As filed with the Securities and Exchange Commission on May 25, 2010


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 _________________________

 

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


________________________



INTERDOM, CORP.

 (Name of small business issuer in its charter)


Nevada

(State or Other Jurisdiction of Incorporation or Organization)

6500

(Primary Standard Industrial Classification Number)

27-2310076

(IRS Employer

Identification Number)


375 N. Stephanie St. - Suite 1411

Henderson, NV 89014-8909

(786) 262-9075


(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

____________________________


INCORP SERVICES, INC.

 375 N Stephanie St, Ste. 1411, Henderson NV 89014-8909

Tel: (702) 866-2500, Fax: (702) 866-2689

   

(Address, including zip code, and telephone number,

including area code, of agent for service )

______________________________


Copies to:


Thomas E. Puzzo, Esq.

Law Offices of Thomas E. Puzzo, PLLC

4216 NE 70th Street

Seattle, Washington 98115

Telephone No.: (206) 522-2256

Facsimile No.: (206) 260-0111

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.


If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box:   x



1 | Page




If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   ¨


If this form is a post-effective registration statement filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   ¨


If this form is a post-effective registration statement filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨


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. (check one):


Large accelerated filer ¨      Accelerated filer ¨       Non-accelerated filer     ¨       Smaller reporting company    x

(Do not check if a smaller reporting company)


CALCULATION OF REGISTRATION FEE


Title of Each Class

of Securities to be

Registered

 

Amount of Shares to

be  Registered

 

 

Proposed Maximum

Offering Price per

Share (1)

 

 

Proposed Maximum

Aggregate Offering

Price

 

 

Amount of

Registration Fee

 

Common Stock

 

 

2,500,000

 

 

$

0.03

 

 

$

75,000

 

 

$

5.35

 


(1)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) and (o) of the Securities Act.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

 



2 | Page




  PROSPECTUS


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

INTERDOM, CORP.


2,500,000 SHARES OF COMMON STOCK


This is the initial offering of common stock of Interdom, Corp. and no public market currently exists for the securities being offered.  We are offering for sale a total of 2,500,000 shares of common stock at a fixed price of $.03 per share. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. The offering is being conducted on a self-underwritten, best efforts basis, which means our President, Igor Rumiantsev, will attempt to sell the shares. This Prospectus will permit our President to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell.  Mr. Rumiantsev will sell the shares and intends to offer them to friends, family members and business acquaintances.  In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.  The shares will be offered at a fixed price of $.03 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our board of directors for an additional 90 days. The offering shall terminate on the earlier of (i) the date when the Interdom, Corp. decides to do so, or (ii) when the offering is fully subscribed for.  


 

 

Offering Price

Per Share

 

Commissions

 

Proceeds to Company 

Before Expenses

 

Common Stock

 

$

0.03

 

Not Applicable

 

$

75,000

 

Total

 

$

0.03

 

Not Applicable

 

$

75,000

 


Interdom, Corp. is a development stage company and currently has no operations.  Any investment in the shares offered herein involves a high degree of risk.  You should only purchase shares if you can afford a loss of your investment.  Our independent registered public accountant has issued an audit opinion for Interdom, Corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern.


There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board.  We do not yet have a market maker who has agreed to file such application.  There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

 

We have not made any arrangements to place funds in an escrow, trust or similar account. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. As such, it is possible that a creditor could attach your subscription which could preclude or delay the return of money to you. If that happens, you will lose your investment and your funds will be used to pay creditors.


THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” ON PAGES 7 THROUGH 12 BEFORE BUYING ANY SHARES OF INTERDOM, CORP.’S COMMON STOCK..


NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 


SUBJECT TO COMPLETION, DATED MAY 25, 2010



3 | Page




 


TABLE OF CONTENTS

 

PROSPECTUS SUMMARY

 

5

RISK FACTORS

 

6

FORWARD-LOOKING STATEMENTS

 

12

USE OF PROCEEDS

 

12

DETERMINATION OF OFFERING PRICE

 

12

DILUTION

 

13

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 15

DESCRIPTION OF BUSINESS

 

19

LEGAL PROCEEDINGS

 

22

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

 

22

EXECUTIVE COMPENSATION

 

23

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

24

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

24

PLAN OF DISTRIBUTION

 

25

DESCRIPTION OF SECURITIES

 

25

INDEMNIFICATION  FOR SECURITIES ACT LIABILITIES

 

26

LEGAL MATTERS

 

26

INTERESTS OF NAMED EXPERTS AND COUNSEL

 

27

EXPERTS

 

27

AVAILABLE INFORMATION

 

27

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

27

INDEX TO THE FINANCIAL STATEMENTS

 

28

 



4 | Page



WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.


 


PROSPECTUS SUMMARY

 

AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, “WE,” “US,” “OUR,” AND “INTERDOM, CORP.” REFERS TO INTERDOM, CORP. THE FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU.  YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.

 

INTERDOM, CORP.


We are a development stage company which is in the business of real estate consulting and evaluation.  Interdom, Corp. was incorporated in Nevada on December 8, 2009. We intend to use the net proceeds from this offering to develop our business operations (See “Description of Business” and “Use of Proceeds”). Being a development stage company, we have very limited operating history. Our principal executive office is located at 375 N. Stephanie St., Suite 1411, Henderson, NV 89014-8909. Our phone number is (786) 262-9075.

 

From inception until the date of this filing, we have had very limited operating activities.  Our financial statements from inception (December 8, 2009) through the year ended April 30, 2010, reports no revenues and a net loss of $6,716.  Our independent registered public accountant has issued an audit opinion for Interdom, Corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern.


Interdom, Corp. started operations in the business of real estate consulting services on December 8, 2009. Our plan is to provide consulting services in the US real estate market for customers from around the world. We have developed our business plan, and entered into a Consulting Agreement dated April 29, 2010, with Florida Exclusive Realty, LLC. Under the terms of the agreement, Interdom Corp. has agreed to perform consulting, advisory and related services to and for with Florida Exclusive Realty, LLC as may be reasonably requested from time to time by Florida Exclusive Realty, LLC.

 

As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.

 

THE OFFERING


The Issuer:

 

Interdom, Corp.

Securities Being Offered:

 

2,500,000 shares of common stock

Price Per Share:

 

$0.03

Duration of the Offering:

 

The shares will be offered for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our board of directors for an additional 90 days. The offering shall terminate on the earlier of (i) the date when the sale of all 2,500,000 shares is completed, (ii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior to the completion of the sale of all 2,500,000 shares registered under the Registration Statement of which this Prospectus is part. 

Gross Proceeds

 

$75,000

Securities Issued and Outstanding:

There are 3,500,000 shares of common stock issued and outstanding as of the date of this prospectus, held solely by our President, Secretary, Igor Rumiantsev.

 

Registration Costs

We estimate our total offering registration costs to be approximately $9,000.

 

Risk Factors

See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

 





5 | Page




SUMMARY FINANCIAL INFORMATION

 

The tables and information below are derived from our audited financial statements for the period from   December 8, 2009 (Inception) to April 30, 2010.  

 

Financial Summary

 

April 30, 2010 ($)

Total Assets

 

 

430

Total Liabilities

 

 

3,646

Total Stockholder’s Deficit

 

 

(3,216)


Statement of Operations

 

Accumulated From December 8, 2009

(Inception) to April 30, 2010 ($)

Total Expenses

 

 

6,716

Net Loss for the Period

 

 

(6,716)

Net Loss per Share

 

 

-

 


RISK FACTORS

 

An investment in our common stock involves a high degree of risk.  You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock.  If any of the following risks occur, our business, operating results and financial condition could be seriously harmed.  The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

 


RISKS ASSOCIATED TO OUR BUSINESS


WITHOUT THE FUNDING FROM THIS OFFERING WE WILL BE UNABLE TO IMPLEMENT OUR BUSINESS PLAN.

 

Our current operating funds are less than necessary to complete our intended operations of operating a business consulting in real estate.  We will need the funds from this offering to commence activities that will allow us to begin seeking financing of our business plan.  As of April 30, 2010, we had cash in the amount of $430 and liabilities of $3,646.  As of this date, we have had limited operations and no income.


 

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED LIMITED OPERATIONS IN OUR BUSINESS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.

 

We were incorporated on December 8, 2009 and to date have been involved primarily in organizational activities.  We have commenced limited business operations. Further, we have not yet fully developed our business plan, or our management team, nor have we targeted or assembled any real or intangible property rights. Accordingly, we have no way to evaluate the likelihood that our business will be successful.  Potential investors should be aware of the difficulties in the real estate market and the high rate of failure of such enterprises.  The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake.  These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed current estimates.  Prior to having cash flow from potential clients, we anticipate that we will incur increased operating expenses without realizing any revenues.  We expect to incur significant losses into the foreseeable future.  We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations.  There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations.  If we are unsuccessful in addressing these risks, our business will most likely fail.  



6 | Page





WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS DEPENDENT ON OUR ABILITY TO RAISE FINANCING.  AS A RESULT, THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

 

We have accrued net losses of $6,716 for the period from our inception on December 8, 2009 to April 30, 2010, and have no revenues as of this date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from our acquisition development, and management of real and intangible property and the provision of expertise. Further, the finances required to fully develop our plan cannot be predicted with any certainty and may exceed any estimates we set forth. These factors raise substantial doubt that we will be able to continue as a going concern. De Joya Griffith & Company, LLC, our independent registered public accountant, has expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. As a result we may have to liquidate our business and you may lose your investment. You should consider our independent registered public accountant’s comments when determining if an investment in Interdom, Corp. is suitable.

 

We require minimum funding of approximately $25,000 to conduct our proposed operations for a minimum period of one year. Expenditures over the next 12 months are therefore expected to exceed the sum of both our cash on hand and amount to be raised in this offering. If we experience such a shortage of funds prior to funding during the next 12 months, we may utilize funds from Igor Rumiantsev, our sole officer and director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. We will require the funds from this offering to proceed.

 

If we are successful in raising the funds from this offering, we plan to commence activities to raise the funds required for the development program. We cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work or activities of the development program. We plan to raise additional funding for development by way of a private debt or equity financing, but have not commenced any activities to raise such funds and have no current plans on how to raise such funds.


BECAUSE WE ARE SMALL AND HAVE MINIMAL CAPITAL, WE MUST LIMIT MARKETING OF OUR SERVICES TO POTENTIAL KNOWN CLIENTS. AS A RESULT, WE MAY NOT BE ABLE TO ATTRACT ENOUGH CLIENTS TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.

Because we are small and have minimal capital, we must limit marketing of our services. We will initially generate revenues through the sale of services. Because we will be limiting our marketing activities, we may not be able to attract enough clients to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations .


IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY WILL RESULT IN A CESSATION OF OPERATIONS.


We currently have no customers to use our service.  We have not identified any customers and we cannot guarantee we ever will have any customers.  Even if we obtain customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations.  You are likely to lose your entire investment if we cannot provide service to potential customers at fees which generate a profit.



7 | Page




 

GLOBAL ECONOMIC, POLITICAL AND SOCIAL CONDITIONS MAY HARM OUR ABILITY TO DO BUSINESS, INCREASE OUR COSTS AND NEGATIVELY AFFECT OUR BUSINESS.


 

The direction and relative strength of the global economy remains uncertain due to softness in the real estate and mortgage markets, among others, volatility in fuel and other energy costs, difficulties in the financial services sector and credit markets, continuing geopolitical uncertainties and other macroeconomic factors affecting spending behavior. The prospects for economic growth in the United States and other countries remain uncertain, and may cause customers to further delay or reduce real estate property purchases. These and other macroeconomic factors had an adverse impact on real estate market. The global financial crisis affecting the banking system and financial markets have resulted in a tightening of credit markets, lower levels of liquidity in many financial markets, and extreme volatility in fixed income, credit, currency and equity markets. These conditions have made it more difficult to obtain financing for our potential customers.


WE ARE NEGATIVELY IMPACTED BY A DOWNTURN IN THE RESIDENTIAL REAL ESTATE MARKET.


The residential real estate market tends to be cyclical and typically is affected by changes in general economic conditions which are beyond our control. The U.S. residential real estate market is currently in a significant downturn due to various factors including downward pressure on housing prices, credit constraints inhibiting new buyers and an exceptionally large inventory of unsold homes at the same time that sales volumes are decreasing. We cannot predict whether the downturn will worsen or when the market and related economic forces will return the U.S. residential real estate industry to a growth period. Any of the following could continue to have a material adverse effect on our business:

 

 

 

periods of economic slowdown or recession;

   

 

rising interest rates;

   

 

the general availability of mortgage financing, including:

   

 

the impact of the recent contraction in the subprime and mortgage markets generally; and

   

 

the effect of more stringent lending standards for home mortgages;

   

 

adverse changes in local or regional economic conditions;

   

 

local, state and federal government regulation;

   

 

tax law changes, including potential limits or elimination of the deductibility of certain mortgage interest expense, the application of the alternative minimum tax, real property taxes and employee relocation expenses;

   

 

declining demand for real estate;

   

 

levels of unemployment .

 

 

 

 

THE REAL ESTATE BUSINESS IS VERY COMPETITIVE AND MANY OF OUR COMPETITORS ARE LARGER AND FINANCIALLY STRONGER THAN WE ARE.


The real estate business is highly competitive. We compete with a large number of companies and individuals, and many of them have significantly greater financial and other resources than we have. Our competitors include local and nation-wide real estate companies. Because we are a company with a limited history, our operations are subject to numerous risks similar to that of a start-up company. We cannot assure that we will have the necessary resources to be competitive .



8 | Page




BECAUSE OUR SOLE OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.     

Our sole officer and director, Igor Rumiantsev, will only be devoting limited time to our operations. Mr. Rumiantsev intends to devote twelve hours per week of his business time to our affairs. Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations. It is possible that the demands on Igor Rumiantsev from his other obligations could increase with the result that he would no longer be able to devote sufficient time to the management of our business. In addition, Mr. Rumiantsev may not possess sufficient time for our business if the demands of managing our business increase substantially beyond current levels.



BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR YOUR SUBSCRIPTION, IF WE FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, OR A CREDITOR OBTAINS A JUDGMENT AGAINST US AND ATTACHES THE SUBSCRIPTION, YOU WILL LOSE YOUR INVESTMENT.


Your funds will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. As such, it is possible that a creditor could attach your subscription which could preclude or delay the return of money to you. If that happens, you will lose your investment and your funds will be used to pay creditors.



BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL OWN 58.33% OR MORE OF OUR OUTSTANDING COMMON STOCK, IF MAXIMUM OFFERING SHARES ARE SOLD, HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.


If maximum offering shares will be sold, Mr. Rumiantsev, our sole officer and director, will own 58.33% of the outstanding shares of our common stock. Accordingly, he will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control.  The interests of Mr. Rumiantsev may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders.



IF IGOR RUMIANTSEV, OUR SOLE OFFICER AND DIRECTOR, SHOULD RESIGN OR DIE, WE WILL NOT HAVE A CHIEF EXECUTIVE OFFICER THAT COULD RESULT IN OUR OPERATIONS SUSPENDING. IF THAT SHOULD OCCUR, YOU COULD LOSE YOUR INVESTMENT.


We extremely depend on the services of our sole officer and director, Igor Rumiantsev, for the future success of our business. The loss of the services of Mr. Rumiantsev could have an adverse effect on our business, financial condition and results of operations. If he should resign or die we will not have a chief executive officer. If that should occur, until we find another person to act as our chief executive officer, our operations could be suspended. In that event it is possible you could lose your entire investment.



9 | Page



BECAUSE WE DO NOT MAINTAIN ANY INSURANCE, IF A JUDGMENT IS RENDERED AGAINST US, WE MAY HAVE TO CEASE OPERATIONS.

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party to a lawsuit, we may not have sufficient funds to defend the litigation. In the event that we do not defend the litigation or a judgment is rendered against us, we may have to cease operations.


OUR BUSINESS CAN BE AFFECTED BY CURRENCY RATE FLUCTUATION.

 

We will endeavor to source our potential clients around the world, so we are likely to be affected by changes in foreign exchange rates.  We will lose potential clients from countries where national currency falls against the American dollar.



WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.


We have never operated as a public company. We have no experience in complying with the various rules and regulations, which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.     



WE HAVE NOT PAID DIVIDENDS AND WE DO NOT EXPECT TO PAY THEM IN THE FORESEEABLE FUTURE.


We have never paid any dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.



RISKS ASSOCIATED WITH THIS OFFERING

 


THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A “PENNY STOCK.”

 

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $6,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.



10 | Page




WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES.

 

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our President, who will receive no commissions. He will offer the shares to friends, family members, and business associates, however, there is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares and we receive the proceeds from this offering, we may have to seek alternative financing to implement our business plan.

 


DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.

 

We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the Over-the-Counter Bulletin Board (“OTCBB”). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time.  We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale.  As of the date of this filing, there have been no discussions or understandings between Interdom, Corp. and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

 


WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

 

Our business plan allows for the payment of the estimated $9,000 cost of this registration statement to be paid from existing cash on hand and advances from our sole officer and director.  Igor Rumiantsev, our Chairman, has verbally agreed to loan the company funds to complete the registration process. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.



ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.


Our Articles of Incorporation authorize the issuance of 75,000,000 shares of common stock, par value $0.001 per share, of which 3,500,000 shares are issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.



11 | Page



FORWARD LOOKING STATEMENTS

 

This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.

 


USE OF PROCEEDS

 

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.03. The following table sets forth the uses of proceeds assuming the sale of 33.33%, 50% and 100%, respectively, of the securities offered for sale by the Company.  There is no assurance that we will raise the full $75,000 as anticipated.


 

 

$25,000

 

$37,500

 

$75,000

Gross proceeds

$

25,000

$

37,500

$

75,000

Legal and Professional fees

$

9,000

$

9,000

$

9,000

Net proceeds

$

16,000

$

28,500

$

66,000

 

 

 

 

 

 

 

The net proceeds will be used as follows: 

 

 

 

 

 

 

Website development 

$

3,000

$

3,000

$

5,000

Marketing and advertising 

$

4,000

$

7,000

$

25,000

Establishing an office 

$

4,000

$

4,000

$

6,000

Salaries/Independent Contractor Fees

$

 

$

8,000

$

20,000

Audit, accounting and filing fees

$

4,000

$

4,000

$

4,000

Miscellaneous Expenses

$

1,000

$

2,500

$

6,000


The above figures represent only estimated costs. All proceeds will be deposited into our corporate bank account.  If necessary, Igor Rumiantsev, our sole officer and director, has verbally agreed to loan the company funds to complete the registration process but we will require full funding to implement our complete business plan.

 



DETERMINATION OF OFFERING PRICE

 

The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company.  In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

 



12 | Page





DILUTION

 

The price of the current offering is fixed at $0.03 per share. This price is significantly higher than the price paid by the Company’s sole director and officer for common equity since the Company’s inception on December 8, 2009.  Igor Rumiantsev, the Company’s sole officer and director, paid $.001 per share for the 3,500,000 shares of common stock he purchased from the Company.

 

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.


As of April 30, 2010, the net tangible book value of our shares of common stock was ($3,216) or approximately  ($0.0009) per share based upon 3,500,000 shares outstanding.

  

If 100% of the Shares Are Sold:


Upon completion of this offering, in the event all of the shares are sold, the net tangible book value of the 6,000,000 shares to be outstanding will be $62,784 or approximately $0.01 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0109 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.03 per share to $0.01 per share.


 After completion of this offering, if 2,500,000 shares are sold, investors in the offering will own 41.67% of the total number of shares then outstanding for which they will have made cash investment of $75,000, or $0.03 per share. Our existing stockholders will own 58.33% of the total number of shares then outstanding, for which they have made contributions of cash totaling $3,500.00 or $0.001 per share.


If 50% of the Shares Are Sold


Upon completion of this offering, in the event 1,250,000 shares are sold, the net tangible book value of the 4,750,000 shares to be outstanding will be $25,284, or approximately $0.005 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0059 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.03 per share to $0.005 per share.


After completion of this offering investors in the offering will own approximately 26.32% of the total number of shares then outstanding for which they will have made cash investment of $37,500, or $0.03 per share. Our existing stockholders will own approximately 73.68% of the total number of shares then outstanding, for which they have made contributions of cash totaling $3,500.00 or $0.001 per share.


If One-Third of the Shares Are Sold


Upon completion of this offering, in the event 833,333 shares are sold, the net tangible book value of the 4,333,333 shares to be outstanding will be $12,784, or approximately $0.003 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0039 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.03 per share to $0.003 per share.


After completion of this offering investors in the offering will own approximately 19.23% of the total number of shares then outstanding for which they will have made cash investment of $25,000, or $0.03 per share. Our existing stockholders will own approximately 80.77% of the total number of shares then outstanding, for which they have made contributions of cash totaling $3,500.00 or $0.001 per share.



13 | Page




The following table compares the differences of your investment in our shares with the investment of our existing stockholders.


Existing Stockholders if all of the Shares are Sold:  

 

 

 

 

               Price per share 

0.001

 

               Net tangible book value per share before offering                              

0.0009

 

               Potential gain to existing shareholders 

72,000

 

               Net tangible book value per share after offering 

0.01

 

               Increase to present stockholders in net tangible book value per share 

 

 

 

               after offering 

0.0109

 

               Capital contributions 

3,500

 

               Number of shares outstanding before the offering 

 

3,500,000

 

               Number of shares after offering assuming the sale of the maximum 

 

 

 

               number of shares 

 

6,000,000

 

               Percentage of ownership after offering 

 

58.33

Purchasers of Shares in this Offering if all 100% Shares Sold  

 

 

 

 

               Price per share 

0.03

 

               Dilution per share 

0.02

 

               Capital contributions 

75,000

 

               Number of shares after offering held by public investors 

 

2,500,000

 

               Percentage of capital contributions by existing shareholders 

 

4.46

               Percentage of capital contributions by new investors 

 

95.54

               Percentage of ownership after offering 

 

41.67

Purchasers of Shares in this Offering if 50% of Shares Sold  

 

 

 

 

              Price per share 

0.03

 

              Dilution per share 

0.025

 

              Capital contributions 

37,500

 

              Percentage of capital contributions by existing shareholders 

 

8.54

              Percentage of capital contributions by new investors 

 

91.46

              Number of shares after offering held by public investors 

 

1,250,000

 

              Percentage of ownership after offering 

 

26.32

Purchasers of Shares in this Offering if One-Third of Shares Sold  

 

 

 

 

              Price per share 

0.03

 

              Dilution per share 

0.027

 

              Capital contributions 

25,000

 

              Percentage of capital contributions by existing shareholders 

 

12.28

              Percentage of capital contributions by new investors 

 

87.72

              Number of shares after offering held by public investors 

 

833,333

 

              Percentage of ownership after offering 

 

19.23




14 | Page




MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 


PLAN OF OPERATION

 

We are a development stage corporation and have not started operations or generated or realized any revenues from our business operations.


Our cash balance is $430 as of April 30, 2010.  We believe our cash balance is not sufficient to fund our limited levels of operations for any period of time.  We have been utilizing and may utilize funds from Igor Rumiantsev, our Chairman, President, and Secretary, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees.  Mr. Rumiantsev, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.  In order to achieve our business plan goals, we will need the funding from this offering and substantial additional funding. We are a development stage company and have generated no revenue to date.

 

Our independent registered public accountant has issued a going concern opinion.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated revenues and no revenues are anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.

 

To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to expand operations but we cannot guarantee that once we expand operations we will stay in business after doing so.  If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.


If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $75,000 from this offering, it will last one year, but we may need more funds to develop growth strategy, and we will have to revert to obtaining additional money.


Plan of Operation


We believe we can satisfy our cash requirements during the next 12 months. We will not be conducting any product research or development. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees.


We expect to complete our public offering within 180 days after the date the Securities and Exchange Commission declares our offering effective. We intend to concentrate our efforts on raising capital during this period.  Our operations will be limited due to the limited amount of funds on hand. Upon completion of our public offering, our objective is to profitably provide our real estate consulting services. Our business plan of operations for the next 12 months following the completion of our public offering, with specific milestones, is as follows:



SET UP OUR OFFICE


After completing the offering, we will immediately begin to establish our office and acquire the equipment we need to begin operations. We will spend our “office” budget on purchasing computers, office furniture and miscellaneous office supplies. We do not intend to hire employees. Our sole officer and director will handle our administrative duties. Establishing our offices will take 1-2 months. We believe that it will cost $4,000 to $6,000 to establish our office.




15 | Page



BUILD OUR WEBSITE


After our office is established we plan to develop a website where we can list properties and advertise our services. Our director, Igor Rumiantsev will be in charge of registering our web domain. Once we register our web domain, we plan to hire a web designer to begin development of the website. We do not have any written agreements with any web designers at current time.  Our website will display information about us; our services; information about real estate market, current trend and prices; data base of properties on the market and other information. The negotiation of additional alliances with service providers and the development of the website will be ongoing during the life of our operations.  Developing our website will take about 1-3 months and will occur during 3 rd and 5 th months after the completion of our public offering. The budget for this is estimated at $3,000 to $5,000.



INITIATE MARKETING CAMPAIGN


Once we have developed our website we plan to initiate our marketing campaign through traditional sources such as real estate publications, letters, emails, flyers and mailers. We also intend to attend additional real estate related conferences in USA and overseas. Our president, Igor Rumiantsev will advertise our services through his contacts that he has developed by working in the real estate market which include his previous clients and other real estate agent and brokers.  Besides promotion of our services to private buyers, we will also attempt to conclude agreements with overseas real estate companies with view to sell our services to them and their clients. We believe that it will cost a minimum of $4,000 for our marketing campaign. If we raise the maximum amount of proceeds from the offering, we will initiate aggressive marketing strategy and will spend up to $25,000 to our marketing program. Our budget will be expended on travel expenses, paying for advertising space, paying for designing of advertising and company logo. We expect to develop and begin implementing our initial marketing campaign within 6 to 9 months following the completion of our public offering



EMPLOY SALES PERSONNEL


If we sell 50% or 100% of the shares offered we plan to hire additional sales personnel associates to assist advertising our product and agents to work with customers. Sales persons will find additional customers for us and agents will handle all duties to provide our services for these customers. The cost of such sales personnel is estimated at $8,000 to $20,000. We plan to employ such personnel within 10 to 12 months following the completion of our public offering.


Until we start to sell our services, we do not believe that our operations will be profitable. If we are unable to attract customers to buy our services we may have to suspend or cease operations. If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations.

If we cease operations we likely will dissolve and file for bankruptcy and shareholders would lose their entire investment in our copmany.

Igor Rumiantsev, our president will be devoting approximately 30% of his time to our operations. Once we expand operations, and are able to attract more and more customers, Mr. Rumiantsev has agreed to commit more time as required. Because Mr. Rumiantsev will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.


OFF-BALANCE SHEET ARRANGEMENTS

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 



16 | Page



LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

 

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.


We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.


Results of operations


From Inception on December 8, 2009 to April 30, 2010


During the period we incorporated the company, prepared a business plan and executed an Agreement with Florida Exclusive Realty, LLC . Our loss since inception is $6,716 for filing costs related to the incorporation of the Company.  We have not meaningfully commenced our proposed business operations and will not do so until we have completed this offering.


Since inception, we have sold 3,500,000 shares of common stock to our sole officer and director for net proceeds of $3,500.

 

 LIQUIDITY AND CAPITAL RESOURCES

 

As of April 30, 2010, the Company had $430 cash and our liabilities were $3,646, comprising $3,646 owed to Igor Rumiantsev, our sole officer and director.  The available capital reserves of the Company are not sufficient for the Company to remain operational for longer than 6 months.


Since inception, we have sold 3,500,000 shares of common stock in one offer and sale, which was to our sole officer and director, at a price of $0.001 per share, for aggregate proceeds of $3,500.


To meet a small part of our need for cash we are attempting to raise money from this offering. We cannot guarantee that we will be able to sell all the shares required. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus.  We will attempt to raise the necessary funds to proceed with all phases of our plan of operation.  The sources of funding we may consider to fund this work include a public offering, a private placement of our securities or loans from our director or others.


As of the date of this registration statement, the current funds available to the Company will not be sufficient to continue maintaining a reporting status.  The company’s sole officer and director, Igor Rumiantsev, has indicated that he may be willing to provide funds required to maintain the reporting status in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract in place or written agreement securing this agreement. Management believes if the company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the company. As such, any investment previously made would be lost in its entirety.


Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital.  No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming publicly reporting. The company anticipates over the next 12 months the cost of being a reporting public company will be approximately $10,000.   



17 | Page




Management believes that if subsequent private offerings of our equity or debt securities generate sufficient funds so that we can complete our development program, we will likely generate revenue in the fall of 2011. However, such additional equity or debt financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.


We are highly dependent upon the success of the private offerings of equity or debt securities, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. However, if such financing were available, because we are a development stage company with no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to cease business operations.  As a result, investors would lose all of their investment.


Management believes that current trends toward lower capital investment in start-up companies, volatility in the real estate market pose the most significant challenges to the Company’s success over the next year and in future years.  Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002.  This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.


Should the Company fail to sell less than all its shares under this offering the Company would be forced to scale back or abort completely the implementation of its 12-month plan of operation.

 


SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF PRESENTATION

 

The Company reports revenues and expenses using the accrual method of accounting for financial and tax reporting purposes.

 


USE OF ESTIMATES

 

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

 


DEPRECIATION, AMORTIZATION AND CAPITALIZATION

 

The Company records depreciation and amortization when appropriate using both straight-line over the estimated useful life of the assets (five to seven years). Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property’s useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.



18 | Page




  INCOME TAXES

 

Interdom, Corp. accounts for its income taxes in accordance with Accounting Standards Codification 740, “Income Taxes.” Under ASC 740, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used of financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations.


  FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Accounting Standards Codification 825, “Financial Instruments”, requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company’s financial instruments consist primarily of cash.

 

PER SHARE INFORMATION

 

The Company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period.

 


DESCRIPTION OF BUSINESS

 

General

    

We were incorporated in the State of Nevada on December 8, 2009.  We are in the business of real estate consulting and evaluation.  We plan to develop a website that will display a variety of our services and our fees.  We have not generated any revenues and the only operation we have engaged in to date is executing agreements with Florida Exclusive Realty, LLC.  Our principal office address is located at 375 N. Stephanie St. - Suite 1411, Henderson, NV 89014-8909.  Our telephone number is (786) 262-9075.  Our plan of operation is forward-looking and there is no assurance that we will ever reach profitable operations.  We are a development stage company and have not earned any revenue.  It is likely that we will not be able to achieve profitability and will have to cease operations due to the lack of funding.

 

Our Services.


We are in the business of real estate consulting and evaluation. Our director, Igor Rumiantsev, has worked for ten years as a sales associate in real estate prior to our inception. We will rely on his knowledge and expertise of the real estate market in conducting our operations.  Our service will include:


1.Real estate consulting. We will provide our clients with general market situation analysis and market analysis for real estate investment. Once the investor is satisfied that the economy is sound and begins to target the type of property for investment, a market study is the necessary step. A regional market analysis should include demographic and economic information such as population statistics and trends, list of major employers in the area, and income and employment data. It should explore the economic base of the city and prospects for the future in that location. A neighborhood market analysis should assess five major factors:

- Boundaries and land usage. Rivers, lakes, railroad tracks, parks, or major highways may help define the neighborhood boundaries.

- Transportation and utilities. Transportation and utilities are crucial to the success of income property. We analyze the effect of major traffic artery changes, as well as proposed or scheduled widening of streets, opening or closing of bridges, or new highways construction, all of which may enhance or hurt location.

- Economy. We review the neighborhood’s economic health. Rental rates in the neighborhood are a sound indicator of the real estate market’s economic strength.

- Supply and demand. A high occupancy rate indicates a shortage of space and the possibility of rental increases. A low rate, as evidenced by many “For Rent” signs posted in the area, results in tenant demands for lower rents and other owner concessions.

- Neighborhood amenities and facilities. The neighborhood’s social, recreational and cultural amenities can be important. Parks, theaters, restaurants, schools and shopping centers attract potential tenants.



19 | Page



2.Comparative market analysis. Our firm will provide insightful analysis and thoughtful forecast, based on solid research, on the key issues facing the nation's real estate markets.


3.Financial analysis for income properties. After analyzing the market, we can examine the property’s financial performance. This provides the basis for estimating the property’s value, based on return criteria the investor establishes. Assembling the data is the most time-consuming part of the analysis process. We review the property’s financial history, as well as rent data, financial results and amenities for competing properties. The first step after assembling the data is to prepare a one-year financial statement for the property. By multiplying the amount of space in the building by the base rental rate, the investors can estimate rental income for each type of space found in the building. Another important indicator is estimated effective gross income. Effective gross income is potential gross income minus vacancy and collection losses plus another income. Vacancy and collection losses are forecast from the experience of the subject property and of competing properties in the market, assuming typical, competent management. A good balance of supply and demand is a 95% of occupancy rate. Occupancy rate change based on changing economic conditions, such as unemployment and overbuilding. Other income from sources such as vending machines and laundry areas is added to potential gross income after subtracting vacancy and collection losses. The next step is to calculate the property’s operating expenses. Operating expenses are divided into three categories:

- Fixed expenses(Property taxes and insurance)

- Variable expanses (Utilities, maintenance, trash removal, supplies, janitorial service and management)

- Reserves for replacements.

The net operating income is obtained by deducting operating expenses (fixed, variable and reserves) from effective gross income. Income properties normally are purchased with mortgage financing, so owners must make mortgage payments from net operating expenses. When an annual mortgage payment is subtracted from net operating expenses the remaining amount is called before-tax cash flow.


4.Broker opinion. Our firm's comprehensive reports will provide clients in the real estate and financial sectors with specific, detailed recommendations, helping them to obtain a “win-win” outcome and turn analysis into action.


5.Estimating the value of real property. There are several types of value that our company may estimate:

- Assessed value is the value used as basis for property taxation.

- Insurance value is an estimate of the amount of money required to replace a structure in the event of some catastrophic events such as fire.

- Investment value is the price an investor would pay, given his or her own financial requirements and income tax situation. This type of value is personal to a particular investor.

- Liquidation value is the value associated with a rapid sale. The amount of dollars a property should bring in a foreclosure sale is an example of liquidation value.

- Going concern value is the value of an income-producing property characterized by a significant operating history.

- Salvage value is the estimated amount for which improvements can be sold at the end of a structure’s useful life.

-

                6.Property management:

- Residential properties including single family houses and condominiums

- Commercial properties such as rental buildings, office buildings and vacant land

- Condo hotels and timeshares


7.Financial consulting. We will consult our clients regarding where and how to obtain financing suitable for them, including major financial institutions and private lenders.

8.Negotiating “short sales". A short sale is a sale of real estate in which the sale proceeds fall short of the balance owed on the property's loan. It often occurs when a borrower cannot pay the mortgage loan on their property, but the lender decides that selling the property at a moderate loss is better than pressing the borrower. Both parties consent to the short sale process, because it allows them to avoid foreclosure, which involves hefty fees for the bank and poorer credit report outcomes for the borrowers.


9.Property auctions introduction and consulting. Real estate auctions have gained tremendous popularity among buyers who are seeking the true market value for properties in today’s marketplace.  Auctions play a major role in today’s real estate marketplace as a greater number of home buyers, including not only real estate investors, but first-time and move up buyers choose to purchase at auction over the more conventional, time-consuming and expensive retail sales method.



20 | Page





Real estate auctions


When a property owner fails to pay the mortgage, the mortgage holder can foreclose on that property. During the foreclosure process, the property owner has the opportunity to pay their delinquent debts to get their house out of foreclosure. If they are unable to make sufficient payments, the court will order the property be sold at auction. The auction takes place at a public location designated by the court. Buyers often are required to pay in cash at the auction and may not have much time to research the title and condition of the property beforehand; however, a public auction often offers some of the best bargains and avoids the unpredictability of dealing directly with the borrower/owner.


Revenue source


We will charge our clients for services we provide. Our fee for real estate consulting, financial analysis for income properties and comparative market analysis will range from $250 to $600. Fee for broker opinion depends on property type and will be in a range of $150-$300. Residential property management for our clients will cost $95 per unit. Commercial property and condo-hotel management fee will be $80 per unit. We will charge our client $200 for one hour for financial and property auction consulting. If the clients need to do public records search we will charge them $200 per unit. Fees for general market situation analysis depend upon the type of property. Fee for commercial real estate will be $200-$500 per unit, residential will be $250-$300 per unit and agricultural will be $150-$300.


We have not identified any customers and we cannot guarantee we ever will have any customers.  Even if we obtain customers, there is no guarantee that we will generate enough revenue to continue operation. If we cannot generate a profit, we will have to suspend or cease operations.  You are likely to lose your entire investment if we cannot provide service to potential customers at fees which generate a profit.


Agreement with Florida Exclusive Realty, LLC


We have entered into a real estate consulting agreement, (“Agreement”) with Exclusive Realty, LLC (“Realty”) of Miami Beach, Florida. Under the terms of the Agreement, a summary of our consulting duties follows:


1. Advice the Realty with respect to real estate related investments which Realty may wish recommend to its clients.

2. Present to the Realty for its consideration real estate investments which, based upon our preliminary investigation, meet the Realty’s requirements.

3. Complete all appropriate and necessary due diligence services and negotiations to effect the acquisition.

4. Recommend to the Realty appraisers, insurance agents and attorneys whose services are necessary for the acquisition.

5. Provide other similar services which Realty may reasonably request relating to real estate investments.


The Agreement shall continue until terminated by either us or the Realty by providing written notice of termination. This Agreement is filed as an exhibit to this registration statement.



Marketing Our Services


We intend to rely on our sole officer and director, Igor Rumiantsev to market our services. We intend to hire an outside web designer to assist us in designing and building our website. We will promote our services and fees for these services on the website, as well as advantages to work with our company. We will market and advertise our web site to find potential clients, and also promote our services through the network of our director’s contacts in real estate market. We plan to advertise our company on the most popular real estate websites. We also intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words (meta tags) and utilizing link and banner exchange options.  



21 | Page



Our current operating funds are less than necessary to complete our intended operations and marketing plan.  We will need the funds from this offering to commence activities. Because we are small and have minimal capital, we must limit marketing of our services. Because we will be limiting our marketing activities, we may not be able to attract enough clients to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations .


Insurance


We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.


Employees; Identification of Certain Significant Employees.


We are a development stage company and currently have no employees.  Igor Rumiantsev, our sole officer and director, in a non-employee officer and director of the Company.  We intend to hire employees on an as needed basis.


Offices


Our business office is located at 375 N. Stephanie St. - Suite 1411, Henderson, NV 89014-8909.  This is the office provided by our incorporator, Incorp Services, Inc and is included in their Corporate Services Package.  Our telephone number is (786) 262-9075. Upon the completion of our offering, we intend to establish an office elsewhere. As of the date of this prospectus, we have not sought or selected a new office sight.


Government Regulation


We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the construction and operation of any facility in any jurisdiction which we would conduct activities.

 

Legal Proceedings 


We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.



DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS


The names, ages and titles of our executive officers and directors are as follows:

Name and Address of Executive

   Officer and/or Director

 

Age

 

Position

 

 

 

 

 

Igor Rumiantsev

375 N. Stephanie St. - Suite 1411

Henderson, NV 89014-8909

 

48

 

President, Secretary, Treasurer and Director









22 | Page




Igor Rumiantsev has acted as our President, Secretary, Treasurer and sole Director since our incorporation on December 8, 2009.  Mr. Rumiantsev has Bachelor of Science in Teaching English as a second language. In 2000 he graduated from Gold Coast school of Real Estate. Mr. Rumiantsev is Licensed Real Estate Sales-Associate and Real Estate Assets Specialist. From 2001 to 2003 Mr. Rumiantsev worked as a sales associate in Intel Investment Realty, Inc. In 2004 he worked as sales associate in Ocean View International Realty. From January 2005 to August 2009 he was self employed in international real estate consulting. From August 2009 to February 2010 he worked as a sale associate in Florida Domestic Realty. From February 2010 to present he has been working as a sale associate in Yaffe Realty International.


TERM OF OFFICE

 

Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues.  Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

 


DIRECTOR INDEPENDENCE

 

Our board of directors is currently composed of one member, Igor Rumiantsev, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market.  The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us.  In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules.  Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

 

SIGNIFICANT EMPLOYEES

 

We have no employees.  Our sole officer and director, Igor Rumiantsev, is an independent contractor to us and currently devotes approximately twelve hours per week to company matters.  After receiving funding pursuant to our business plan Mr. Rumiantsev intends to devote as much time as the Board of Directors deems necessary to manage the affairs of the company.

 


EXECUTIVE COMPENSATION

 

MANAGEMENT COMPENSATION


The following tables set forth certain information about compensation paid, earned or accrued for services by our President, and Secretary and all other executive officers (collectively, the “Named Executive Officers”) from inception on December 8, 2009 until April 30, 2010:


Summary Compensation Table


Name and 

Principal

Position

 

Year

 

Salary

($)

 

 

Bonus

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

Nonqualified

Deferred

Compensation

($)

 

 

All Other

Compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Igor Rumiantsev, President, Treasurer and Secretary

 

December 8, 2009 to April 30, 2010

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

There are no current employment agreements between the company and its sole officer.


Mr. Rumiantsev currently devotes approximately twelve hours per week to manage the affairs of the Company.  He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries.  At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.


There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.



23 | Page





Director Compensation


The following table sets forth director compensation as of April 30, 2010:


Name

 

Fees

Earned

or Paid

in Cash

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

Nonqualified

Deferred

Compensation

Earnings

($)

 

 

All Other

Compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Igor Rumiantsev

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Igor Rumiantsev will not be paid for any underwriting services that he performs on our behalf with respect to this offering.  


On April 14, 2010, we issued a total of 3,500,000 shares of restricted common stock to Igor Rumiantsev, our sole officer and director in consideration of $3,500.


Further, Mr. Rumiantsev has advanced funds to us. As of April 30, 2010, Mr. Rumiantsev advanced us $3,646. Mr. Rumiantsev will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Mr. Rumiantsev. Mr. Rumiantsev will be repaid from revenues of operations if and when we generate revenues to pay the obligation. There is no assurance that we will ever generate revenues from our operations. The obligation to Mr. Rumiantsev does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Rumiantsev or the repayment of the funds to Mr. Rumiantsev. The entire transaction was oral.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of April 30, 2010 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer.  Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.


Title of Class

 

Name and Address of

Beneficial Owner

 

Amount and Nature of 

Beneficial Ownership

 

Percentage

 

 

 

 

 

 

 

 

 

Common Stock

 

Igor Rumiantsev

375 N. Stephanie St. Suite 1411, Henderson, NV 89014-8909

 

3,500,000 shares of common stock (direct)

 

 

100%

 

(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.  In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.  As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 30, 2010.  As of April 30, 2010, there were 3,500,000 shares of our common stock issued and outstanding.



24 | Page



PLAN OF DISTRIBUTION

 

Interdom, Corp. has 3,500,000 shares of common stock issued and outstanding as of the date of this prospectus.  The Company is registering an additional of 2,500,000 shares of its common stock for sale at the price of $0.03 per share. There is no arrangement to address the possible effect of the offering on the price of the stock.


  In connection with the Company’s selling efforts in the offering, Igor Rumiantsev will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Mr. Rumiantsev is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Rumiantsev will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Rumiantsev is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Rumiantsev will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. Rumiantsev will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).  


Interdom, Corp. will receive all proceeds from the sale of the 2,500,000 shares being offered. The price per share is fixed at $0.03 for the duration of this offering.  Although our common stock is not listed on a public exchange or quoted over-the-counter, we intend to seek to have our shares of common stock quoted on the Over-the Counter Bulletin Board. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved.  However, sales by the Company must be made at the fixed price of $0.3 until a market develops for the stock.


The Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.03 per share.


In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which Interdom, Corp. has complied.


In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.


Interdom, Corp. will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states) which we expect to be $9,000.

 


DESCRIPTION OF SECURITIES

 

GENERAL

 

Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. As of April 30, 2010, there were 3,500,000 shares of our common stock issued and outstanding that were held by one registered stockholder of record, and no shares of preferred stock issued and outstanding.



25 | Page




    COMMON STOCK

 

The following is a summary of the material rights and restrictions associated with our common stock.

 

The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.


ANTI-TAKEOVER LAW


Currently, we have no Nevada shareholders and since this offering will not be made in the State of Nevada, no shares will be sold to its residents. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do so. Accordingly, there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control.


DIVIDEND POLICY

 

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

STOCK TRANSFER AGENT

There is no stock transfer agent appointed at this time.


INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

Our Articles of Incorporation provide that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by one of our director, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

 

LEGAL MATTERS

 

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our company or any of its parents or subsidiaries. Nor was any such person connected with our company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.



26 | Page



INTERESTS OF NAMED EXPERTS AND COUNSEL

 

No expert or counsel named in this prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest exceeding $50,000, directly or indirectly, in the Company or any of its parents or subsidiaries.  Nor was any such person connected with Interdom, Corp. or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

 

EXPERTS


The Law Offices of Thomas E. Puzzo, PLLC, has rendered an opinion with respect to the validity of the shares of common stock covered by this prospectus .

 

De Joya Griffith & Company, LLC, our independent registered public accountant, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. De Joya Griffith & Company, LLC, has presented its report with respect to our audited financial statements.

 


AVAILABLE INFORMATION

 

We have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to register the securities offered by this prospectus. For future information about us and the securities offered under this prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement. In addition, after the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act.  You may read and copy any reports, statements or other information we file at the SEC’s public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC.  Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.  Our SEC filings are also available to the public through the SEC Internet site at www.sec.gov.

 

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

 

We have had no changes in or disagreements with our independent registered public accountant.

 



27 | Page



FINANCIAL STATEMENTS

     Our fiscal year end is April 30. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by us and audited by De Joya Griffith & Company, LLC (PCAOB Registered)

     Our financial statements from inception to April 30, 2010, immediately follow:



INDEX TO FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm

F-1

 

 

Financial Statements

F-2

 

 

Balance Sheet – April 30, 2010

F-2

 

 

Statement of Operations – Inception (December 8, 2009) through April 30, 2010

F-3

 

 

Statement of Stockholders’ Equity (Deficit) –  Inception (December 8, 2009) through April 30, 2010

F-4

 

 

Statement of Cash Flows –  Inception (December 8, 2009) through April 30, 2010

F-5

 

 

Notes to Financial Statements

F-6





28 | Page






Griffith & Company, LLC


CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders

Interdom Corp.

Henderson, NV 89014


We have audited the accompanying balance sheet of Interdom Corp. (An Development Stage Company) as of April 30, 2010, and the statements of operations, stockholder’s deficit and cash flows from Inception (December 8, 2009) through April 30, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Interdom Corp. (An Development Stage Company) as of April 30, 2010, and the results of its operations and cash flows from Inception (December 8, 2009) through April 30, 2010, in conformity with generally accepted accounting principles in the United States.


The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses from operations and the Company has not generated any revenue since inception, which all raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



De Joya Griffith & Company, LLC



/s/ De Joya Griffith & Company, LLC

Henderson, Nevada

May 13, 2010

 F-1



29 | Page




INTERDOM, CORP.

(A Development Stage Company)

Balance Sheet


ASSETS

 

 

 

 

APRIL 30, 2010

CURRENT ASSETS

 

 

 

 

 

Cash

 

$

430

    

     

TOTAL CURRENT ASSETS

 



430


TOTAL ASSETS

 

 


$


430


LIABILITIES AND STOCKHOLDER’S DEFICIT

CURRENT LIABILITES

 

 

 

 

Advances from Director

 

$

3,646

 


TOTAL CURRENT LIABILITIES

 



3,646


STOCKHOLDER’S DEFICIT

 

 

 

  

 Common stock, $0.001par value, 75,000,000 shares authorized;

 

 

 

 

    3,500,000 shares issued and outstanding

 

 

3,500

 

Deficit accumulated during the development stage

 

 

(6,716)


TOTAL STOCKHOLDER’S DEFICIT

 

 


(3,216)


TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

 


$


430

 



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

F-2



30 | Page




INTERDOM, CORP.

(A Development Stage Company)

Statement of Operations

 

From Inception

(December 8, 2009) to

April 30, 2010

Expenses

 

General and Administrative Expenses

 

$

6,716

Net loss

$

(6,716)


Loss per common share – Basic


$

(0.02)


Weighted Average Number of Common Shares Outstanding- basic

 


413,194


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


F-3



31 | Page






INTERDOM, CORP.

(A Development Stage Company)

Statement of Stockholder’s Deficit

From Inception (December 08, 2009) to April 30,2010

 

Number of

Common

Shares


Amount

Deficit

accumulated

during  development stage



Total

 

 

 

 

 

April 14, 2010

 

 

 

 

Common shares issued for cash  at $0.001

3,500,000

$

3,500

$

-

$

3,500

Net loss

 

 

 

 

(6,716)

 

(6,716)


Balance as of April 30, 2010


3,500,000

$

 3,500

$

 (6,716)

$

 (3,216)



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

F-4



32 | Page





INTERDOM, CORP.

(A Development Stage Company)

Statement of Cash Flows

 

 

 

 

 

 

From Inception

(December 08,

2009) to April 30, 2010

OPERATING ACTIVITIES

 

 

 

 

 

 

  Net loss

 

 

 

 

$

(6,716)

 


Net cash used for operating activities

 

 

 

 

 


(6,716)


  FINANCING ACTIVITIES

 

 

 

 

 

 

 

Loans from Director

 

 

 

 

 

3,646

 

Proceeds from sale of common stock

 

 

 

 

 

3,500

 


Net cash provided by financing activities

 

 

 

 

 


7,146


Net increase in cash and equivalents

 

 

 

 

 

430

Cash at beginning of the period

 

 

 

 

 

-


Cash at end of the period

 

 

 

 


$


430

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

 

Interest                                                                                               

 

 

$

-

 


Taxes                                                                                           

 

 


$


-

 

 

 

 

 

 

 

 

 

 

 

 

Non-Cash Activities

$

 


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

F-5




33 | Page



INTERDOM, CORP.

(A Development Stage Company)

Notes To The Financial Statements

April  30, 2010


NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS


Interdom, Corp. (“the Company”) was incorporated in the State of Nevada on December 8, 2009.  The Company is in the business of real estate consulting and evaluation.  Interdom, Corp. is in the development stage as defined under Accounting Codification Standard, Development Stage Entities (“ASC-915”). The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.  For the period from inception, (December 8, 2009) through April 30, 2010, the Company has accumulated losses of $6,716 and further losses are anticipated.  


NOTE 2 - GOING CONCERN


The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $6,716 as of April 30, 2010 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  


  Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.


Use of Estimates and Assumptions

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 and disclosure of contingent assets and liabilities at the date of the  financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results  could differ from those estimates.


F-6



34 | Page



INTERDOM, CORP.

(A Development Stage Company)

Notes To The Financial Statements

April  30, 2010


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Foreign Currency Translation

The financial statements are presented in United States dollars.  In accordance with Accounting Standards Codification (“ASC-830”), “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year.  Gains or losses resulting from foreign currency transactions are included in results of operations.


Financial Instruments

The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments.


Stock-based Compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.


Income Taxes

Income taxes are accounted for under the  assets  and liability method.  Deferred  tax  assets  and  liabilities are recognized for  the  estimated future tax consequences attributable  to differences between the financial statement carrying amounts of existing  assets  and  liabilities and their respective  tax  bases and operating loss and tax credit  carry  forwards. Deferred tax assets and liabilities are measured using enacted tax rates  in effect for the year in which  those  temporary differences are expected to be recovered or settled.


Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.


Basic and Diluted Net Loss per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.


The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are the same.



Fiscal Periods

The Company's fiscal year end is April 30.

F-7



35 | Page



INTERDOM, CORP.

(A Development Stage Company)

Notes To The Financial Statements

April  30, 2010


NOTE 4 - STOCKHOLDER’S DEFICIT


The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share. On April 14, 2009, the Company issued 3,500,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $3,500.



NOTE 5 - INCOME TAXES


As of April 30, 2010, the Company had net operating loss carry forwards of $6,716 that may be available to reduce future years’ taxable income through 2010. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.


Components of net deferred tax assets, including a valuation allowance, are as follows at April 30, 2010:



 

2010

Deferred tax assets:

 

Net operating loss carry forward

$         6,716

 

 

         

Total deferred tax assets

2,350

Less: valuation allowance

 (2,350)

Net deferred tax assets

$                -


The valuation allowance for deferred tax assets as of April 30, 2010 was $2,350. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of April 30, 2010.

Reconciliation between the statutory rate and the effective tax rate is as follows at April 30, 2010:

 

2010

 

Federal statutory tax rate

(35.0)

%

Permanent difference and other

35.0

%

Effective tax rate

-

%


NOTE 6 - RELATED PARTY TRANSACTONS


On December 8, 2009, a Director advanced the Company $146. On April 30, 2010, a Director advanced the Company $3,500.  As of April 30, 2010, total advances totaled $3,646. The advances are non-interest bearing, due upon demand and unsecured.

          

On April 14, 2009, a Director purchased 3,500,000 shares of common stock at a price of $0.001 per share for cash of $3,500.


F-8



36 | Page






[Back Page of Prospectus]



PROSPECTUS

 

2,500,000 SHARES OF COMMON STOCK


INTERDOM, CORP.

_______________

 


Dealer Prospectus Delivery Obligation


Until _____________ ___, 2010, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.













37 | Page




PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

The estimated costs (assuming all shares are sold) of this offering are as follows:


SEC Registration Fee 

5.36

Printing and Office Expenses 

94.64

Accounting Fees and Expenses 

700.00

Auditor Fees and Expenses 

3,500.00

Legal Fees and Expenses 

3,000.00

Transfer Agent Fees 

1,300.00

EDGAR Agent Fees

400.00

TOTAL  

9,000.00


(1) All amounts are estimates, other than the SEC’s registration fee.

 


ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS

 

Interdom, Corp.’s Bylaws allow for the indemnification of the officer and/or director in regards each such person carrying out the duties of his or her office. The Board of Directors will make determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if he has met the applicable standard of conduct set forth under the Nevada Revised Statutes.

 

As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for a director, officer and/or person controlling Interdom, Corp., we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable.


ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

 

Set forth below is information regarding the issuance and sales of securities without registration since inception.

 

On April 14, 2010, Interdom, Corp. offered and sold 3,500,000 share of common stock to our sole officer and director, Igor Rumiantsev, for a purchase price of $0.001 per share, for aggregate offering proceeds of $3,500.  Interdom, Corp. made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the securities were offered and sold in a non-public offering to a “sophisticated investor” who had access to registration-type information about the Company. No commission was paid in connection with the sale of any securities and no general solicitations were made to any person.


ITEM 16. EXHIBITS


Exhibit

Number

 

Description of Exhibit

3.1

 

Articles of Incorporation of the Registrant

3.2

 

Bylaws of the Registrant

5.1

 

Opinion re:  Legality and Consent of Counsel

10.1

 

Agreement dated April 29, 2010, by and between Interdom Corp. and Florida Exclusive Realty, LLC

23.1

 

Consent of De Joya Griffith & Company, LLC (PCAOB Registered)

 

 

 



38 | Page



ITEM 17. UNDERTAKINGS

 

The undersigned Registrant hereby undertakes:

 

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

 

(a) Include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(b) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(c) Include any additional or changed material information on the plan of distribution.

 

2. To, for the purpose of determining any liability under the Securities Act, treat each post-effective amendment as a new registration statement relating to the securities offered herein, and to treat the offering of such securities at that time to be the initial bona fide offering thereof.

 

3. To remove from registration, by means of a post-effective amendment, any of the securities being registered hereby that remains unsold at the termination of the offering.

 

4. For determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(a) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

 

(b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

 

(c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

 

(d) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our director, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our director, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our director, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.


  For the purposes of determining liability under the Securities Act for any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.



39 | Page




 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Henderson, Nevada on May 25, 2010.


 

INTERDOM, CORP.

 

 

 

 

 

 

 

By:

/s/

Igor Rumiantsev

 

 

 

Name:

Igor Rumiantsev

 

 

 

Title:

President, Treasurer and Secretary

 

 

 

(Principal Executive, Financial and Accounting Officer)

 


POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Igor Rumiantsev, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-1 of Interdom, Corp., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

 

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/    Igor Rumiantsev

 

 

 

 

Igor Rumiantsev

 

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer) 

 

May 25, 2010   

 

 



40 | Page



EXHIBIT INDEX


Exhibit

Number

 

Description of Exhibit

3.1

 

Articles of Incorporation of the Registrant

3.2

 

Bylaws of the Registrant

5.1

 

Opinion re:  Legality and Consent of Counsel

10.1

 

Agreement dated April 29, 2010, by and between Interdom Corp. and Florida Exclusive Realty, LLC

23.1

 

Consent of De Joya Griffith & Company, LLC (PCAOB Registered)

 

 

 




41 | Page



Exhibit 3.1

[EX31002.GIF]




CORPORATE CHARTER


I, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that INTERDOM, CORP. , did on December 8, 2009, file in this office the original Articles of Incorporation; that said Articles of Incorporation are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada.



 


IN WITNESS WHEREOF, I have hereunto set my   hand and affixed the Great Seal of State, at my office on December 29, 2009.


ROSS MILLER

Secretary of State



Certified By: Nita Hibshman

Certificate Number: C20091223-0594

You may verify this certificate

online at http://www.nvsos.gov/




Exhibit 3.2

Bylaws
of
Interdom, Corp.
(the "Corporation")

Article I
Office

The Board of Directors shall designate and the Corporation shall maintain a principal office. The location of the principal office may be changed by the Board of Directors. The Corporation also may have offices in such other places as the Board may from time to time designate. The location of the initial principal office of the Corporation shall be designated by resolution.

Article II
Shareholders Meetings

1. Annual Meetings

The annual meeting of the shareholders of the Corporation shall be held at such place within or without the State of Nevada as shall be set forth in compliance with these Bylaws. The meeting shall be held on the June 30 of each year. If such day is a legal holiday, the meeting shall be on the next business day. This meeting shall be for the election of Directors and for the transaction of such other business as may properly come before it.

2. Special Meetings

Special meetings of shareholders, other than those regulated by statute, may be called by the President upon written request of the holders of 50% or more of the outstanding shares entitled to vote at such special meeting. Written notice of such meeting stating the place, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called shall be given.

3. Notice of Shareholders Meeting

The Secretary shall give written notice stating the place, day, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, which shall be delivered not less than ten or more than fifty days before the date of the meeting, either personally or by mail to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at their address as it appears on the books of the Corporation, with postage thereon prepaid. Attendance at the meeting shall constitute a waiver of notice thereof.



1





4. Place of Meeting

The Board of Directors may designate any place, either within or without the State of Nevada, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Nevada, as the place for the holding of such meeting. If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be the principal office of the Corporation.

5. Record Date

The Board of Directors may fix a date not less than ten nor more than fifty days prior to any meeting as the record date for the purpose of determining shareholders entitled to notice of and to vote at such meetings of the shareholders. The transfer books may be closed by the Board of Directors for a stated period not to exceed fifty days for the purpose of determining shareholders entitled to receive payment of and dividend, or in order to make a determination of shareholders for any other purpose.

6. Quorum

A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At a meeting resumed after any such adjournment at which a quorum shall be present or represented, any business may be transacted, which might have been transacted at the meeting as originally noticed.

7. Voting

A holder of outstanding shares, entitled to vote at a meeting, may vote at such meeting in person or by proxy. Except as may otherwise be provided in the currently filed Articles of Incorporation, every shareholder shall be entitled to one vote for each share standing their name on the record of shareholders. Except as herein or in the currently filed Articles of Incorporation otherwise provided, all corporate action shall be determined by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

8. Proxies

At all meeting of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by their duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after six months from the date of its execution.

9. Informal Action by Shareholders

Any action required to be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the shareholders entitled to vote with respect to the subject matter thereof.



2





Article III
Board of Directors

1. General Powers

The business and affairs of the Corporation shall be managed by its Board of Directors. The Board if Directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they appropriate under the circumstances. The Board shall have authority to authorize changes in the Corporation’s capital structure.

2. Number, Tenure and Qualification

The number of Directors of the Corporation shall be a number between one and five, as the Directors may by resolution determine from time to time. Each of the Directors shall hold office until the next annual meeting of shareholders and until their successor shall have been elected and qualified.

3. Regular Meetings

A regular meeting of the Board of Directors shall be held without other notice than by this Bylaw, immediately after and, at the same place as the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than this resolution.

4. Special Meetings

Special meetings of the Board of Directors may be called by order of the Chairman of the Board or the President. The Secretary shall give notice of the time, place and purpose or purposes of each special meeting by mailing the same at least two days before the meeting or by telephone, telegraphing or telecopying the same at least one day before the meeting to each Director. Meeting of the Board of Directors may be held by telephone conference call.

5. Quorum

A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business, but less than a quorum may adjourn any meeting from time to time until a quorum shall be present, whereupon the meeting may be held, as adjourned, without further notice. At any meeting at which every Director shall be present, even though without any formal notice any business may be transacted

6. Manner of Acting

At all meetings of the Board of Directors, each Director shall have one vote. The act of a majority of Directors present at a meeting shall be the act of the full Board of Directors, provided that a quorum is present.



3





7. Vacancies

A vacancy in the Board of Directors shall be deemed to exist in the case of death, resignation, or removal of any Director, or if the authorized number of Directors is increased, or if the shareholders fail, at any meeting of the shareholders, at which any Director is to be elected, to elect the full authorized number of Directors to be elected at that meeting.

8. Removals

Directors may be removed, at any time, by a vote of the shareholders holding a majority of the shares outstanding and entitled to vote. Such vacancy shall be filled by the Directors entitled to vote. Such vacancy shall be filled by the Directors then in office, though less than a quorum, to hold office until the next annual meeting or until their successor is duly elected and qualified, except that any directorship to be filled by election by the shareholders at the meeting at which the Director is removed. No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of their term of office.

9. Resignation

A director may resign at any time by delivering written notification thereof to the President or Secretary of the Corporation. A resignation shall become effective upon its acceptance by the Board of Directors; provided, however, that if the Board of Directors has not acted thereon within ten days from the date of its delivery, the resignation shall be deemed accepted.

10. Presumption of Assent

A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action(s) taken unless their dissent shall be placed in the minutes of the meeting or unless he or she shall file their written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

11. Compensation

By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

12. Emergency Power

When, due to a national disaster or death, a majority of the Directors are incapacitated or otherwise unable to attend the meetings and function as Directors, the remaining members of the Board of Directors shall have all the powers necessary to function as a complete Board, and for the purpose of doing business and filling vacancies shall constitute a quorum, until such time as all Directors can attend or vacancies can be filled pursuant to these Bylaws.

13. Chairman

The Board of Directors may elect from its own number a Chairman of the Board, who shall preside at all meetings of the Board of Directors, and shall perform such other duties as may be prescribed from time to time by the Board of Directors. The Chairman may by appointment fill any vacancies on the Board of Directors.



4





Article IV
Officers

1. Number

The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer, each of whom shall be elected by a majority of the Board of Directors. Such other Officers and assistant Officers as may be deemed necessary may be elected or appointed by the Board of Directors. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more offices may be held by the same person. Officers may or may not be Directors or shareholders of the Corporation.

2. Election and Term of Office

The Officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each Officer shall hold office until their successor shall have been duly elected and shall have qualified or until their death or until they shall resign or shall have been removed in the manner hereinafter provided.

3. Resignations

Any Officer may resign at any time by delivering a written resignation either to the President or to the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

4. Removal

Any Officer or agent may be removed by the Board of Directors whenever in its judgment the best interests Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer or agent shall not of itself create contract rights. Any such removal shall require a majority vote of the Board of Directors, exclusive of the Officer in question if he or she is also a Director.

5. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, or is a new office shall be created, may be filled by the Board of Directors for the un-expired portion of the term.



5





6. President

The president shall be the chief executive and administrative Officer of the Corporation. He or she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, at meetings of the Board of Directors. He or she shall exercise such duties as customarily pertain to the office of President and shall have general and active supervision over the property, business, and affairs of the Corporation and over its several Officers, agents, or employees other than those appointed by the Board of Directors. He or she may sign, execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations, and shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws.

7. Vice President

The Vice President shall have such powers and perform such duties as may be assigned to him by the Board of Directors or the President. In the absence or disability of the President, the Vice President designated by the Board or the President shall perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts any other obligations pertaining to the regular course of their duties.

8. Secretary

The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors and, to the extent ordered by the Board of Directors or the President, the minutes of meeting of all committees. He or she shall cause notice to be given of meetings of stockholders, of the Board of Directors, and of any committee appointed by the Board. He or she shall have custody of the corporate seal and general charge of the records, documents and papers of the Corporation not pertaining to the performance of the duties vested in other Officers, which shall at all reasonable times be open to the examination of any Directors. He or she may sign or execute contracts with the President or a Vice President thereunto authorized in the name of the Corporation and affix the seal of the Corporation thereto. He or she shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws.

9. Treasurer

The Treasurer shall have general custody of the collection and disbursement of funds of the Corporation. He or she shall endorse on behalf of the Corporation for collection check, notes and other obligations, and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as the Board of Directors may designate. He or she may sign, with the President or such other persons as may be designated for the purpose of the Board of Directors, all bills of exchange or promissory notes of the Corporation. He or she shall enter or cause to be entered regularly in the books of the Corporation full and accurate account of all monies received and paid by him on account of the Corporation; shall at all reasonable times exhibit his (or her) books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and, whenever required by the Board of Directors or the President, shall render a statement of his (or her) accounts. The Treasurer shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws.



6





10. Other Officers

Other Officers shall perform such duties and shall have such powers as may be assigned to them by the Board of Directors.

11. Salaries

Salaries or other compensation of the Officers of the Corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate Officers or agents. No Officer shall be prevented from receiving any such salary or compensation by reason of the fact the he or she is also a Director of the Corporation

12. Surety Bonds

In case the Board of Directors shall so require, any Officer or agent of the Corporation shall execute to the Corporation a bond in such sums and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his (or her) duties to the Corporation, including responsibility for negligence and for the accounting for all property, monies or securities of the Corporation, which may come into his (or her) hands.

Article V
Contracts, Loans, Checks and Deposits

1. Contracts

The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

2. Loans

No loan or advance shall be contracted on behalf of the Corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the Corporation shall be mortgaged, pledged, hypothecated or transferred as security for the payment of any loan, advance, indebtedness or liability of the Corporation unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances.

3. Deposits

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select, or as may be selected by an Officer or agent of the Corporation authorized to do so by the Board of Directors.



7





4. Checks and Drafts

All notes, drafts, acceptances, checks, endorsements and evidence of indebtedness of the Corporation shall be signed by such Officer or Officers or such agent or agents of the Corporation and in such manner as the Board of Directors from timer to time may determine. Endorsements for deposits to the credit of the Corporation in any of its duly authorized depositories shall be made in such manner as the Board of Directors may from time to time determine.

5. Bonds and Debentures

Every bond or debenture issued by the Corporation shall be in the form of an appropriate legal writing, which shall be signed by the President or Vice President and by the Treasurer or by the Secretary, and sealed with the seal of the Corporation. The seal may be facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized Officer of the Corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the Corporation’s Officers named thereon may be facsimile. In case any Officer who signed, or whose facsimile signature has been used on any such bond or debenture, shall cease to be an Officer of the Corporation for any reason before the same has been delivered by the Corporation, such bond or debenture may nevertheless by adopted by the Corporation and issued and delivered as though the person who signed it or whose facsimile signature has been used thereon had not ceased to be such Officer.

Article VI
Capital Stock

1. Certificate of Share

The shares of the Corporation shall be represented by certificates prepared by the Board of Directors and signed by the President. The signatures of such Officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or one of its employees. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

2. Transfer of Shares

Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his (or her) legal representative, who shall furnish proper evidence of authority to transfer, or by his (or her) attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.



8





3. Transfer Agent and Registrar

The Board of Directors of the Corporation shall have the power to appoint one or more transfer agents and registrars for the transfer and registration of certificates of stock of any class, and may require that stock certificates shall be countersigned and registered by one or more of such transfer agents and registrars.

4. Lost or Destroyed Certificates

The Corporation may issue a new certificate to replace any certificate theretofore issued by it alleged to have been lost or destroyed. The Board of Directors may require the owner of such a certificate or his (or her) legal representative to give the Corporation a bond in such sum and with such sureties as the Board of Directors may direct to indemnify the Corporation as transfer agents and registrars, if any, against claims that may be made on account of the issuance of such new certificates. A new certificate may be issued without requiring any bond.

5. Registered Shareholders

The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder thereof, in fact, and shall not be bound to recognize any equitable or other claim to or on behalf of this Corporation to any and all of the rights and powers incident to the ownership of such stock at any such meeting, and shall have power and authority to execute and deliver proxies and consents on behalf of this Corporation in connection with the exercise by this Corporation of the rights and powers incident to the ownership of such stock. The Board of Directors, from time to time, may confer like powers upon any other person or persons.

Article VII
Indemnification

No Officer or Director shall be personally liable for any obligations of the Corporation or for any duties or obligations arising out of any acts or conduct of said Officer or Director performed for or on behalf of the Corporation. The Corporation shall and does hereby indemnify and hold harmless each person and their heirs and administrators who shall serve at any time hereafter as a Director or Officer of the Corporation from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of their having heretofore or hereafter been a Director or Officer of the Corporation, or by reason of any action alleged to have heretofore or hereafter taken or omitted to have been taken by him as such Director or Officer, and shall reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for under the provisions of the Nevada Revised Statutes; provided, however, that no such persons shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his (or her) own negligence or willful misconduct. The rights accruing to any person under the foregoing provisions of this section shall not exclude any other right to which he or she may lawfully be entitled, nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case, even though not specifically herein provided for. The Corporation, its Directors, Officers, employees and agents shall be fully protected in taking any action or making any payment, or in refusing so to do in reliance upon the advice of counsel.


Article VIII
Notice

Whenever any notice is required to be given to any shareholder or Director of the Corporation under the provisions of the Articles of Incorporation, or under the provisions of the Nevada Statutes, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute a waiver of notice of such meetings, except where attendance is for the express purpose of objecting to the holding of that meeting.

Article IX
Amendments

These Bylaws may be altered, amended, repealed, or new Bylaws adopted by a majority of the entire Board of Directors at any regular or special meeting. Any Bylaw adopted by the Board may be repealed or changed by the action of the shareholders.

Article X
Fiscal Year

The fiscal year of the Corporation shall be fixed and may be varied by resolution of the Board of Directors.

Article XI
Dividends

The Board of Directors may at any regular or special meeting, as they deem advisable, declare dividends payable out of the surplus of the Corporation.

Article XII
Corporate Seal

The seal of the Corporation shall be in the form of a circle and shall bear the name of the Corporation and the year of incorporation per sample affixed hereto.

Dated: December 8, 2009                                INTERDOM, CORP.

/S/ Igor Rumiantsev

Igor Rumiantsev
President




9



Exhibit 5.1


Law Offices of Thomas E. Puzzo, PLLC

4216 NE 70 th St.

Seattle, Washington 98115

Tel:  (206) 522-2256 / Fax:  (206) 260-0111 / E-mail: tpuzzo@msn.com

 

May 20, 2010


VIA ELECTRONIC TRANSMISSION


Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549


Re: Interdom, Corp., a Nevada corporation;

       Registration Statement on Form S-1


Ladies and Gentlemen:


We have acted as counsel to Interdom, Corp., a Nevada corporation (the “Company”), in connection with the registration statement on Form S-1 (the “Registration Statement.”), filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration, offer and sale of up to 2,500,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company.  


We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents we have deemed relevant and necessary as a basis for the opinion hereinafter expressed.  In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.


Based on our examination mentioned above, we are of the opinion that the Shares being sold pursuant to the Registration Statement are duly authorized and will be, when issued in the manner described in the Registration Statement, legally and validly issued, fully paid and non-assessable.


We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the related Prospectus. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.


Very truly yours,


/s/ Thomas E. Puzzo





Exhibit 10.1


CONSULTING AGREEMENT


This consulting agreement (the "Agreement"), made as of April 29, 2010, is entered into by Florida Exclusive Realty, LLC, a business at 310 Arthur Godfrey Road, Miami Beach, FL 33140 (the "Realty"), and,  Interdom Corp. located at 375 N. Stephanie  Street, Suite 1411 Henderson, NV 89014-8909 (the "Consultant").  

The Realty desires to retain the services of the Consultant and the Consultant desires to perform certain services for the Realty.  In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:  

1.Services.  The Consultant agrees to perform such consulting, advisory and related services to and for the Realty as may be reasonably requested from time to time by the Realty, including, but not limited to, the services specified in Exhibit A.  The Consultant shall perform each service only when requested to do so by the Realty in writing. Each service request from the Realty shall specify maximum time frame allowed for performance of the service (in hours).


2.Non-Compete. During the Consulting Period (as defined below) and for six months after the conclusion of the Consulting Period, the Consultant shall not engage in any activity that has a conflict of interest with the Realty, including any competitive employment, business, or other activity, and shall not assist any other person or organization that competes, or intends to compete with the Realty.  


3.Term.  This Agreement shall commence on April 29, 2010 (the "Commencement Date") and shall continue until terminated in accordance with the provisions of Section 5.


4.Compensation.  


4.1.  Consulting Fees.  For the requested by the Realty consulting and valuation services performed by the Consultant, the Realty shall pay to the Consultant a fee on hourly base that will be agreed on latter date.  The Consultant shall submit to the Realty a monthly invoice, in a form that details hours worked and work completed during the previous month for such consulting fees incurred in the previous period.  The Realty shall pay to the Consultant amounts shown on each such invoice within five (5) business days after receipt thereof. The Realty will not pay for services not requested by it in writing and for hours above a maximum time specified in the request for services.


4.2.  Reimbursement of Expenses.  The Realty shall not reimburse the Consultant any out-of-pocket expenses incurred or paid by the Consultant in connection with, or related to, the performance of his/her services under this Agreement.  All expenditures shall be the sole responsibility of the Consultant.  



1






5.Termination.  This Agreement may be terminated by either the Realty or the Consultant at any time prior to the end of the Consulting Period by giving five (5) days written notice of termination.  Such notice may be given at any time for any reason, with or without cause.  The Realty will pay Consultant for all Services performed by Consultant through the date of termination.


6.Non-Solicitation.  During the Consulting Period and for a period of one (1) year thereafter, the Consultant will not directly or indirectly recruit, solicit or hire any employee of the Realty, or induce or attempt to induce any employee of the Realty to terminate his/her employment with, or otherwise cease his/her relationship with, the Realty.


7.Cooperation.  The Consultant shall use her best efforts in the performance of her obligations under this Agreement.  The Realty shall provide such access to its information and property as may be reasonably required in order to permit the Consultant to perform her obligations hereunder.  The Consultant shall cooperate with the Realty's personnel, shall not interfere with the conduct of the Realty's business and shall observe all rules, regulations and security requirements of the Realty concerning the safety of persons and property.  


8.Independent Parties.  It is the express intention of the parties to this Agreement that the Consultant is an independent contractor, and is classified by the Realty as such for all employee benefit purposes, and is not an employee, agent, joint venture, or partner of the Realty.  Nothing in this Agreement shall be interpreted or construed as creating or establishing an employment relationship between the Realty and the Consultant.  Both parties understand and agree that the Consultant may perform services for others during the term of this Agreement.   Consultant shall have no authority to assume, create, or enlarge any obligation or commitment on behalf of the Realty without the prior written consent of the Realty.


9.Ownership.   All work products developed by the Consultant shall be deemed "work made for hire", any Consultant shall have no proprietary interest or claim in or to any work product developed by the Consultant pursuant to this Agreement.  Consultant hereby assigns and agrees to assign to the Realty, its successors, assignees, or nominees, Consultant's right, title and interest, if any, in any patents, trade secrets, trademarks, copyrights, or other proprietary information embodied in or relating to Consultant's work product under this Agreement.  At the Realty's request, the Consultant shall execute “Confidential Information and invention Assignment Agreement” necessary to give effect to the provisions of this Section 9.



2






10.Confidential Information.  Consultant understands that the Realty possesses Proprietary Information (as defined below) which is important to its business and that this Agreement creates a relationship of confidence and trust between Consultant and the Realty with regard to Proprietary Information.


For purposes of this Agreement, “Proprietary Information” is information that was or will be developed, created, or discovered by or on behalf of the Realty, or is developed, created or discovered by Consultant while performing Services, or which became or will become known by, or was or is conveyed to the Realty which has commercial value in the Realty’s business.  “Proprietary Information” includes, but is not limited to, trade secrets, designs, technology, know-how, works of authorship, source and object code, algorithms, processes, data, computer programs, ideas, techniques, inventions (whether patentable or not), business and product development plans, customers, customer lists and other information concerning the Realty’s actual or anticipated business, research or development, personnel information, terms of compensation and performance levels of Realty employees, or information which is received in confidence by or for the Realty from any other person.  Consultant understands and agrees that this consulting relationship creates a relationship of confidence and trust between the Realty and Consultant with respect to Proprietary Information.


At all times, both during the term of this Agreement and after its termination, Consultant will keep in confidence and trust, and will not use or disclose, any Proprietary Information without the prior written consent of an officer of the Realty, except as may be necessary in the ordinary course of performing the Services under this Agreement.


11.Notices.  All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 11.


12.Entire Agreement.  This Agreement constitutes this entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.  


13.Amendment.  This Agreement may be amended or modified only by a written instrument executed by both the Realty and the Consultant.  


14.Governing Law.  This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Florida.  


15.Successors and Assigns.  This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Realty may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by the Consultant.  



3






16.Miscellaneous.


16.1.No delay or omission by the Realty in exercising any right under this Agreement shall   operate as a waiver of that or any other right.  A waiver or consent given by the Realty on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.  


16.2.The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.  

              

17. In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.  


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above.


Realty:

Florida Exclusive Realty, LLC



_/s/_ Sergey Bensky ____________

Sergey Bensky as Managing Member



Consultant:

Interdom Corp



/s/_ Igor Rumyantsev ___________

Igor Rumyantsev as Director





4







EXHIBIT A


DESCRIPTION OF CONSULTING SERVICES


The Consultant shall advise the Realty with respect to real estate-related investments and which Realty may wish in the future recommend to the Realty’ clients.


The Consultant shall when requested by the Realty present to the Realty for its consideration real estate investments which, based upon the Consultant’s preliminary investigation, are determined by the Consultant in good faith to meet the Realty’ requirements.


Subject to the Realty’ approval, the Consultant shall complete all appropriate and necessary due diligence services and negotiations to effect the acquisition. On completion of negotiations and documentation, the Consultant shall present a recommendation to the Realty.


The Consultant shall recommend to the Realty, subject to the Realty’ approval, appraisers, insurance agents and attorneys whose services are necessary or appropriate to the acquisition, ownership, development, operation and disposition of one or more of the real estate investments. The Consultant shall select and recommend to the Realty agents, accountants, mortgage originators or servicers, lenders, technical advisors, underwriters, escrow agents, custodians, agents for collection, insurance agents, architects, engineers, construction consultants and managers, construction contractors and others whose services are necessary or appropriate to the acquisition, ownership, development, operation and disposition of one or more of the real estate investments. 

The Consultant shall provide other similar services within its area of expertise which Realty may reasonably request from time to time relating to the real estate investments, but this shall not include property management services which, if provided, shall be separately compensated. 



5



Exhibit 23.1





5.24.10



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



U.S. Securities and Exchange Commission

Washington, DC 20549



Ladies and Gentlemen:


We hereby consent to the incorporation and use in this Registration Statement of Interdom Corp. on Form S-1 of our audit report, dated May 13, 2010 relating to the accompanying balance sheet as of April 30, 2010 and the related statements of operations, stockholders’ deficit, and cash flows from inception (December 8, 2009) through April 30, 2010, which appears in such Registration Statement.


We also consent to the reference to our Firm under the title “Interests of Named Experts and Counsel” in the Registration Statement S-1 and this Prospectus.





De Joya Griffith & Company, LLC


/s/ De Joya Griffith & Company, LLC

Henderson, NV

5.24.2010