued)
On September 30, 2009, we issued 256,410 shares of our common stock to Stephen Tang, Patience Lee and Sally Lui valued at US$256.41 in lieu of cash compensation for writer service at website www.drinkeat.com from July 2009 to September 2009.
On December 31, 2009, we issued 1,923,090 shares of our common stock to Francis Bok, Stephen Tang and Angel Lai valued at US$1,923.09 in lieu of cash compensation for director and secretary service from October 2009 to December 2009.
On December 31, 2009, we issued 179,490 shares of our common stock to Stephen Tang valued at US$179.49 in lieu of cash compensation for writer service at website www.drinkeat.com from October 2009 to December 2009.
Following is the summary of equity transactions during the period from January 1, 2010 to the period ended June 30, 2010.
On February 1, 2010, we issued 12,660,245 shares of our common stock to Francis Bok, Ho Wai Ming, Fergus, Sum Wing Suzan, Tang Wai Leong and Leadersoft Asia Limited for a consideration of US$25,320.49.
On March 31, 2010, we issued 1,442,310 shares of our common stock to Francis Bok, Stephen Tang and Angel Lai valued at US$2,884.62 in lieu of cash compensation for director and secretary service from January 2010 to March 2010.
On March 31, 2010, we issued 115,380 shares of our common stock to Stephen Tang valued at US$230.76 in lieu of cash compensation for writer service at website www.drinkeat.com from January 2010 to March 2010.
On June 30, 2010, we issued 9,615,378 shares of our common stock to Francis Bok, Stephen Tang, Tang Wai Leong and Xue Xiao Han for a consideration of US$19,230.76.
On June 30, 2010, we issued 1,442,310 shares of our common stock to Francis Bok, Stephen Tang and Angel Lai valued at US$2,884.62 in lieu of cash compensation for director and secretary service from April 2010 to June 2010.
On June 30, 2010, we issued 76,920 shares of our common stock to Stephen Tang, Patience Lee and Sally Lui valued at US$153.84 in lieu of cash compensation for writer service at website www.drinkeat.com from April 2010 to June 2010.
6.
|
Accrued expenses and other current liabilities
|
Accrued expenses and other current liabilities as of June 30, 2010 and December 31, 2009 are summarized as follows:
At June 30,
|
At December 31,
|
|||
2010
|
2009
|
|||
(unaudited)
|
(audited)
|
|||
$
|
$
|
|||
Accrued audit fee
|
1,000
|
6,451
|
||
Other payable
|
19,589
|
9,084
|
||
Total
|
20,589
|
15,535
|
16
DOMAIN EXTREMES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
7.
|
Advance from related parties
|
The amount due to related parties as of June 30, 2010 and December 31, 2009 represents advanced payment due to the Company’s directors. The amount due to directors is interest free without maturity date.
8.
|
Related party transactions
|
For the six months ended
June 30,
|
||||||||
2010
$
|
2009
$ |
|||||||
Beyond IVR Limited
|
385 | - | ||||||
Mega Pacific Capital Inc
|
- | - | ||||||
Leadersoft Asia Limited
|
3,205 | 12,821 |
The following is a summary of related party transactions during the period from April 1, 2010 to the period ended June 30, 2010:
During the period ended June 30, 2010, Domain Extremes issued 1,153,860 shares of common stock valued at $2,307.72 to its directors in lieu of cash compensation. The stocks were valued at US$2,307.72 for the period for which service were provided.
Domain Extremes issued 38,460 shares of common stock valued at $76.92 to its director in lieu of cash compensation for writer service at website www.drinkeat.com.
Francis Bok paid $6,410.25 to Domain Extremes for shares capital of 3,205,125 shares of common stock.
Stephen Tang paid $2,564.10 to Domain Extremes for shares capital of 1,282,050 shares of common stock.
Domain Extremes paid $384.62 to Beyond IVR Limited for computer server hosting service fee.
The following is a summary of related party transactions for the period from April 1, 2009 to the period ended June 30, 2009:
During the period ended June 30, 2009, Domain Extremes issued 1,538,460 shares of common stock valued at $1,538.46 to its directors in lieu of cash compensation. The stocks were valued at US$1,538.46 for the period for which service were provided.
Domain Extremes issued 38,460 shares of common stock valued at $38.46 to its director in lieu of cash compensation for writer service at website www.drinkeat.com.
Leadersoft Asia Limited paid $12,820.51 to Domain Extremes for shares capital of 6,410,255 shares of common stock.
17
DOMAIN EXTREMES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
9.
|
Commitments and contingencies
|
There has been no legal proceedings in which the Company is a party during the period ended June 30, 2010 and December 31, 2009.
10.
|
Current vulnerability due to certain concentrations
|
The Company's operations are carried out in Hong Kong, the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in Hong Kong, by the general state of the PRC's economy. The Company's business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
11.
|
Subsequent Events
|
We have evaluated significant events and transactions that occurred from July 1, 2010 through the date of this report and have determined that there were no events or transactions other than those disclosed in this report, if any, that would require recognition or disclosure in our Condensed Consolidated Financial Statements for the quarterly period ended June 30, 2010.
18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
The following discussion should be read in conjunction with the Company’s unaudited consolidated financial statements and notes thereto included in Item 1 of this report and is qualified in its entirety by the foregoing.
Forward Looking Statements
Certain statements in this report, including statements of our expectations, intentions, plans and beliefs, including those contained in or implied by “Management's Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to Consolidated Financial Statements, are “forward-looking statements”, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to certain events, risks and uncertainties that may be outside our control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “will”, and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements. These forward-looking statements include statements of management's plans and objectives for our future operations and statements of future economic performance, information regarding our expansion and possible results from expansion, our expected growth, our capital budget and future capital requirements, the availability of funds and our ability to meet future capital needs, and the assumptions described in this report underlying such forward-looking statements. Actual results and developments could differ materially from those expressed in or implied by such statements due to a number of factors, including, without limitation, those described in the context of such forward-looking statements, our expansion and acquisition strategy, our ability to achieve operating efficiencies, our ability to successfully develop and market new websites in the greater Asian markets, the strength and financial resources of our competitors, our ability to raise sufficient capital in order to effectuate our business plan, our ability to find and retain skilled personnel and key executives, the political and economic climate in which we conduct operations and the risk factors described from time to time in our other documents and reports filed with the Securities and Exchange Commission (the “Commission”).
General
We are a development stage company organized under the laws of the State of Nevada in January 2006. Our business is to develop and operate Internet websites and applications on mobile platforms. We intend to earn revenues through advertisements sold on these websites and applications. Our goal is to become the largest network of consumer-based websites and applications targeting viewers in the Hong Kong and Greater China Basin with contents on travel, food, entertainment, activities and city life. As of the date of this Quarterly Report, we have launched the websites, www.drinkeat.com, which provides reviews of restaurants in Hong Kong and www.sowhat.asia (in beta version), which acts as a platform for members to upload photos and videos and comments on traffic, hygiene, environmental and similar issues in Hong Kong. These two websites are currently generating advertising income through banner and pay-per-click advertisements.
We plan to develop additional websites and solicit advertisement for those websites through third-party agents. Presently, we own the following domain names: www.domainextremes.com, www.drinkeat.com, www.sowhat.asia, www.channel.asia, www.winebusiness.asia, www.winebid.asia, www.wineauction.asia, www.whatnext.asia, www.frontpage.asia, www.greenpage.asia, www.bluepage.asia, www.redpage.asia, www.appstore.asia, www.pix100.com and www.nojunkcall.com.
We have launched Junk Calls, an iPhone App for downloading by iPhone users in Hong Kong, to screen incoming phone calls which are considered junk calls. We plan to launch in the end of 2010, another iPhone application, BabyWorld, which is a photo uploading and display application for members. Members can also upload photos through our website www.baby.pix100.com.
Our Business
We are an active developer and operator of lifestyle-centered websites and mobile platform applications in the Hong Kong and Greater China Basin. We currently own a number of domain names and intend to build content centered on travel, food, city life and entertainment in the region.
Our content is delivered through internet-connected browser-based devices such as personal computers, laptops and mobile devices. As a result, our content is available globally and our distribution is potentially unlimited in breadth. Thus, while our primary market focus is Hong Kong and the Greater China Basin, we are able to reach those consumers and content providers around the world who have an interest in this region.
19
Our site www.drinkeat.com, also known as Hong Kong Restaurant Review, provides reviews on Hong Kong restaurants. We invite food critics to contribute review articles on restaurants in Hong Kong either for a small fee or by obtaining their consent to post a previously printed article without charge. Reviews are written in Chinese for the general public in Hong Kong and Chinese tourists who plan to visit Hong Kong. Contributors are paid a nominal fee on a per-article basis either in cash, if available, or through the issuance of shares in the Company. We rely on five active individual contributors to provide reviews, although we do not have formal agreements with any. There are several websites providing similar reviews on Hong Kong restaurants.
We believe that www.drinkeat.com is among the top three of such websites in terms of popularity and depth of the articles. According to Google’s PageRank®, www.drinkeat.com is one of three restaurant review websites in Hong Kong with a ranking of 5 or higher out of the maximum 10 as of the date of this Quarterly Report.
According to Google’s corporate website, its PageRank® system reflects its view of the importance of viewed web pages by considering more than 500 million variables and 2 billion terms. Pages that it believes are important pages receive a higher PageRank® and are more likely to appear at the top of the search results. Google assigns a numeric weighting from 0-10 for each webpage on the Internet, with the PageRank® denoting a site’s importance in the eyes of Google. The PageRank® of a particular page is roughly based upon the quantity of inbound links as well as the PageRank® of the pages providing the links. Other factors, such as the relevance of search words on the page and actual visits to the page reported by the Google toolbar, also influence the PageRank®. However, in order to prevent manipulation, Google provides no specific details about how such other factors influence the resulting PageRank®.
We launched our second website, www.sowhat.asia, in beta version, in the fourth quarter of 2009. This site provides a portal for members to post photos and videos focusing on areas in Hong Kong which they believe need improvement, including traffic, hygienic conditions, environmental issues and current affairs and others. The purpose of these postings is to attract the attention of government departments and concerned organizations with the ultimate objective that these issues will be rectified. Initial content has been provided by individuals known to the Company's management without compensation. Currently, there is no similar website in Hong Kong.
We will gradually develop other websites utilizing domain names we currently own or develop or acquire in the future. We plan to solicit advertisements through third party agents. Depending on the nature of the content of the websites, prospective advertisers include restaurants, hotels, travel agents, department stores and retail outlets. We also include pay-per-click advertisements in our websites. Our hope is that when our network of websites has increased to at least five, we will be able to attract and retain more traffic, redirecting users to other websites in our network.
We have contracted with programming firms in Hong Kong and China to develop websites for our network. Once a domain name and theme have been decided by our directors, we contact potential development firms for initial discussion regarding our proposal. Our directors maintain close contact with the programming firms during development of the website and conduct testing throughout the development process. Additionally, we intend to carry out enhancements on our websites from time to time based upon member feedback.
In the first quarter of 2010, we launched Junk Calls, an application on the iPhone platform. This is an extension of our strategy to develop application programs to the mobile network. We will continue to develop similar lifestyle applications on iPhone and other mobile platforms.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. As the number of variables and assumptions affecting the probable future resolution of the uncertainties increase, these judgments become even more subjective and complex. We have identified the following accounting policies, described below, as the most critical to an understanding of our current financial condition and results of operations.
Impairment of Long-Lived Assets
We have adopted FASB Accounting Standard Codification Topic 360 ASC 360 “Property, Plant and Equipment – Overall”, which addresses financial accounting and reporting for the impairment of long-lived assets, such as plant and equipment, leasehold land and intangible assets and supersedes SFAS No. 141, “Accounting for the Impairment of Long-Lived Assets” and the accounting and reporting provision of APB Opinion No. 30, “reporting the Results of Operations for a Disposal of a Segment of a Business.” We periodically evaluate the carrying value of long-lived assets to be held and used in accordance with ASC 360. ASC 360 requires the Company periodically evaluates, at least annually, whether facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. In the event that the carrying amount of long-lived assets exceeds the undiscounted future cash flows, then the carrying amount of such assets is adjusted to their fair value. The Company reports an impairment cost as a charge to operations at the time it is recognized.
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Stock-based Compensation
The Company has adopted FASB Accounting Standard Codification Topic 718 (ASC 718), ”Stock Compensation”, (Formerly known as SFAS 123(R), Share-Based Payment), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including stock option grants based on estimated fair values. ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the award’s portion that is ultimately expected to vest is recognized as expense over the requisite service periods. Prior to the adoption of ASC 718, we accounted for share-based awards to employees and directors using the intrinsic value method. Under the intrinsic value method, share-based compensation expense was only recognized by us if the exercise price of the stock option was less than the fair market value of the underlying stock at the date of grant.
Foreign Currency Translations
The functional currency of the company is Hong Kong dollars. We maintain our financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.
For financial reporting purposes, the financial statements of the Company which are prepared using the functional currency have been translated into U.S. dollars.
Recent Accounting Pronouncements
ASC 805, Business Combinations (“ASC 805”) (formerly included under Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations) contains guidance that was issued by the FASB in December 2007. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with certain exceptions. Additionally, the guidance requires changes to the accounting treatment of acquisition related items, including, among other items, transaction costs, contingent consideration, restructuring costs, indemnification assets and tax benefits. ASC 805 also provides for a substantial number of new disclosure requirements. ASC 805 also contains guidance that was formerly issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies which was intended to provide additional guidance clarifying application issues regarding initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 805 was effective for business combinations initiated on or after the first annual reporting period beginning after December 15, 2008. The Company implemented this guidance effective January 1, 2009. Implementing this guidance did not have an effect on the Company’s financial position or results of operations; however it will likely have an impact on the Company’s accounting for future business combinations, but the effect is dependent upon acquisitions, if any, that are made in the future.
ASC 815, “Derivatives and Hedging—Overall” (previously SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”). This accounting standard expands the disclosure requirements related to derivative instruments and hedging activities with the intent to provide users of financial statements an enhanced understanding of how and why derivative instruments are used, how derivative instruments and related hedged items are accounted for and how they affect an entity’s financial position, financial performance and cash flows. We adopted the amended provisions of this accounting standard effective January 1, 2009 as required.
ASC 855, Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company’s evaluation of its subsequent events. ASC 855 defines two types of subsequent events, “recognized” and “non-recognized”. Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.
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In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair Value, which provides additional guidance on the measurement of liabilities at fair value. These amended standards clarify that in circumstances in which a quoted price in an active market for the identical liability is not available, we are required to use the quoted price of the identical liability when traded as an asset, quoted prices for similar liabilities, or quoted prices for similar liabilities when traded as assets. If these quoted prices are not available, we are required to use another valuation technique, such as an income approach or a market approach. These amended standards are effective for us beginning in the fourth quarter of fiscal year 2009. There was no material impact upon the adoption of this standard on the Company’s consolidated financial statements.
In September 2009, the FASB issued ASU 2009-06, Income Taxes (Topic 740), ”Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities”, which provides implementation guidance on accounting for uncertainty in income taxes, as well as eliminates certain disclosure requirements for nonpublic entities. For entities that are currently applying the standards for accounting for uncertainty in income taxes, this update shall be effective for interim and annual periods ending after September 15, 2009. For those entities that have deferred the application of accounting for uncertainty in income taxes in accordance with paragraph 740-10-65-1(e), this update shall be effective upon adoption of those standards. The adoption of this standard is not expected to have an impact on the Company’s consolidated financial position and results of operations since this accounting standard update provides only implementation and disclosure amendments.
In September 2009, the FASB has published ASU 2009-12, “Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments including the attributes of investments within the scope of this amendment to the Codification. The guidance in this update is effective for interim and annual periods ending after December 15, 2009. Early application is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial position and results of operations.
In October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue Recognition-Multiple-Element Arrangements”, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.
ASC 105, Generally Accepted Accounting Principles (“ASC 105”) (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board (“FASB”) into a single source of authoritative generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification (“ASC”) carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed “non-authoritative”. ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company’s references to GAAP authoritative guidance but did not impact the Company’s financial position or results of operations.
In January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06 which is intended to improve disclosures about fair value measurements. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels, the reasons for the transfers and to present information about purchases, sales, issuances and settlements separately in the reconciliation of fair value measurements using significant unobservable inputs (Level 3). Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3). The Company has applied the new disclosure requirements as of January 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which will be effective for interim and annual periods beginning after December 15, 2010. The adoption of this guidance has not had and is not expected to have a material impact on the Company’s financial statements.
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In February 2010, the FASB issued ASU 2010-09 which requires that an SEC filer, as defined, evaluate subsequent events through the date that the financial statements are issued. The update also removed the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. The adoption of this guidance on January 1, 2010 did not have a material effect on the Company’s financial statements.
Results of Operations for the Three and Six Months Ended June 30, 2010 and 2009
Balance Sheet
Our total assets at June 30, 2010 were $30,158 compared to $11,273 at December 31, 2009. Our total liabilities were $22,961 at June 30, 2010 compared to $28,355 at December 31, 2009, principally due to the increase of $5,054 in accrued expenses and the decrease of $10,448 in advances from related parties. As a result, net assets for the period under review have increased from ($17,082) at December 31, 2009 to $7,197 at June 30, 2010.
Net Sales
We generated revenues of $5,038 and $11,192 for the three and six months, respectively, ended June 30, 2010, compared to $0 for the three and six months ended June 30, 2009. These revenues are attributable to the launch of our websites, resulting in advertising revenues in the form of banner and pay-per-click advertisements. We expect our revenues to increase proportionate to the growth in our site traffic. We also intend to generate future revenues from advertising and user fees related to our mobile phone applications.
Net Income (Loss)
We have incurred a net loss of $20,033 and $26,426 for the three and six months, respectively, ended June 30, 2010 and $13,460 and $16,025 for the three and six months, respectively, ended June 30, 2009, principally due to a substantial increase in our administrative expenses as we have increased our development activities.
We had other income of $9 and $52 for the three and six months, respectively, ended June 30, 2010 and $90 and $106 for the three and six months, respectively, ended June 30, 2009, attributable to internet advertising and gain on exchange.
We incurred general, administrative and operating expenses of $25,080 and $37,670 for the three and six months, respectively, ended June 30, 2010 and $13,550 and $16,131 for the three and six months, respectively, ended June 30, 2009. Of these amounts, $2,308 and $4,615 related to the value of share-based compensation to our directors for the three and six months, respectively, ended June 30, 2010 and $1,538 and $3,077 for the three and six months, respectively, ended June 30, 2009 in lieu of cash compensation for services rendered. In addition, a substantial portion of our expenses for the three and six months ended June 30, 2010 related to legal fees, salaries and transfer agent fees, and for the three and six months ended June 30, 2009 relates to legal fees and website development fees. The substantial increase in expenses for the three and six months ended June 30, 2010 is due principally to salaries and transfer agent fees.
Income Taxes
Due to our lack of significant revenues, we have not incurred any tax obligations for the three and six months ended June 30, 2010 and 2009. However, we would anticipate that income tax obligations as we begin to generate significant revenue in the future.
Liquidity and Capital Resources
At June 30, 2010, we had cash and cash equivalents of $9,647, compared to $3,583 at December 31, 2009, an increase of $6,064.
Currently, we have limited operating capital. We expect that our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and the revenues, if any, generated from our business operations alone may not be sufficient to fund our operations or planned growth. We will likely require additional capital to continue to operate our business, and to further expand our business.
We expect our cash flow needs over the next 12 months through July 2011 to be approximately $65,000. However, this amount may be materially increased if market conditions are favorable for a more rapid expansion of our business model or if we adjust our model to exploit strategic acquisition opportunities. In addition, we may require additional cash flow to support our public company reporting requirements in the United States. Although our average monthly expenditures to date have averaged less than $4,000, we expect this rate to increase exponentially as our business expands. To date, we have been financed principally by our two directors; however, we expect to secure third party financing or bank loans as necessary until we secure sufficient revenues, principally from advertisers on our websites, to sustain our ongoing operations.
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Sources of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. Our inability to raise additional funds when required may have a negative impact on our operations, business development and financial results.
Off-Balance Sheet Arrangements
As of June 30, 2010, we did not have any off-balance sheet arrangements.
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The information to be reported under this Item is not required of smaller reporting companies.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods. Our President (principal executive officer) and our Treasurer (principal financial officer) (collectively, the “Certifying Officers”) are responsible for maintaining our disclosure controls and procedures. The controls and procedures established by us are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.
During the second quarter of 2010, our Certifying Officers evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation, the Certifying Officers concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We are aware that any system of controls, however well designed and operated, can only provide reasonable, and not absolute, assurance that the objectives of the system are met, and that maintenance of disclosure controls and procedures is an ongoing process that may change over time.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
The information to be reported under this Item is not required for smaller reporting companies.
We have sold the following equity securities within the period covered by this report in transactions which were not registered under the Securities Act of 1933, as amended: Except where otherwise noted, all shares were issued in offshore transactions in reliance upon the exemption from the registration requirements of the Securities Act in accordance with Regulation S promulgated thereunder.
On June 30, 2010, we issued 9,615,378 shares of our common stock to Francis Bok, Stephen Tang, Tang Wai Leong and Xue Xiao Han for a consideration of US$19,230.76.
On June 30, 2010, (i) 1,442,310 shares of our common stock, valued at $2,884.62, were issued in lieu of cash compensation for director and secretarial services from April through June 2010; and (ii) 76,920 shares of our common stock, valued at $153.84, were issued in lieu of cash compensation for writer services related to www.drinkeat.com from April through June 2010.
None.
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None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(1)
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Exhibits: Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits following the signature page of this Form 10-Q, which is incorporated herein by reference.
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In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DOMAIN EXTREMES, INC.
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Dated: August 13, 2010
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/s/ Francis Bok
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Francis Bok
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President and Director
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(Principal Executive Officer)
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Dated: August 13, 2010
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/s/ Stephen Tang
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Stephen Tang
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Treasurer and Director
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(Principal Financial and Accounting Officer)
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Exhibit No.
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Description
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31.1
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Certification of President
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31.2
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Certification of Treasurer
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32.1
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Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
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