UNITED STATES
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 March 31, 2012
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT
 
For the transition period from __________________ to __________________

Commission File Number: 000-53749

DOMAIN EXTREMES, INC.
(Name of Small Business Issuer in its Charter)
 

 
Nevada
98-0632051
(State or Other Jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

602 Nan Fung Tower, Suite 6/F
173 Des Voeux Road Central
Central District, Hong Kong
(Address of Principal Executive Offices)

+(852) 2868-0668
(Issuer’s Telephone Number)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 x 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.
 
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 May 1, 2012:  144,542,831 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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 

 
TABLE OF CONTENTS
  
PART I. FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)
   
1
 
Balance Sheets
   
2
 
Statements of Operations
   
3
 
Statements of Cash Flows
   
4
 
Statement of Stockholders’ Equity and Comprehensive Income
   
5
 
Notes to Financial Statements
   
8
 
         
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
   
16
 
         
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
24
 
         
ITEM 4T. CONTROLS AND PROCEDURES
   
24
 
         
PART II. OTHER INFORMATION
         
ITEM 1. LEGAL PROCEEDINGS
   
24
 
         
ITEM 1A. RISK FACTORS AFFECTING FUTURE RESULTS
   
24
 
         
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
   
25
 
         
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
   
25
 
         
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   
25
 
         
ITEM 5. OTHER INFORMATION
   
25
 
         
ITEM 6. EXHIBITS
   
25
 
         
SIGNATURES
   
26
 
         
INDEX TO EXHIBITS
   
27
 
 




 
i

 


PART I. FINANCIAL INFORMATION
       
ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)
       
         
Index to Financial Statements
   
1
 
Balance Sheets
   
2
 
Statements of Operations
   
3
 
Statements of Cash Flows
   
4
 
Statement of Stockholders’ Equity and Comprehensive Income
   
5
 
Notes to Financial Statements
   
8
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
1

 

Domain Extremes, Inc.
Unaudited Balance Sheets
As of March 31, 2012 (unaudited) and December 31, 2011 (audited)

   
Notes
   
At March 31,
2012
   
At December 31,
2011
 
         
(unaudited)
$
   
(audited)
$
 
ASSETS
                 
Current Assets:
                 
Cash and cash equivalents
          3,179       269  
Prepaid expenses and other receivables
    6       51,324       42,064  
                         
Total Current Assets
            54,503       42,333  
Non-Current Assets :
                       
Plant and equipment
            635       635  
                         
Total Non-Current Assets
            635       635  
                         
TOTAL ASSETS
            55,138       42,968  
                         
LIABILITIES AND STOCKHOLDERS’ DEFICIT
                       
                         
LIABILITIES
                       
Current Liabilities :
                       
Accrued expenses and other payables
    7       13,090       6,862  
Advance from related company
    8       -       2,618  
Advance from related parties
    9       43,877       9,304  
                         
Total Current Liabilities
            56,967       18,784  
                         
TOTAL LIABILITIES
            56,967       18,784  
                         
STOCKHOLDERS’ EQUITY/ (DEFICIT)
                       
 
                       
Common stock
   Par value: US$0.001
   Authorized: 2012 – 200,000,000 shares
   (2011 – 200,000,000 shares)
   Issued and outstanding: 2012 –144,542,831 shares
   (2011 – 144,542,831 shares)
    5       144,543       144,543  
Additional paid-in capital
            67,907       67,907  
Deficit accumulated during the development stage
            (214,279 )     (188,266 )
                         
TOTAL STOCKHOLDERS’ (DEFICIT)/ EQUITY
            (1,829 )     24,184  
                         
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)/ EQUITY
            55,138       42,968  

The accompanying notes are an integral part of these financial statements. 

 
2

 
 
Domain Extremes, Inc.
Unaudited Statements of Operations
For the Three Months Ended March 31, 2012 and 2011
 
         
For the Three months ended March 31,
   
For the period January 23, 2006 (inception) through March 31, 2012
 
   
Notes
   
2012
$
   
2011
$
    $  
                         
Net sales
          4,135       4,308       47,481  
Cost of sales
          -       -       -  
                               
Gross Profit
          4,135       4,308       47,481  
Impairment loss of long-term investment
          -       -       (10,000 )
Impairment loss of intangible assets
          -       -       (3,910 )
Other operating income
    3       -       -       25,256  
Administrative and other operating expenses, including share based compensation
            (30,148 )     (6,635 )     (273,106 )
                                 
Operating loss before income taxes
            (26,013 )     (2,327 )     (214,279 )
Income taxes
    4       -       -       -  
                                 
Net loss and comprehensive loss
            (26,013 )     (2,327 )     (214,279 )
                                 
Loss per share of common stock
- Basic and diluted
            (0.00 )     (0.00 )        
                                 
Weighted average shares of common stock
- Basic and diluted
            144,542,831       122,315,271          
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 

 
3

 

Domain Extremes, Inc.
Unaudited Statement of Cash Flows
For the Three Months Ended March 31, 2012 and 2011
 
   
For the Three months ended March 31, 2012
   
For the Three months ended March 31, 2011
   
For the period January 23, 2006 (inception) through March 31, 2012
 
   
$
   
$
   
$
 
                   
Cash flows from operating activities:
                 
Net loss and comprehensive loss
    (26,013 )     (2,327 )     (214,279 )
Depreciation
    -       -       968  
Share based compensation
    -       -       71,430  
Changes in current assets and liabilities
                       
Prepaid expenses and other receivables
    (9,260 )     (4,166 )     (51,324 )
Amount due to related company
    (2,618 )     -       -  
Amount due to related parties
    34,573       9,251       43,877  
Accrued expenses and other payables
    6,228       (4,830 )     13,090  
                         
Net cash used in operating activities
    2,910       (2,072 )     (136,238 )
                         
Cash flows from financing activities:
                       
Issuance of share capital
    -       -       141,020  
                         
Net cash provided by financing activities
    -       -       141,020  
                         
Cash flows from investing activity:
                       
Purchase of property, plant and equipment
    -       -       (1,603 )
                         
Net cash used in investing activity
    -       -       (1,603 )
                         
Net increase / (decrease) in cash and cash equivalents
    2,910       (2,072 )     3,179  
Cash and cash equivalents at beginning of the period
    269       2,779       -  
                         
Cash and cash equivalents at end of the period
    3,179       707       3,179  
                         
Supplementary disclosures of cash flow information:
                       
Interest paid
    -       -       -  
                         
Income taxes paid
    -       -       -  

The accompanying notes are an integral part of these financial statements.
 
 
 

 
4

 

Domain Extremes, Inc.
Unaudited Statement of Stockholders’ Equity and Comprehensive Income
For the period ended March 31, 2012
 
   
Common Stock
   
Additional Paid-In
   
Deficit
       
   
Shares
   
Amount
   
Capital
   
Accumulated
   
Total
 
         
$
   
$
   
$
   
$
 
Balance, January 23, 2006 (Inception)
    -       -       -       -       -  
                                         
Common stock issued for cash on March 29, 2006
    3,000,000       3,000       -       -       3,000  
                                         
Common stock issued for cash on June 30, 2006
    13,910,256       13,910       -       -       13,910  
                                         
Compensatory portion of stock issuance on June 30, 2006
    3,846,155       3,846       -       -       3,846  
                                         
Compensatory portion of stock issuance on September 30, 2006
    371,790       372       -       -       372  
                                         
Compensatory portion of stock issuance on December 31, 2006
    4,115,379       4,115       -       -       4,115  
                                         
Net loss and comprehensive loss
    -       -       -       (24,845 )     (24,845 )
                                         
Balance, December 31, 2006
    25,243,580       25,243       -       (24,845 )     398  
                                         
Compensatory portion of stock issuance on March 31, 2007
    25,640       26       -       -       26  
                                         
Compensatory portion of stock issuance on June 30, 2007
    3,987,200       3,987       -       -       3,987  
                                         
Compensatory portion of stock issuance on September 30, 2007
    25,640       26       -       -       26  
                                         
Compensatory portion of stock issuance on December 31, 2007
    3,846,180       3,846       -       -       3,846  
                                         
Net loss and comprehensive loss
    -       -       -       (12,549 )     (12,549 )
                                         
Balance, December 31, 2007
    33,128,240       33,128       -       (37,394 )     (4,266 )
                                         
Compensatory portion of stock issuance on June 30, 2008
    3,897,460       3,898       -       -       3,898  
                                         
Compensatory portion of stock issuance on September 30, 2008
    2,076,930       2,077       -       -       2,077  
                                         
Compensatory portion of stock issuance on December 31, 2008
    2,051,290       2,051       -       -       2,051  
                                         
Net loss and comprehensive loss
    -       -       -       (33,429 )     (33,429 )
                                         
Balance, December 31, 2008 and Balance forward
    41,153,920       41,154       -       (70,823 )     (29,669 )
 
 
5

 

Domain Extremes, Inc.
Unaudited Statement of Stockholders’ Equity and Comprehensive Income
For the period ended March 31, 2012

(continued)

   
Common Stock
   
Additional Paid-In
   
Deficit
   
 
 
   
Shares
   
Amount
   
Capital
   
Accumulated
   
Total
 
         
$
   
$
   
$
   
$
 
Balance forward
    41,153,920       41,154       -       (70,823 )     (29,669 )
                                         
Common stock issued for cash on
March 27, 2009
    28,520,301       28,520       1,283       -       29,803  
                                         
Common stock issued for cash on
May 15, 2009
    9,615,382       9,615       9,615       -       19,230  
                                         
Common stock issued for cash on
May 18, 2009
    6,410,255       6,410       6,410       -       12,820  
                                         
Compensatory portion of stock issuance on
March 31, 2009
    1,961,550       1,962       -       -       1,962  
                                         
Compensatory portion of stock issuance on
June 30, 2009
    2,000,010       2,000       -       -       2,000  
                                         
Compensatory portion of stock issuance on
September 30, 2009
    2,179,500       2,180       -       -       2,180  
                                         
Compensatory portion of stock issuance on
December 31, 2009
    2,102,580       2,102       -       -       2,102  
                                         
Net loss and comprehensive loss
    -       -       -       (57,510 )     (57,510 )
                                         
Balance, December 31, 2009
    93,943,498       93,943       17,308       (128,333 )     (17,082 )
                                         
Common stock issued for cash on
February 1, 2010
    12,660,245       12,661       12,660       -       25,321  
                                         
Common stock issued for cash on
June 30, 2010
    9,615,378       9,615       9,615       -       19,230  
                                         
Compensatory portion of stock issuance on
March 31, 2010
    1,557,690       1,558       1,558       -       3,116  
                                         
Compensatory portion of stock issuance on
June 30, 2010
    1,519,230       1,519       1,519       -       3,038  
                                         
Compensatory portion of stock issuance on
September 30, 2010
    1,538,460       1,538       1,538       -       3,076  
                                         
Compensatory portion of stock issuance on 
December 31, 2010
    1,480,770       1,481       1,481       -       2,962  
                                         
Net loss and comprehensive loss
    -       -       -       (54,340 )     (54,340 )
                                         
Balance, December 31, 2010 and 
Balance forward
    122,315,271       122,315       45,679       (182,673 )     (14,679 )

 
6

 
 
Domain Extremes, Inc.
Unaudited Statement of Stockholders’ Equity and Comprehensive Income
For the period ended March 31, 2012
 
(continued)

   
Common Stock
   
Additional Paid-In
   
Deficit
   
 
 
   
Shares
   
Amount
   
Capital
   
Accumulated
   
Total
 
   
 
   
$
   
$
   
$
   
$
 
Balance forward
    122,315,271       122,315       45,679       (182,673 )     (14,679 )
                                         
Common stock issued for cash on
August 18, 2011
    17,307,690       17,308       17,308       -       34,616  
                                         
Compensatory portion of stock issuance on 
August 18, 2011
    4,326,930       4,327       4,327       -       8,654  
                                         
Compensatory portion of stock issuance on 
December 29, 2011
    592,940       593       593       -       1,186  
                                         
Net loss and comprehensive loss
    -       -       -       (5,593 )     (5,593 )
                                         
Balance, December 31,2011
    144,542,831       144,543       67,907       (188,266 )     24,184  
                                         
Net loss and comprehensive loss
    -       -       -       (26,013 )     (26,013 )
                                         
Balance, March 31, 2012
    144,542,831       144,543       67,907       (214,279 )     (1,829 )
 

 

 

 

 

 

 


 
7

 

DOMAIN EXTREMES, INC.
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 has not generated significant revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future.  Since January 23, 2006, the Company has generated revenue of $47,481 and has incurred an accumulated deficit of $214,279.

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”)) 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.

The Company accounts for stock-based compensation to non-employees and consultants in accordance with the provisions of ASC 505-50 “Equity –Based Payments to Non-employees”. Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transactions should be determined at the earlier of performance commitment date or performance completion date.

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 Group which are prepared using the functional currency have been translated into United States dollars.  Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates.  Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.

Fair value of financial instruments
 
The carrying values of the Company’s financial instruments, including cash and cash equivalents, trade and other receivables, deposits, trade and other payables approximate their fair values due to the short-term maturity of such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate current market rates.


 
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

In May 2011, the FASB issued ASU 2011-04 which is intended to consistent with the Memorandum of Understanding and the Boards’ commitment published in 2006 to achieving that goal, the amendments in this Update are the result of the work by the FASB and the IASB to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRSs). The Boards worked together to ensure that fair value has the same meaning in U.S. GAAP and in IFRSs and that their respective fair value measurement and disclosure requirements are the same (except for minor differences in wording and style). The Boards concluded that the amendments in this Update will improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRSs. The amendments in this Update explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting.

In June 2011, the FASB issued ASU 2011-05 which is intended to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. To increase the prominence of items reported in other comprehensive income and to facilitate convergence of U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRS), the FASB decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity, among other amendments in this Update. The amendments require that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income.

3.           Other income
 
   
For the Three months ended
March 31,
   
For the period January 23, 2006 (inception) through March 31, 2012
 
   
2012
$
   
2011
$
   
$
 
                   
Bank interest income
    -       -       26  
Gain on exchange
    -       -       383  
Sundry income
    -       -       24,847  
                         
Total
    -       -       25,256  


 
12

 

DOMAIN EXTREMES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
 
 
4.           Income tax

The Company is incorporated in the Untied States, and is subject to United States federal and state income taxes. The Company did not generate taxable income in the United States for the period ended March 31, 2012 and 2011.

The Company’s operations are carried out in Hong Kong, the PRC, and is subject to Hong Kong profit tax at 16.5% in 2012 (2011: 16.5%). No provision for Hong Kong income or profit tax has been made as the Company has no assessable profit for the period. The cumulative tax losses 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.

The cumulative net operating loss carry forward is approximately $214,279 and $188,266 as at March 31, 2012 and December 31, 2011 respectively, and will expire beginning in the year 2026. Annual use of the net operating loss may be limited by Internal Revenue Code section 382 due to an ownership change.

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
 
   
For the Three months ended
March 31,
   
For the period
January 23, 2006
(inception)
through
March 31, 2012
 
   
2012
$
   
2011
$
     
$
 
                         
Deferred tax asset attributable to Net operating loss carryover
    8,844       791       72,855  
                         
Valuation allowance
    (8,844 )     (791 )     (72,855 )
                         
Net deferred tax assets
    -       -       -  

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 March 31, 2012 and December 31, 2011 are 144,542,831 and 144,542,831 respectively.

Equity transactions during the period

Following is the summary of equity transactions during the year ended December 31, 2011.

On August 18, 2011, we issued 4,326,930 shares of our common stock to Francis Bok, Stephen Tang and Angel Lai valued at US$8,653.86 in lieu of cash compensation for director and secretary service from January 2011 to September 2011.

On August 18, 2011, we issued 17,307,690 shares of our common stock to Francis Bok, Stephen Tang and Tang Wai Leong for a consideration of US$34,615.38.

 
13

 

DOMAIN EXTREMES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)


5.           Shareholder’s equity (continued)

Equity transactions during the period (continued)
 
On December 29, 2011, we issued 592,940 shares of our common stock to Francis Bok, Stephen Tang and Angel Lai valued at US$1,185.88 in lieu of cash compensation for director and secretary service from October 1, 2011 to November 7, 2011.

Following is the summary of equity transactions during the period from January 1, 2012 to March 31, 2012

There were no equity transactions during the period from January 1, 2012 to the period ended March 31, 2012.

6.           Prepaid expenses and other receivables

Other receivables and prepaid expenses as of March 31, 2012 and December 31, 2011 are summarized as follows:
 
   
At March 31,
   
At December 31,
 
   
2012
   
2011
 
   
(unaudited)
$
   
(audited)
$
 
             
Other receivables
    5,029       -  
Prepaid expenses
    46,295       42,064  
                 
Total
    51,324       42,064  
 
7.           Accrued expenses and other payables

Accrued expenses and other payables as of March 31, 2012 and December 31, 2011 are summarized as follows:

   
At March 31,
   
At December 31,
 
   
2012
   
2011
 
   
(unaudited)
$
   
(audited)
$
 
             
Accrued audit fee
    1,000       6,410  
Other payable
    12,090       452  
                 
Total
    13,090       6,862  
 
 
14

 

DOMAIN EXTREMES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
 
 
8.           Advance from related company

The amount due to related company as of December 31, 2011 represents advanced payment due to Mega Pacific Capital Inc. The amount due to related company is interest free without maturity date and repayable upon demand.

9.           Advance from related parties

The amount due to related parties as of March 31, 2012 and December 31, 2011 represents advanced payment due to the Company’s directors.  The amount due to directors is interest free without maturity date and repayable upon demand.

10.           Commitments and contingencies

There has been no legal proceedings in which the Company is a party during the period ended March 31, 2012 and December 31, 2011.

11.           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.

12.           Subsequent Events

We have evaluated significant events and transactions that occurred from April 1, 2012 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 unaudited financial statements for the quarterly period ended March 31, 2012.










 
15

 

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.whatnext.asia, www.pix100.com and www.nojunkcall.com.


 
16

 

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 second quarter of 2012, 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.

We are a controlled corporation with the substantial majority of our shares held by Promula Trading Ltd., a Hong Kong-based company.  Promula acquired an 82% stake in our company in September 2011.  As a result, there can be no assurance that our business and/or our strategy will not change over time as a result of Promula’s interest.

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.

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®.
 
 

 
17

 

We launched our second website, www.sowhat.asia, in beta version, in the 4th quarter of 2009. The website is still in testing stage as of the date of this quarterly report. 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.

Basic 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.



 
18

 

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.

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”)) 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.


 
19

 

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.

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.

The Company accounts for stock-based compensation to non-employees and consultants in accordance with the provisions of ASC 505-50 “Equity –Based Payments to Non-employees”. Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transactions should be determined at the earlier of performance commitment date or performance completion date.
  
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 Currency Translations
 
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 Group which are prepared using the functional currency have been translated into United States dollars.  Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates.  Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.
 

 
20

 

Fair value of financial instruments

The carrying values of the Company’s financial instruments, including cash and cash equivalents, trade and other receivables, deposits, trade and other payables approximate their fair values due to the short-term maturity of such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate current market rates.

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.


 
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Recent Accounting Pronouncements
 
In May 2011, the FASB issued ASU 2011-04 which is intended to consistent with the Memorandum of Understanding and the Boards’ commitment published in 2006 to achieving that goal, the amendments in this Update are the result of the work by the FASB and the IASB to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRSs). The Boards worked together to ensure that fair value has the same meaning in U.S. GAAP and in IFRSs and that their respective fair value measurement and disclosure requirements are the same (except for minor differences in wording and style). The Boards concluded that the amendments in this Update will improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRSs. The amendments in this Update explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting.

In June 2011, the FASB issued ASU 2011-05 which is intended to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. To increase the prominence of items reported in other comprehensive income and to facilitate convergence of U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRS), the FASB decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity, among other amendments in this Update. The amendments require that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income.

Results of Operations for the Three Months Ended March 31, 2012 and 2011

Balance Sheet

Our total assets at March 31, 2012 were $55,138 compared to $42,968 at December 31, 2011. Our total liabilities were $56,967 at March 31, 2012 compared to $18,784 at December 31, 2011, principally due to the increase of $6,228 in accrued expenses and increase of $34,573 in advance from related parties. As a result, net assets for the period under review have decreased from $24,184 at December 31, 2011 to ($1,829) at March 31, 2012.
 
Net Sales
 
We generated revenues of $4,135 for the period ended March 31, 2012, compared to $4,308 for the period ended March 31, 2011. The decrease in revenue was mainly due to discounts offered to our advertisers. Our principal source of revenues is from advertising banners on our websites. 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 $26,013 for the three months ended March 31, 2012 and $2,327 for the three months ended March 31, 2011, principally due to a substantial increase in our administrative expenses as we have increased our development activities.
 

 
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We incurred general, administrative and operating expenses of $30,148 for the three months ended March 31, 2012 and $6,635 for the three months ended March 31, 2011. Of these amounts, $14,100 and $2,308 related to the value of cash compensation to our directors for the three months ended March 31, 2012 and share-based compensation to our directors for the three months ended Mar 31, 2011, in lieu of cash compensation for services rendered.  In addition, a substantial portion of our expenses for the three months ended March 31, 2012 related to legal fees, and for the three months ended March 31, 2011 related to audit fees and professional fees
 
Income Taxes
 
Due to our lack of revenues, we have not incurred any tax obligations for the three months ended March 31, 2012 and 2011.  However, we would anticipate that income tax obligations will arise as we begin to generate significant revenue in the future.

Liquidity and Capital Resources

At March 31, 2012, we had cash and cash equivalents of $3,179, compared to $269 at December 31, 2011, an increase of $2,910. The increase is principally due to the decrease in cash used in operation.

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 April 2013 to be approximately $143,000.  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 $11,000, we expect this rate to increase exponentially as our business expands. To date, we have been financed principally by our 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.

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 March 31, 2012, we did not have any off-balance sheet arrangements.

 
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information to be reported under this Item is not required of smaller reporting companies.
 
ITEM 4T. CONTROLS AND PROCEDURES
 
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 first quarter of 2012, 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.

ITEM 1A. RISK FACTORS

The information to be reported under this Item is not required for smaller reporting companies.


 
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ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

Effective May 1, 2012, the Board of Directors (the “Board”) of Domain Extremes Inc. (the “Company”) increased the size of the Board from four to five directors and elected Ms. Ou Man Ni to the Board to fill the newly created vacancy on the Board.

Ms. Ou, age 26, is currently a director of Guangzhou Xinting Consultant Co., Ltd. which she joined in 2008. Guangzhou Xinting Consultant Co. Limited is based in Guangzhou, the capital of Guangdong Province, China. Guangzhou Xinting Consultant Co. Limited is engaged in investment and management consultancy service targeting small to medium size companies in Guangdong Province. Ms. Ou specializes in investment and public listing services. She is a graduate of Sun Yet-Sen University, Guangzhou, China where she finished her Bachelor’s degree in Chemical Biology in 2008.

As a director, Ms. Ou will be paid a monthly director’s fee of $1,000 in cash.
 
Ms. Ou was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no related party transactions between Ms. Ou and the Company that would require disclosure under Item 404(a) of Regulation S-K.
 
ITEM 6. EXHIBITS

(1)  
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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SIGNATURES

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.
 
       
Dated: May 15, 2012
By:
 
 
/s/ Francis Bok
 
   
Francis Bok
 
   
President and Director
 
   
(Principal Executive Officer)
 
     
       
Dated: May 15, 2012
By:
 
 
/s/ Stephen Tang
 
   
Stephen Tang
 
   
Treasurer and Director
 
   
(Principal Financial and Accounting Officer)
 
       
 
 
 
 

 
 
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INDEX TO EXHIBITS

Exhibit No.
 
Description
     
31.1
 
Certification of President
     
31.2
 
Certification of Treasurer
     
32.1
 
Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
     
32.2
 
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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