10-Q 1 domain_10q-063013.htm FORM 10-Q

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 June 30, 2013

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.

(Exact Name of Registrant as Specified 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

(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 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. 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, 2013: 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			22

ITEM 4T. CONTROLS AND PROCEDURES			22

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS			23

ITEM 1A. RISK FACTORS AFFECTING FUTURE RESULTS			23

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			23

ITEM 3. DEFAULTS UPON SENIOR SECURITIES			23

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS			23

ITEM 5. OTHER INFORMATION			23

ITEM 6. EXHIBITS			23

SIGNATURES			24

INDEX TO EXHIBITS			25

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

Domain Extremes, Inc.

Unaudited Balance Sheets

As of June 30, 2013 (unaudited) and December 31, 2012 (audited)

		At June 30,			At December 31,
	Notes	2013			2012
		(unaudited)			(audited)
		$			$

ASSETS
Current Assets :
Cash and cash equivalents			537			1,621
Prepaid expenses and other receivables	6		68,904			68,904

Total Current Assets			69,441			70,525
Non-Current Assets :
Plant and equipment			312			312

Total Non-Current Assets			312			312

TOTAL ASSETS			69,753			70,837

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES
Current Liabilities :
Accrued expenses and other payables	7		6,359			8,309
Advance from related parties	8		180,737			134,608

Total Current Liabilities			187,096			142,917

TOTAL LIABILITIES			187,096			142,917

STOCKHOLDERS’ EQUITY/ (DEFICIT)
Common stock
Par value: US$0.001
Authorized: 2013 – 200,000,000 shares (2012 – 200,000,000 shares)
Issued and outstanding: 2013 –144,542,831 shares (2012 – 144,542,831 shares)	5		144,543			144,543
Additional paid-in capital			67,907			67,907
Deficit accumulated during the development stage			(329,793	)		(284,530	)

TOTAL STOCKHOLDERS’ DEFICIT			(117,343	)		(72,080	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			69,753			70,837

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

Domain Extremes, Inc.

Unaudited Statements of Operations

For the Three Months and Six Months Ended June 30, 2013 and 2012

		For the Three months ended *June 30*				*For the Six months ended* *June 30,*					For the period *January 23,* *2006 (inception) through* *June 30, 2013*
		*2013*		*2012*			*2013*		*2012*
	*Notes*	$		$			$		$		$

Net sales		3,692		4,135			7,384		8,269		67,153
Cost of sales		–		–			–		–		–

Gross Profit		3,692		4,135			7,384		8,269		67,153
Other operating income	3	–		–			–		–		25,256
Impairment loss of long-term investment		–		–			–		–		(10,000	)
Impairment loss of intangible assets		–		–			–		–		(3,910	)
Administrative and other operating expenses, including share based compensation		(25,923	)	(29,684	)		(52,647	)	(59,832	)	(408,292	)

Operating loss before income taxes		(22,231	)	(25,549	)		(45,263	)	(51,563	)	(329,793	)
Income taxes	4	–		–			–		–		–

Net loss and comprehensive loss		(22,231	)	(25,549	)		(45,263	)	(51,563	)	(329,793	)

Loss per share of common stock - Basic and diluted		(0.00	)	(0.00	)		(0.00	)	(0.00	)
Weighted average shares of common stock - Basic and diluted		144,542,831		144,542,831			144,542,831		144,542,831

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

Domain Extremes, Inc.

Unaudited Statement of Cash Flows

For the Six Months Ended June 30, 2013 and 2012

	For the Six months ended June 30, 2013			For the Six months ended June 30, 2012			For the period January 23, 2006 (inception) through June 30, 2013
		$			$			$

Cash flows from operating activities:
Net loss and comprehensive loss		(45,263	)		(51,563	)		(329,793	)
Depreciation		–			–			1,291
Share based compensation		–			–			71,430
Changes in current assets and liabilities
Prepaid expenses and other receivables		–			(18,698	)		(68,904	)
Amount due to related company		–			(2,618	)		–
Amount due to related parties		46,129			73,263			180,737
Accrued expenses and other payables		(1,950	)		(227	)		6,359

Net cash (used in)/ provided by operating activities		(1,084	)		157			(138,880	)

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		(1,084	)		157			537
Cash and cash equivalents at beginning of the period		1,621			269			–

Cash and cash equivalents at end of the period		537			426			537

Supplementary disclosures of cash flow information:
Interest paid		–			–			–

Income taxes paid		–			–			–

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

Domain Extremes, Inc.
Unaudited Statement of Stockholders’ Equity and Comprehensive Income

For the period ended June 30, 2013

			*Additional*
	*Common Stock*		*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	)

Domain Extremes, Inc.

Unaudited Statement of Stockholders’ Equity and Comprehensive Income

For the period ended June 30, 2013

(continued)

			*Additional*
	*Common Stock*		*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	)

Domain Extremes, Inc.

Unaudited Statement of Stockholders’ Equity and Comprehensive Income

For the period ended June 30, 2013

(continued)

			*Additional*
	*Common Stock*		*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	–	–	–	(96,264	)	(96,264	)

Balance, December 31,2012	144,542,831	144,543	67,907	(284,530	)	(72,080	)

Net loss and comprehensive loss	–	–	–	(45,263	)	(45,263	)

Balance, June 30, 2013	144,542,831	144,543	67,907	(329,793	)	(117,343	)

DOMAIN EXTREMES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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 $67,153 and has incurred an accumulated deficit of $329,793.

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.

DOMAIN EXTREMES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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.

DOMAIN EXTREMES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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.

DOMAIN EXTREMES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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.

DOMAIN EXTREMES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Summary of principal accounting policies (continued)

Recently issued accounting pronouncements

On May 12, 2011, the FASB issued ASU 2011-04. The ASU is the result of joint efforts by the FASB and the International Accounting Standards Board (“IASB”) to develop a single, converged fair value framework. Thus, there are few differences between the ASU and its international counterpart, IFRS 13. This ASU is largely consistent with existing fair value measurement principles in U.S. GAAP; however it expands ASC 820’s existing disclosure requirements for fair value measurements and makes other amendments. The ASU is effective for interim and annual periods beginning after December 15, 2011. The adoption of ASU 2011-04 did not have a material effect on the financial position, results of operations or cash flows of the Company.

On June 16, 2011, the FASB issued ASU 2011-05, which revises the manner in which entities present comprehensive income in their financial statements. The new guidance removes the presentation options in ASC 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The ASU does not change the items that must be reported in other comprehensive income. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of ASU 2011-05 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In December 2011, FASB issued Accounting Standards Update 2011-11, Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.

In July 2012, FASB issued Accounting Standards Update 2012-02, Balance Sheet- Intangibles- Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment is an Amendment to FASB Accounting Standards Update 2011-08. The objective of the amendments in this Update is to reduce the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and to improve consistency in impairment testing guidance among long-lived asset categories. The amendments permit an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.

In February 2013, FASB issued Accounting Standards Update 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force). This guidance requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date. This stipulates that (1) it will include the amount the entity agreed to pay for the arrangement between them and the other entities that are also obligated to the liability and (2) any additional amount the entity expects to pay on behalf of the other entities. The objective of this update is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements. The amendments in this update are effective for fiscal periods (and interim reporting periods within those years) beginning after December 15, 2013. This standard is not expected to have a material impact on the Company’s reported results of operations or financial position.

DOMAIN EXTREMES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Summary of principal accounting policies (continued)

Recently issued accounting pronouncements (continued)

In February 2013, FASB issued Accounting standards update 2013-02, Comprehensive Income Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income. This update requires an entity to provide information amount the amount reclassified out of accumulated other comprehensive income by component. The entity is also required to disclose significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting periods. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other discourses required under U.S. GAAP that provide additional detail about those amounts. The objective in this Update is to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this update should be applied prospectively for reporting periods beginning after December 15, 2012. This standard is not expected to have a material impact on the Company’s reported results of operations or financial position.

Management does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying financial statements.

Other income

For the Six months ended
June 30,

For the period
January 23, 2006
(inception)
through
June 30, 2013

2013

2012

Bank interest income

–

Gain on exchange

–

383

Sundry income

–

24,847

Total

–

25,256

Income taxes

The Company is incorporated in the United 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 June 30, 2013 and 2012.

The Company’s operations are carried out in Hong Kong, the PRC, and is subject to Hong Kong profit tax at 16.5% in 2013 (2012: 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 $329,793 and $284,530 as at June 30, 2013 and December 31, 2012 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.

DOMAIN EXTREMES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Income taxes (continued)

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	For the Six months ended June 30,						For the period January 23, 2006 (inception) through June 30, 2013
	*2013*			*2012*
	$					$	$

Deferred tax asset attributable to Net operating loss carryover		15,389			17,531			112,129

Valuation allowance		(15,389	)		(17,531	)		(112,129	)

Net deferred tax assets		–			–			–

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, 2013 and December 31, 2012 are 144,542,831 and 144,542,831 respectively.

Equity transactions

There is no change in equity transactions during the year ended December 31, 2012.

There is no equity transaction during the period from January 1, 2013 to June 30, 2013.

Prepaid expenses and other receivables

Other receivables and prepaid expenses as of June 30, 2013 and December 31, 2012 are summarized as follows:

	At June 30,		At December 31,
	2013		2012
	(unaudited) $		(audited) $

Other receivables		10,430		10,430
Prepaid expenses		58,474		58,474

Total		68,904		68,904

DOMAIN EXTREMES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Accrued expenses and other payables

Accrued expenses and other payables as of June 30, 2013 and December 31, 2012 are summarized as follows:

	*At June 30,*	*At December 31,*
	*2013*	*2012*
	*(unaudited)*	*(audited)*
	$	$

Accrued audit fee	2,564	7,732
Other payable	3,795	577

Total	6,359	8,309

Advance from related parties

The amount due to related parties as of June 30, 2013 and December 31, 2012 represents advanced payment due to the Company’s directors. The amount due to directors is interest free without maturity date and repayable upon demand.

Commitments and contingencies

There has been no legal proceedings in which the Company is a party during the period ended June 30, 2013 and December 31, 2012.

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, 2013 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 June 30, 2013.

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 and www.whatnext.asia.

In November 2012, we terminated Junk Calls. We plan to launch in the 3^rd quarter of 2013, another iPhone application, BabyWorld, which is a photo uploading and display application for members.

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®.

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.

We will continue to develop 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.

Use of 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

Income Taxes

Comprehensive Income

Stock-based Compensation

Issuance of shares for service

Foreign Currency Translations

Fair value of financial instruments

Earning per share

Website Development Costs

Revenue recognition

Recent Accounting Pronouncements

Management does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying financial statements.

Results of Operations for the Three and Six Months Ended June 30, 2013 and 2012

Balance Sheet

Our total assets at June 30, 2013 were $69,753 compared to $70,837 at December 31, 2012. Our total liabilities were $187,096 at June 30, 2013 compared to $142,917 at December 31, 2012, principally due to the increase of $46,129 in advance from related parties. As a result, net assets for the period under review have decreased from -$72,080 at December 31, 2012 to -$117,343 at June 30, 2013.

Net Sales

We generated revenues of $3,692 and $7,384 for the three and six months, respectively, ended June 30, 2013, compared to $4,135 and $8,269 for the three and six months, respectively, ended June 30, 2012. 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 $22,231 and $45,263 for the three and six months, respectively, ended June 30, 2013 and $25,549 and $51,563 for the three and six months, respectively, ended June 30, 2012, principally due to a substantial decrease in our administrative expenses as we have decreased our development activities.

We incurred general, administrative and operating expenses of $25,923 and $52,647 for the three and six months, respectively, ended June 30, 2013 and $29,684 and $59,832 for the three and six months, respectively, ended June 30, 2012. Of these amounts, $16,500 and $33,000 related to the value of cash compensation to our directors for the three and six months, respectively ended June 30, 2013, and $18,500 and $32,600 related to the value of cash compensation to our directors for the three and six months, respectively, ended June 30, 2012. In addition, a substantial portion of our expenses for the three and six months ended June 30, 2013 related to legal fees, professional fees and accounting service fees, and for the three and six months ended June 30, 2012 related to legal fees.

Income Taxes

Due to our lack of revenues, we have not incurred any tax obligations for the three and six months ended June 30, 2013 and 2012. 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 June 30, 2013, we had cash and cash equivalents of $537, compared to $1,621 at December 31, 2012, a decrease of $1,084. The decrease is principally due to the increase 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 July 2014 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 June 30, 2013, we did not have any off-balance sheet arrangements.

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 second quarter of 2013, 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.

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

None.

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.

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: August 13, 2013		/s/ Francis Bok
		Francis Bok
		President and Director
		(Principal Executive Officer)


Dated: August 13, 2013	By:	/s/ Stephen Tang
		Stephen Tang
		Treasurer and Director
		(Principal Financial and Accounting Officer)

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

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.