PINX:DOMK Domark International, Inc. Quarterly Report 10-Q Filing - 2/29/2012

Effective Date 2/29/2012

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U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT For the transition period from ________ to ________ Commission File No. 333-136247 DoMark International, Inc. (Name of small business issuer as specified in its charter) Nevada 20-4647578 (State of Incorporation) (IRS Employer Identification No.) 1809 E Broadway, #125 Oviedo, FL 32765 (Address of principal executive offices) 877-732-5035 (Issuer's telephone number) Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value per share (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. Large accelerated filer [ ] Accelerated Filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at April 23, 2012 ----- ------------------------------- Common stock, $0.001 par value 37,566,798 <PAGE> EXPLANATORY NOTE This Form 10-Q of Domark International, Inc.'s (the "Company") reflects the status and operations of the Company and its Armada/The Golf Championships ("Armada") subsidiary as of February 29, 2012. On March 5, 2012 Company entered into an Asset Purchase Agreement (the "Agreement") with its then controlling shareholder, R. Thomas Kidd ("Kidd"), for the sale of Armada, and certain assets related thereto. Pursuant to the terms of the Agreement, all assets and liabilities directly related to Armada (as more fully described in Exhibit 10.1 of the Company's Current Report on Form 8-k filed on March 9, 2012) were transferred to a new company ("NewCo") formed by Kidd. In consideration for the sale of Armada, Kidd returned to the Company 50,000 shares of the Company's Series A Preferred Stock and 9,771,500 shares of the Company's Common Stock. In addition, NewCo assumed all liabilities due to Kidd by the Company, estimated to be $1,084,000. As of March 5, 2012 the Company is solely focused on the operations of its SolaWerks, Inc. subsidiary. As a result of the change in the Company's business model, the disclosures and financial results contained herein should be reviewed as they relate to the Company's historical operations but should be discounted as they relate to the Company's potential future results. 2 <PAGE> DOMARK INTERNATIONAL, INC. INDEX TO FORM 10-Q FILING FOR THE NINE MONTHS ENDED FEBRUARY 29, 2012 TABLE OF CONTENTS PAGE ---- PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements (unaudited) Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7 Item 2. Management Discussion & Analysis of Financial Condition and Results of Operations 16 Item 3. Quantitative and Qualitative Disclosures About Market Risk 20 Item 4. Controls and Procedures 20 PART II - OTHER INFORMATION Item 1. Legal Proceedings 20 Item 1A. Risk Factors 21 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21 Item 3. Defaults Upon Senior Securities 22 Item 4. Mine Safety Disclosure 22 Item 5. Other information 22 Item 6. Exhibits 23 3 <PAGE> PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS DOMARK INTERNATIONAL, INC. (A development stage company) CONSOLIDATED BALANCE SHEETS As of As of February 29, May 31, 2012 2011 ------------ ------------ (Unaudited) (Re-stated) <S> <C> <C> ASSETS CURRENT ASSETS Cash $ 5,993 $ 4,587 Inventory - tv production 16,926 -- Prepaid expenses 403,593 -- ------------ ------------ TOTAL CURRENT ASSETS 426,512 4,587 ------------ ------------ FIXED ASSETS Property & equipment, net 3,867 399 ------------ ------------ TOTAL FIXED ASSETS 3,867 399 ------------ ------------ OTHER ASSETS Website development costs, net 5,167 6,417 VPAR license, net 24,432 -- Deferred finance costs 47,097 -- ------------ ------------ TOTAL OTHER ASSETS 76,696 6,417 ------------ ------------ TOTAL ASSETS $ 507,075 $ 11,403 ============ ============ LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses $ 323,470 $ 44,987 Notes payable 355,645 75,000 Due to affiliate and shareholder 926,735 696,171 ------------ ------------ TOTAL CURRENT LIABILITIES 1,605,850 816,158 ------------ ------------ TOTAL LIABILITIES 1,605,850 816,158 ------------ ------------ STOCKHOLDERS' DEFICIT Convertible preferred stock, series A: $0.001 par value, authorized: 2,000,000 issued: 100,000 and 100,000 shares, respectively 100 100 Common stock: $0.001 par value, authorized: 100,000,000 issued: 37,566,798 and 36,460,835 shares, respectively 37,566 36,461 Additional paid-in capital 27,472,064 26,448,172 Common stock payable 37,500 -- Accumulated deficit (26,850,830) (26,850,830) Accumulated deficit during the development stage (1,795,175) (438,656) ------------ ------------ TOTAL STOCKHOLDERS' DEFICIT (1,098,775) (804,755) ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 507,075 $ 11,403 ============ ============ See accompanying notes to the financial statements 4 <PAGE> DOMARK INTERNATIONAL, INC. (A development stage company) CONSOLIDATED STATEMENTS OF OPERATIONS From October 21, 2009 (Development Stage) Three Months Ended Nine Months Ended through February 29, February 28, February 29, February 28, February 29, 2012 2011 2012 2011 2012 ------------ ------------ ------------ ------------ ------------ (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) <S> <C> <C> <C> <C> <C> REVENUE $ -- $ -- $ -- $ -- $ -- Cost of Sales 17,918 17,918 17,918 Gross loss (17,918) (17,918) (17,918) OPERATING EXPENSES: Bad debt expense -- -- -- 100,000 100,000 General & Administrative 781,671 (450) 1,338,601 26,511 1,686,824 Impairment of goodwill -- -- -- -- 10,000 ------------ ------------ ------------ ------------ ------------ TOTAL OPERATING EXPENSES 781,671 (450) 1,338,601 (126,511) 1,814,742 ------------ ------------ ------------ ------------ ------------ INCOME/(LOSS) FROM OPERATIONS (799,589) 450 (1,356,519) (126,511) (1,814,742) OTHER (INCOME) EXPENSES Impairment of asset -- -- -- (10,000) (10,000) Other Income -- -- -- -- 29,567 ------------ ------------ ------------ ------------ ------------ NET GAIN/(LOSS) FROM OPERATIONS $ (799,589) $ 450 $ (1,356,519) $ (136,511) $ (1,795,175) ============ ============ ============ ============ ============ NET INCOME/(LOSS) $ (799,589) $ 450 $ (1,356,519) $ (136,511) $ (1,795,175) ============ ============ ============ ============ ============ NET LOSS PER COMMON SHARE - BASIC $ (0.01) $ (0.00) $ (0.02) $ (0.00) ============ ============ ============ ============ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: 37,090,166 36,460,835 36,990,434 36,460,835 See accompanying notes to the financial statements 5 <PAGE> DOMARK INTERNATIONAL, INC. (A development stage company) CONSOLIDATED STATEMENTS OF CASH FLOWS Period from October 21, 2009 (Development Nine Months Ended Stage) to February 29, February 28, February 29, 2012 2011 2012 ------------ ------------ ------------ (Unaudited) (Unaudited) (Unaudited) <S> <C> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (1,356,519) $ (136,511) $ (1,795,175) ------------ ------------ ------------ Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 9,253 768 11,627 Impairment of Assets -- 10,000 10,000 Bad Debt Expense -- 100,000 -- Stock issued as compensation and for expenses 687,498 -- 687,587 Changes in operating assets and liabilities: Increase in inventory- tv production (28,593) -- (28,593) Bank Overdraft -- 22 -- Prepaid expenses & other current assets (16,926) -- (16,926) Accounts payable and accrued expenses 278,483 -- 199,292 ------------ ------------ ------------ NET CASH USED IN OPERATING ACTIVITIES (426,804) (25,721) (932,188) ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for licensing (25,000) -- (25,000) Furniture & equipment (4,000) -- (4,000) Cash paid for web development (4,000) -- (7,500) ------------ ------------ ------------ NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES (33,000) -- (36,500) ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Deferred financing costs (50,000) -- (50,000) Proceeds from notes payable 280,645 -- 355,645 Payments on notes payable -- -- (100,469) Proceeds from stockholder loans 230,565 25,546 764,918 ------------ ------------ ------------ NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 461,210 25,546 970,094 ------------ ------------ ------------ NET CHANGE IN CASH 1,406 (197) 2,466 CASH BALANCE AT BEGINNING OF PERIOD 4,587 197 3,527 ------------ ------------ ------------ CASH BALANCE AT END OF PERIOD $ 5,993 $ -- $ 5,993 ============ ============ ============ SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Stock issued for prepaid expense $ 375,000 $ -- $ 375,000 ============ ============ ============ See Accompanying Notes to the Financial Statements 6 <PAGE> DOMARK INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED FEBRUARY 29, 2012 NOTE 1 - DESCRIPTION OF BUSINESS DOMARK INTERNATIONAL, INC. ("DoMark" or the "Company") was incorporated under the laws of the State of Nevada on March 30, 2006. In 2008, the Company embarked on a business plan that was intended to acquire profitable businesses that would create shareholder value in diverse industries. During 2008 and 2009, the Company acquired several operating businesses, as set forth in various Current Reports on Form 8-K filed with the Securities and Exchange Commission. On May 21, 2009, the Company closed an acquisition pursuant to that certain Agreement for the Exchange of Common Stock (the "Victory Lane Agreement") with Victory Lane Financial Elite, LLC ("Victory Lane") with respect to a real estate lifestyle business known as "Victory Lane" (the "Victory Lane Business"). Shortly thereafter a dispute arose between the Company and the principals of Victory Lane regarding the representations of the principals of Victory Lane and the Victory Lane Business and the Victory Lane Agreement. Litigation between the Company and various parties pertaining to the Victory Lane Business remains outstanding. (Refer to Note 10 - Contingencies below). During the last half of 2009, the Company sold two operating subsidiaries, Javaco, Inc. and ECFO Corporation and effected rescissions of acquisition transactions on the remainder of its operating businesses. Between October 2009 and November 2011 the Company had no material ongoing operations. The business of the Company during the period from October 2009 through November 2011 was to seek out new acquisitions and to conduct the litigation with Victory Lane. On May 31, 2011, the Company formed a wholly owned subsidiary, Armada Sports & Entertainment, Inc. ("Armada Sports"). On October 13, 2011, the Company filed an Amendment to the Articles of Armada Sports, changing its name to The Golf Championships, Inc. ("TGC"). TGC is a sports marketing and Management company engaged in owning, developing, and conducting made-for-television Sports and entertainment events. The Golf Championships, Inc. owns "The Golf Championships", a series of unique competitions in the sport known as The Million Dollar Invitationals, The World Putting Tour Championships, and the Celebrity Challenges. Through TGC, the Company intends to generate revenues through the sale of advertising, sponsorships, event tickets, promotional fees, broadcasting rights and other products. The Company is also currently reviewing, researching, and evaluating other acquisitions in the sports and entertainment field as well as related industries. The Company is currently in default with the Nevada Secretary of State. NOTE 2 - GOING CONCERN As reflected in the accompanying consolidated financial statements, the Company had a deficit accumulated during the development stage of $1,795,175 at February 29, 2012, and a net loss of $1,356,523 for the nine months then ended. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. Furthermore, the Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders. These factors raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. In this regard, management is planning to raise any necessary additional funds through loans and additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital. NOTE 3 - BASIS OF PRESENTATION The unaudited interim consolidated financial statements of DOMARK INTERNATIONAL, INC. (the "Company") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") for interim financial 7 <PAGE> information and the rules and regulations of the Securities and Exchange Commission ("SEC"). In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. Operating results for the nine months ended February 29, 2012 are not necessarily indicative of the results that may be expected for the year ending May 31, 2012. NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES RECENT ACCOUNTNG PRONOUNCEMENTS The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. It does not expect the adoption of these pronouncements to have a material impact on its financial position, results of operations or cash flows. DEVELOPMENT STAGE COMPANY The Company is a development stage company as defined in ASC Standard 915-10-05; has recognized no revenue and devotes substantially all of its efforts on establishing its sports business. The Company's planned principal operations in developing its sports business have commenced. All losses accumulated since inception have been considered part of the Company's development stage activities. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP 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. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At February 29, 2012 and February 28, 2011, cash and cash equivalents included cash in the bank. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts reflected in the consolidated balance sheets for cash, accounts payable, and accrued expenses approximate the respective fair values due to the short maturities of these items. FILM PROPERTY AND SCREENPLAY RIGHTS The Company capitalized costs it incurs to buy or produce film or transcripts that will later be marketed or be used in the production of films according to ASC 926, ENTERTAINMENT - FILMS. The Company will begin amortization of capitalized film costs and accrual (expensing) of participation costs when a film is released and it begins to recognize revenue from that film. The costs of producing a film and bringing that film to market consist of film costs, participation costs, exploitation costs, and manufacturing costs. Pursuant to FASB Codification Topic 926-20-35, the Company will begin amortization of capitalized film costs using the individual-film-forecast-computation which amortizes or accrues such costs in the same ratio that current period actual revenue bears to the estimated remaining unrecognized ultimate revenue as of the beginning of the current fiscal year. PRINCIPLES OF CONSOLIDATION These interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, The Golf Championships, Inc. All intercompany balances and transactions have been eliminated in consolidation. 8 <PAGE> STOCK BASED COMPENSATION Stock based compensation is accounted for using the Equity-Based Payments to Non-Employees Topic of the FASB ASC 505, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. We determine the value of stock issued at the date of grant. We also determine at the date of grant the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable. The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the Consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instruments issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. NET LOSS PER COMMON SHARE The Company computes net loss per share in accordance with the Earning per Share Topic of the FASB ASC 260. Under the provisions of ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. As of November 30, 2011 and 2010, no options and warrants were outstanding. NOTE 5 - RELATED PARTY TRANSACTIONS The Company is indebted to R. Thomas Kidd, the Company's Chief Executive Officer and sole Director, and his wife, in the amount of $926,736 and $696,171 as of February 29, 2012 and May 31, 2011, respectively, which amount does not bear interest and is due on demand. This amount reflects advances made to the Company by Mr. Kidd and his wife. NOTE 6 - COMMITMENTS On June 1, 2011, Amy Pennock of Pennock Consulting Group, Inc. was engaged to provide fraud and internal auditing services for the Company. Fees for services will be billed at an hourly rate, as incurred. On June 1, 2011, Peter Gordon was appointed Vice President & Executive Producer of The Golf Championships, Inc., a wholly owned subsidiary of the Company. The Company has agreed to pay a salary of $120,000 each year for the five year term of the agreement, with 5% increases each year. In addition, Mr. Gordon is entitled to 100,000 shares of the Company's common stock as a signing bonus. The shares are to be issued but held back by the Company and not earned and delivered until one full year of service has elapsed under the agreement. On June 10, 2011, TGC entered into an agreement with TVA Media Group who will provide performance-based media campaigns. The Company has agreed to pay TVA Media a total of $120,000 in cash, payable in three installments beginning September 1, 2011. The second installment is due in week four of service and the final payment is due in week nine. In addition, the Company has agreed to issue stock in exchange for services at a value of $500,000 in four installments on June 20, 2011, September 1, 2011, December 1, 2011, and March 1, 2012. The number of shares issued will be determined by the five trading day Volume Weighted Average price prior to the date of issuance. On November 30, 2011, TGC modified the original Agreement by extending the due dates and modifying the terms as follows: 9 <PAGE> * The final stock tranche is to be issued by March 15, 2012. * Three payments of $50,000 each, payable on January 15, 2012, February 15, 2012, and March 15, 2012. The total sum of $150,000 includes a 25% increase in the costs outlined in the original agreement as "liquidated damages" for the delay in starting the project. TVA will commence services upon receipt of payment on January 15, 2012 and will credit the Company $15,000 that may be applied towards future projects with TVA upon full payment as outlined in the contract modification. As of February 29, 2012, $150,000 was due for future media services not yet rendered, however the payments have not been made and the TGC is seeking modification of the current agreement. On June 20, 2011, the Company engaged William Seery as Chief Financial Officer with an effective start date of September 1, 2011. The Company has agreed to pay a salary of $150,000 each year for the five year term of the agreement, with 5% increases each year. In addition, Mr. Seery is entitled to 200,000 shares of the Company's common stock as a signing bonus. The shares are to be issued but held back by the Company. After six months of service, 100,000 shares are to be delivered and after one full year of service has elapsed, the remaining 100,000 shares are deliverable under the agreement. On June 28, 2011, the Company engaged Peter Bonell as Chief Operating Officer with an effective start date of July 15, 2011. On July 15, 2011, the Company terminated its engagement with Peter Bonell. On July 22, 2011, the Company engaged Jordan Silverstein as Vice President, Public Sponsor Group & Investor Relations with an effective start date of August 1, 2011. The Company has agreed to pay a salary of $90,000 each year for the five year term of the agreement, with 5% increases each year. In addition, Mr. Silverstein is entitled to 100,000 shares of the Company's common stock as a signing bonus. The shares are to be issued but held back by the Company and not earned and delivered until one full year of service has elapsed under the agreement. The Company has also agreed to pay bonuses equal to five percent of revenue of public company sponsors up to $10,000,000 and six percent for sponsorship revenues above $10,000,000. On July 26, 2011, the Company engaged Anthony Gebbia as Chief Operating Officer with an effective start date of August 8, 2011. The Company has agreed to pay a salary of $120,000 each year for the five year term of the agreement, with 5% increases each year. In addition, Mr. Gebbia is entitled to 100,000 shares of the Company's common stock as a signing bonus. The shares are to be issued but held back by the Company and not earned and delivered until one full year of service has elapsed under the agreement. The Company has also agreed to pay bonuses equal to $200,000, payable half in stock and half in cash, upon signing of title sponsors of the Million Dollar Invitationals. Mr. Gebbia will also receive $100,000 as a bonus, payable half in Stock and half in cash, upon signing of presenting sponsors of the Million Dollar Invitationals. Mr. Gebbia is entitled to a maximum of $300,000 each year. On August 3, 2011, TGC (fka Armada Sports & Entertainment, Inc.), a wholly owned subsidiary of Domark International, Inc. announced that Joseph Mediate, former tournament director of the LPGA's Shop Rite Classic, had joined Armada Sports as Director of Tournament Operations for The Golf Championships. The effective date of the agreement is September 1, 2011. The Company has agreed to pay a salary of $80,000 each year for the five year term of the agreement, with 5% increases each year. In addition, Mr. Mediate is entitled to 25,000 shares of the Company's common stock as a signing bonus. The shares are to be issued but held back by the Company and not earned and delivered until one full year of service has elapsed under the agreement. The Company has also agreed to pay a performance bonus equal to five percent of the first $2,000,000 in local and regional sponsors and six percent for sponsorship revenues that exceed $2,000,000. On August 12, 2011, the Company entered into an Agent Agreement with VPAR Golf. VPAR has granted TGC an exclusive license on its VPAR Scoring system for Florida business development and for use at its events The Golf Championships, wherever they may occur in the world, excluding the United Kingdom. Pursuant to the terms of the agreement, TGC shall pay a license fee for year 1, payable on January 2, 2012, of $25,000. For years 2 through 7, the yearly fee is $10,000 and payable each year in January. 10 <PAGE> On September 16, 2011, the Company engaged Casey Walker as VP Administration with an effective start date of July 15, 2011. The Company has agreed to pay a salary of $48,000 each year for the five year term of the agreement, with 5% increases each year. In addition, Ms. Walker is entitled to 100,000 shares of the Company's common stock as a signing bonus. The shares are to be issued but held back by the Company until after one full year of service has elapsed. On December 28, 2011, Ms. Walker resigned her position with the Company as VP Administration. On September 28, 2011, Robert M. Greenway and Paul Mangiamele were appointed as directors of the Company. As per the agreement, each director will receive an annual salary of $25,000 payable in quarterly installments. In addition, each director will receive as compensation, 100,000 shares of restricted stock. Effective March 5, 2012, Robert M. Greenway and Paul Mangiamele resigned from their respective positions on the Board of Directors. On September 29, 2011, the Company entered into an agreement with Global Sports and Entertainment to procure celebrities or celebrity athletes to participate in The Celebrity Golf Challenge series and/or host one of our other events. Fees are dependent upon the ability of Global Sports and Entertainment to procure celebrity hosts for the anticipated events. Should Global Sports and Entertainment be successful in this endeavor, fees are estimated to be $30,000 for the remainder of 2011 and $290,000 for 2012. As of February 29, 2012, the Company has incurred $0 fees for services. On October 1, 2011, the Company entered into an agreement with Brener Zwikel & Associates to develop global brand recognition of The Golf Championships and its series of events. In compensation for services, the Company has agreed to issue $90,000 in stock in quarterly installments beginning January 31, 2012. In addition to the stock compensation, the Company has agreed to pay a monthly retainer in the amount of $6,000 beginning October 30, 2011 and increasing to $10,000 as of July 30, 2012 through November 30, 2012. As of February 29, 2012, $30,000 was due under this agreement, however the payments have not been made and the TGC is seeking modification of the current agreement. On October 8, 2011, the Company entered into a letter agreement with Mary A. Beck who will serve as an independent director of DoMark. As per the agreement, the director will receive an annual salary of $25,000 payable in quarterly installments. In addition, the director will receive as compensation, 100,000 shares of restricted stock. . Effective March 5, 2012, Mary Beck resigned from her position on the Board of Directors. On October 31, 2011, the Company entered into an agreement with CBS Sports, A Division of CBS Broadcasting, Inc. Pursuant to the terms of the agreement, CBS will make available eight (8) two (2)-hour time periods for the high-definition (HD) broadcast coverage of each of the 2012-2013 and 2013-2014 Million Dollar Invitationals. As consideration, the Company is to pay the net sums of (a) $450,000 per two (2)-hour network time period made available for the 2012-2013 Programs for a total of $1,800,000; and (b) $470,000 per two (2)-hour network time period made available for the 2013-2014 Programs, for a total of $1,880,000. The net sum for the 2012-2013 Programs shall be paid to CBS as follows: (a)$50,000 by no later than thirty (30) days prior to the taping of each Event, with the balance of $400,000 by no later than forty-five (45) days prior to the broadcast of each 2012-2013 Program. The net sum for the 2013-2014 Programs shall be paid to CBS as follows: (b)$50,000 by no later than thirty (30) days prior to the taping of each Event, with the balance of $420,000 by no later than forty-five (45) days prior to the broadcast of each 2013-2014 Program. The total net sum payable to CBS under the Agreement is $3,680,000. In addition, the Company shall have the right to the following as set forth in the Agreement: * The Company shall have the right to sell eighteen (18) thirty (30)-second commercial units during each one (1)-hour time period of network broadcast time CBS makes available for a total of thirty-six (36) thirty (30)-second commercial units per two (2)-hour Program. The Company retains all revenue received from the sale of the commercial units. * The Company will receive one (1) opening billboard, one (1) middle billboard, and one (1) closing billboard in each Program. * The notice to be included in the credit roll at the conclusion of the broadcast of each Program containing the broadcast coverage of the Events shall be: "This has been a presentation of CBS Sports in association with The Golf Championships, Inc." 11 <PAGE> NOTE 7 - LIABILITIES & NOTES PAYABLE On February 29, 2012, Company entered into a Promissory Note with R. Thomas Kidd, Chief Executive Officer of the Company, and Infinite Funding, Inc. ("IFI"). This Note replaces four promissory notes issued by IFI to the Company as more fully described below. Effective March 3, 2011, we obtained an unsecured loan in the amount of $75,000 from Infinite Funding, Inc. ("IFI") as evidenced by a Promissory Note from the Company to Infinite Funding, Inc. dated March 3, 2011 (the "IFI Note"). The Note was amended three times to extend the due date and was first amended on June 9, 2011, a second time on September 28, 2011, and a third amendment on December 9, 2011. Pursuant to the amendments, the Company agreed to pay extension fees of $30,000, thereby increasing the principle balance of this Note to $105,000. Effective June 10, 2011, we obtained an unsecured loan in the amount of $75,000 from Infinite Funding, Inc. ("IFI") as evidenced by a Promissory Note from the Company to Infinite Funding, Inc. dated June 10, 2011 (the "IFI Note"). The Note was amended two times to extend the due date and was first amended on September 28, 2011 and again on December 9, 2011. Pursuant to the amendments, the Company agreed to pay extension fees of $20,000, thereby increasing the principle balance of this Note to $95,000. Effective September 28, 2011, we obtained an unsecured loan in the amount of $40,000 from Infinite Funding, Inc. ("IFI") as evidenced by a Promissory Note from the Company to Infinite Funding, Inc. dated September 28, 2011 (the "IFI Note"). The Note was amended to extend the due date on December 9, 2011. Pursuant to this amendment, the Company agreed to pay an extension fee of $10,000, thereby increasing the principle balance of this Note to $50,000. Effective December 9, 2011, we obtained an unsecured loan in the amount of $100,000 from Infinite Funding, Inc. ("IFI") as evidenced by a Promissory Note from the Company to Infinite Funding, Inc. dated December 9, 2011 (the "IFI Note"). As a result of the consolidated debt, the Company is now obligated under a single Promissory Note dated February 29, 2012 in the aggregate principle amount of $350,000 along with $5,644.53 in accrued interest. The Note is due on October 15, 2012 and accrues interest at 3% per annum. NOTE 8 - STOCKHOLDER'S DEFICIT On June 20, 2011, the Company issued 550,660 shares of restricted common stock pursuant to the terms of the agreement entered into with TVA Media Group as discussed in Note 6. The shares were valued at $0.23 per share for a value of $125,000. On June 20, 2011 the Company recorded $125,000 in prepaid expense related to the shares issued TVA Media Group. As of November 30, 2011, services have not been performed and the Company has not recorded an expense. On June 15, 2011, Peter Gordon was entitled to 100,000 shares of the Company's common stock as a signing bonus, valued at $22,000, which will not be earned and delivered until one full year of service has elapsed under the agreement. Under ASC 718 "Stock Compensation" the Company has expensed the proportionate value of the stock compensation as of November 30, 2011 with an offset to Additional-Paid-in-Capital for $10,186. Pursuant to an agreement for the sale of assets of The Golf Championships, Inc. made effective March 5, 2012, the Company has reversed the accrued stock compensation in the amount of $10,186. On August 1, 2011, Jordan Silverstein was entitled to 100,000 shares of the Company's common stock as a signing bonus, valued at $150,000, which will not be earned and delivered until one full year of service has elapsed under the agreement. Under ASC 718 "Stock Compensation" the Company has expensed the proportionate value of the stock compensation as of November 30, 2011 with an offset to Additional-Paid-in-Capital for $50,137. Pursuant to an agreement for the sale of assets of The Golf Championships, Inc. made effective March 5, 2012, the Company has reversed the accrued stock compensation in the amount of $50,137. 12 <PAGE> On August 8, 2011, Anthony Gebbia was entitled to 100,000 shares of the Company's common stock as a signing bonus, valued at $170,000, which will not be earned and delivered until one full year of service has elapsed under the agreement. Under ASC 718 "Stock Compensation" the Company has expensed the proportionate value of the stock compensation as of November 30, 2011 with an offset to Additional-Paid-in-Capital for $53,096. Pursuant to an agreement for the sale of assets of The Golf Championships, Inc. made effective March 5, 2012, the Company has reversed the accrued stock compensation in the amount of $53,096. On September 1, 2011, the Company issued 79,545 shares of its common stock for a value of $125,000 or $1.57 per share, pursuant to the terms of the agreement entered into with TVA Media Group as discussed in Note 6. On September 1, 2011, William Seery was entitled to 100,000 shares of the Company's common stock as a signing bonus, valued at $155,000, which will not be earned and delivered until one full year of service has elapsed under the agreement. Under ASC 718 "Stock Compensation" the Company has expensed the proportionate value of the stock compensation as of November 30, 2011 with an offset to Additional-Paid-in-Capital for $38,644. Pursuant to an agreement for the sale of assets of The Golf Championships, Inc. made effective March 5, 2012, the Company has reversed the accrued stock compensation in the amount of $38,644. On September 1, 2011, William Seery was entitled to 100,000 shares of the Company's common stock as a signing bonus, valued at $155,000, which will not be earned and delivered until six months of service has elapsed under the agreement. As of February 29, 2012, the shares have fully vested and the Company has recorded common stock payable On September 1, 2011, Joseph Mediate was entitled to 25,000 shares of the Company's common stock as a signing bonus, valued at $38,750, which will not be earned and delivered until one full year of service has elapsed under the agreement. Under ASC 718 "Stock Compensation" the Company has expensed the proportionate value of the stock compensation as of November 30, 2011 with an offset to Additional-Paid-in-Capital for $9,661. Pursuant to an agreement for the sale of assets of The Golf Championships, Inc. made effective March 5, 2012, the Company has reversed the accrued stock compensation in the amount of $9,661. On October 2, 2011, Jim Hartley was entitled to 100,000 shares of the Company's common stock as a signing bonus, valued at $165,000, which will not be earned and delivered until one full year of service has elapsed under the agreement. Under ASC 718 "Stock Compensation" the Company has expensed the proportionate value of the stock compensation as of November 30, 2011 with an offset to Additional-Paid-in-Capital for $25,863. Pursuant to an agreement for the sale of assets of The Golf Championships, Inc. made effective March 5, 2012, the Company has reversed the accrued stock compensation in the amount of $25,863. On October 31, 2011, Bruce Hopp was entitled to 25,000 shares of the Company's common stock as a signing bonus, valued at $42,250, which will not be earned and delivered until one full year of service has elapsed under the agreement. Under ASC 718 "Stock Compensation" the Company has expensed the proportionate value of the stock compensation as of November 30, 2011 with an offset to Additional-Paid-in-Capital for $3,473. Pursuant to an agreement for the sale of assets of The Golf Championships, Inc. made effective March 5, 2012, the Company has reversed the accrued stock compensation in the amount of $3,473. On December 15, 2011, the Company issued 79,545 shares of restricted common stock pursuant to the terms of the agreement entered into with TVA Media Group as discussed in Note 6. The shares were valued at $1.65 per share for a value of $125,000. On June 20, 2011 the Company recorded $125,000 in prepaid expense related to the shares issued to TVA Media Group. As of February 29, 2012, services have not been performed and the Company has not recorded an expense. On January 9, 2012, the Company issued 100,000 shares to each of its directors, Mary Beck, Paul Mangiamele, and Robert Greenway. The shares were valued at $165,000 or $1.65 per share. 13 <PAGE> NOTE 9 - SUBSEQUENT EVENTS ARMADA TRANSACTION On March 5, 2012 Company entered into an Asset Purchase Agreement (the "Agreement") with its then controlling shareholder, R. Thomas Kidd ("Kidd"), for the sale of Armada, and certain assets related thereto. Pursuant to the terms of the Agreement, all assets and liabilities directly related to Armada (as more fully described in Exhibit 10.1 of the Company's Current Report on Form 8-k filed on March 9, 2012) were transferred to a new company ("NewCo") formed by Kidd. In consideration for the sale of Armada, Kidd returned to the Company 50,000 shares of the Company's Series A Preferred Stock and 9,771,500 shares of the Company's Common Stock. In addition, NewCo assumed all liabilities due to Kidd by the Company, estimated to be $1,084,000. CHANGE IN CONTROL On March 5, 2012, Michael Franklin ("Franklin") purchased 50,000 shares of the Company's Series A Preferred Stock from Kidd. Our Series A Preferred Stock is convertible into Common Stock at the rate of 1,000 shares of Common for each share of Preferred. In addition, our Preferred stock has voting rights equivalent to 1,000 votes per share. Upon the conclusion of the Armada transaction detailed above, Franklin became the controlling shareholder of Domark by virtue of his ownership of 50,000 shares of Preferred Stock with voting rights equivalent to 50,000,000 shares of our Common Stock. CHANGE IN MANAGEMENT Effective March 5, 2012, R. Thomas Kidd, Chairman and CEO the Company, resigned from all positions held with the Company, including resigning from Board service. There was no disagreement between the Registrant and Mr. Kidd at the time of Mr. Kidd's resignation from the Board of Directors. Effective March 5, 2012, Robert M. Greenway, Paul Mangiamele and Mary A. Beck (together the "Former Directors"), each a member of the Company's Board of Directors, resigned from their respective positions on the Board of Directors. There was no disagreement between the Registrant and the Former Directors at the time of their respective resignations from the Board of Directors. Effective March 5, 2012, William Seery resigned from his position as Chief Financial Officer of the Company. There was no disagreement between the Registrant and Mr. Seery at the time of Mr. Kidd's resignation from the Board of Directors. Also on March 5, 2012, the Company's Shareholders appointed Michael Franklin as sole Director, CEO and Corporate Secretary. Mr. Franklin will serve as a director until his successor has been elected at the next annual meeting of the Company's shareholders or until his earlier resignation, removal, or death. Mr. Franklin has not been appointed to any committees of the Board, as the Board does not presently have any committees. MASTER CREDIT AGREEMENT On March 2, 2012, the Company entered into a Master Credit Agreement with IFI, which provides for a non-revolving line of credit, not to exceed $150,000. The Company may request advances under the lending facility by issuing borrowing certificates to the Lender. Each borrowing certificate, together with simple interest accrued at 18% per year, becomes payable one year after the date of the advance received. As of the date of this filing the Company has borrowed $60,000 against this credit facility. NOTE 10 - CONTINGENCIES On May 21, 2009, the Company entered into that certain Agreement for the Exchange of Common Stock (the "Victory Lane Agreement") with Victory Lane Financial Elite, LLC ("Victory Lane") with respect to a real estate lifestyle business known as Victory Lane (the "Victory Lane Business") pursuant to which the Company intended to purchase the Victory Lane Business. Shortly thereafter, 14 <PAGE> a dispute arose between the Company and Victory Lane regarding alleged misrepresentations made by Victory Lane in connection with the Victory Lane Agreement. In August, 2009, Victory Lane Financial Elite, LLC, Legacy Development, LLC and Patrick Costello filed suit in the Superior Court of Tattnall County, Georgia (Civ. No. 2009-V-381-JW) against the Company, R. Thomas Kidd and various officers and directors of the Company, alleging that the Company was in breach of the Victory Lane Agreement and that the Company and certain of the individual defendants had committed various torts against the plaintiffs and that certain of the individual defendants had violated various fiduciary and other duties owed to the plaintiffs in connection with the Victory Lane Agreement and the handling of the Victory Lane Business (the "VLFE Case"). The plaintiffs sought a declaratory judgment to the effect that the Victory Lane Agreement had not been executed, as well as money damages from the Company and the individual defendants. The Company and Mr. Kidd have answered the Complaint, denying any liability for the plaintiff's claims and have asserted various counterclaims including fraud and other torts. In July 2010 the court dismissed all of the individual defendants, other than R. Thomas Kidd, in response to a motion to dismiss for lack of jurisdiction. The case has since been stayed. In December, 2009, AHIFO-21, LLC filed a lawsuit in the Superior Court of Tattnall County, Georgia (Civ. No. 2009-V-672-JS) against Victory Lane, LLC, Patrick J. Costello and Stephen Brown (the "Victory Lane Defendants") alleging that the Victory Lane Defendants owe the plaintiff more than $7,740,000 in respect of one or more loans made by the plaintiff to certain of the Victory Lane Defendants in connection with the Victory Lane Business (the "AHIFO Case"). In February, 2010, the Victory Lane Defendants filed a Third Party Complaint against the Company and R. Thomas Kidd, claiming that the Company and Mr. Kidd should be liable for any amounts the Victory Lane Defendants are required to pay to the plaintiff in this case. The Company and Mr. Kidd have answered the Complaint, denying any liability for the plaintiff's claims and have asserted various counterclaims including fraud and other torts. The Company and Mr. Kidd filed a motion to dismiss the Third Party Complaint, but the entire case was subsequently stayed. In February, 2010, the Victory Lane Defendants filed a Third Party Complaint against the Company and R. Thomas Kidd, claiming that the Company and Mr. Kidd should be liable for any amounts the Victory Lane Defendants are required to pay to the plaintiff in this case. The Company and Mr. Kidd have answered the Complaint, denying any liability for the plaintiff's claims and have asserted various counterclaims including fraud and other torts. The Company and Mr. Kidd filed a motion to dismiss the Third Party Complaint, but the entire case was subsequently stayed. Because each of the VLFE Case and the AHIFO Case have been stayed and because discovery in those cases is not complete, the Company has not reached a determination that any loss is other than remote and that the amount of any damages, if any were determined adverse to the Company, would be reasonably estimable. The Company believes that it has meritorious claims against the opposing parties with respect to the Victory Lane Agreement and that the claims asserted against it are not meritorious. The Company intends to defend itself vigorously. The Company has been made aware by the Chief Executive Officer of the Company, that a complaint has been filed against the Company for approximately $534,000 by the United States Trustee for the Middle District of Florida to claim against funds we owe to our Chief Executive Officer and his wife. The Company has not been served with the complaint. In the event the Company is served with the complaint, it will vigorously defend the complaint. However, the outcome of the litigation, if it were to occur, cannot be determined at this time. 15 <PAGE> ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q. Our Management's Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that are set forth in our Form 10-K for the period ended March 31, 2011 and as might be detailed from time to time in our filings with the Securities and Exchange Commission. Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects. OVERVIEW Effective May 31, 2011, the Company formed a wholly owned subsidiary, Armada Sports & Entertainment, Inc. ("Armada Sports"). On October 13, 2011, the Company filed an Amendment to the Articles of Armada Sports, changing its name to The Golf Championships, Inc. ("TGC"). TGC is a sports marketing and management company engaged in owning, developing and conducting made for television sports and entertainment events. The Golf Championships, Inc. currently owns THE GOLF CHAMPIONSHIPS, a series of unique competitions in the sport, known as The Million Dollar Invitationals, The World Putting Tour Championships ,and the Celebrity Challenges. On June 10, 2011, the Company entered into a media agreement with TVA Media Group, Inc. to provide a national television, radio, social media, and print media campaign for the benefit of the Company and The Golf Championships, Inc., a wholly owned subsidiary of the Company. On November 30, 2011, the Company modified the original Agreement by extending the due dates and modified the terms of payments due to TVA. See note 6 to the financial statements. On July 25, 2011, The Golf Championships, Inc., a wholly owned subsidiary of Domark International, Inc. announced that it had engaged GoConvergence to provide its world class television production services in connection with its US and Caribbean made for television Golf Championships; the Million Dollar Invitationals and World Putting Tour Championships. On August 12, 2011, the Company entered into an Agent Agreement with VPAR Golf. VPAR has granted TGC an exclusive license on its VPAR Scoring system for Florida business development and for use at its events The Golf Championships, wherever they may occur in the world, excluding the United Kingdom. On October 21, 2011, the Company entered into an Asset Purchase Agreement to acquire all of the assets of USPT, LLC. which owns and operates The US Putting Tour Championship. The purchase price for the assets is fifty thousand shares (50,000) of restricted common stock of the Company. In addition to the shares to be issued at closing, the Company has agreed to issue additional shares pursuant to the following schedule, and wholly conditioned upon the business assets being purchased generating a profit in the following three years after purchase; 25,000 shares for 2012, 25,000 shares for 2013, and 25,000 shares for 2014. On January 19, 2012, the parties agreed to mutually terminate the agreement of August 21, 2011. The Company retains the ownership of the 2010 US Putting Tour 16 <PAGE> Championship television programming produced by the Company and may distribute it to television outlets for airing in 2012 and will pay all costs in connection therewith. On October 24, 2011, The Golf Championships, Inc., a wholly owned subsidiary of DoMark International, Inc., announced that it had reached an agreement with Peter Jacobsen Sports to provide event management services for its three (3) US and Caribbean Million Dollar Invitational and World Putting Tour Championships commencing in 2012. On January 13, 2012, the Company and Peter Jacobsen Sports mutually agreed to terminate the Agreement. On October 31, 2011, the Company entered into an agreement with CBS Sports, A Division of CBS Broadcasting, Inc. Pursuant to the terms of the agreement, CBS will make available eight (8) two (2)-hour time periods for the high-definition (HD) broadcast coverage of each of the 2012-2013 and 2013-2014 Million Dollar Invitationals. As consideration, the Company is to pay the net sums of (a) $450,000 per two (2)-hour network time period made available for the 2012-2013 Programs for a total of $1,800,000; and (b) $470,000 per two (2)-hour network time period made available for the 2013-2014 Programs, for a total of $1,880,000. The net sum for the 2012-2013 Programs shall be paid to CBS as follows: (a)$50,000 by no later than thirty (30) days prior to the taping of each Event, with the balance of $400,000 by no later than forty-five (45) days prior to the broadcast of each 2012-2013 Program. The net sum for the 2013-2014 Programs shall be paid to CBS as follows: (b)$50,000 by no later than thirty (30) days prior to the taping of each Event, with the balance of $420,000 by no later than forty-five (45) days prior to the broadcast of each 2013-2014 Program. The total net sum payable to CBS under the Agreement is $3,680,000. ADDITIONAL INFORMATION We file reports and other materials with the Securities and Exchange Commission. These documents may be inspected and copied at the Securities and Exchange Commission, Judiciary Plaza, 100 F Street, N.E., Room 1580, Washington, D.C., 20549. You can obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also get copies of documents that we file with the Commission through the Commission's Internet site at www.sec.gov. RESULTS OF OPERATIONS THREE MONTHS ENDED FEBRUARY 29, 2012 vs. FEBRUARY 28, 2011 Revenues for the three months ended February 29, 2012 were $0 as compared to $0 for the three months ended November 30, 2010. After the sale of ECFO on October 20, 2009, the Company no longer had any operating subsidiaries until May 31, 2011 when the Company formed a wholly owned subsidiary, Armada Sports. The Company is considered a development stage company. Our future revenue plan is dependent on our ability to effectively close new viable acquisitions and the successful production of the golf events planned in 2012 through our wholly owned subsidiary, The Golf Championships, Inc., (fka Armada Sports & Entertainment, Inc). General and administrative expenses for the three months ended February 29, 2012 increased by $782,121 from ($450) for the three months ended February 28, 2011. Stock compensation for the three months was $418,807 and other expenses have increased as a result of the development of the Company's sports business through its wholly owned subsidiary, The Golf Championships, Inc. During the three months ended February 29, 2012, the Company issued stock for prepaid expenses related to the golf events of our subsidiary in the amount of $125,000. The Company realized a net loss of $799,589 for the three months ended February 29, 2012 compared to net income of $450 for the three months ended February 28, 2012. NINE MONTHS ENDED FEBRUARY 29, 2012 vs. FEBRUARY 28, 2011 Revenues for the six months ended February 29, 2012 were $0 as compared to $0 for the nine months ended February 28, 2011. 17 <PAGE> General and administrative expenses for the nine months ended February 29, 2012 increased by $1,312,091 from $26,511 for the nine months ended February 28, 2011. Expenses have increased as a result of the development of the Company's sports business through its wholly owned subsidiary, The Golf Championships, Inc. During the nine month period ended February 29, 2012, the Company issued 75,758 shares of common stock, for a value of $125,000, as compensation for prepaid media services. The Company's total prepaid expenses for the nine months is related to the golf events of our subsidiary and totals $403,593. The Company realized a net loss of $1,356,519 for the nine months ended February 29, 2012 compared to a net loss of $136,511 for the nine months ended February 28, 2011. LIQUIDITY AND CAPITAL RESOURCES Operating requirements have been funded primarily through financing facilities, sales of our common stock and loans from shareholders. Currently the Company's cash flows do not adequately support the operating expenses of the Company. We received $0 during the nine months ended February 29, 2012 from the sale of our common stock and $0 for the nine months ended February 28, 2011. The Company will continue to require financing from loans and notes payable until such time our business has generated income sufficient to carry our operating costs. Cash used in operating activities for the nine months ended February 29, 2012 was ($426,804) compared to ($25,743) for the nine months ended February 28, 2011. Cash used in investing activities was ($33,000) for the nine months ended February 29, 2012, compared to $0.00 for the nine months ended February 28, 2011. Cash provided by financing activities was $461,210 for the nine months ended February 29, 2012 as compared to $25,546 for the nine months ended February 28, 2011. Financing activities consisted of cash received from shareholders and cash received on notes payable. At February 29, 2012, the Company's cash balance was $5,993 and is not sufficient to cover operating expenses for the next twelve months and the Company's cash position has not improved as of the date of this Report. As a result of the current liquidity shortfall, the company has deferred certain compensation due officers and employees under their employments agreements until funding is obtained. Management, which has in the past funded cash flow deficiencies through additional loans, has indicated that they currently are unable to provide further financing. The Company is currently planning to conduct a private placement under Regulation D to raise up to approximately $63,000,000 through the sale of shares of preferred series B stock as well as the sale of sponsorships for its planned golf tournaments. However, there is no assurance that such a placement will occur or will be successful in raising the funds necessary to implement our business plan. If this placement does not occur or does not raise sufficient funds and management remains unable to provide additional loans, the Company will cease the development of its business plan as currently contemplated. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. In this regard, Management is planning to raise any necessary additional funds through loans and/or additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital. OFF-BALANCE SHEET ARRANGEMENTS None OTHER CONSIDERATIONS There are numerous factors that affect the business and the results of its operations. Sources of these factors include general economic and business conditions, federal and state regulation of business activities, the level of demand for product services, the level and intensity of competition in the media content industry, and the ability to develop new services based on new or evolving technology and the market's acceptance of those new services, our ability to timely and effectively manage periodic product transitions, the services, customer and geographic sales mix of any particular period, and our 18 <PAGE> ability to continue to improve our infrastructure including personnel and systems to keep pace with our anticipated rapid growth. CRITICAL ACCOUNTING POLICIES The Company prepares its consolidated financial statements in accordance with Accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions. STOCK BASED COMPENSATION The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the Consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instruments issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. The fair value of share options or similar instrument awards is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: * Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees' expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. The Company will use historical data to estimate employee termination behavior. The contractual term of share options or similar instruments is used as expected term of share options or similar instruments for the Company if it is a thinly traded public entity. * Expected volatility of the entity's shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for it to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. * Expected dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company's current dividend yield as the best estimate of projected dividend yield for periods within the expected contractual life of the option. * Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option. 19 <PAGE> The Company's policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. ACCOUNTING POLICIES AND ESTIMATES The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make certain 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. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions. As such, in accordance with the use of accounting principles generally accepted in the United States of America, our actual realized results may differ from management's initial estimates as reported. A summary of significant accounting policies are detailed in notes to the financial statements which are an integral component of this filing. ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required. ITEM 4 - CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES The Company has established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q was properly recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. The Company's controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers to allow timely decisions regarding required disclosure. We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at May 31, 2011 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, at May 31, 2011, our disclosure controls and procedures are not effective. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There have been no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS The Company may become involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, except as discussed below, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial position, results of operations, or liquidity except as follows: On May 21, 2009, the Company entered into that certain Agreement for the Exchange of Common Stock (the "Victory Lane Agreement") with Victory Lane Financial Elite, LLC ("Victory Lane") with respect to a real estate lifestyle business known as Victory Lane (the "Victory Lane Business") pursuant to which the Company intended to purchase the Victory Lane Business. Shortly thereafter, 20 <PAGE> a dispute arose between the Company and Victory Lane regarding alleged misrepresentations made by Victory Lane in connection with the Victory Lane Agreement. In October, 2009, Victory Lane Financial Elite, LLC, Legacy Development, LLC and Patrick Costello filed suit in the Superior Court of Tattnall County, Georgia (Civ. No. 2009-V-381-JW) against the Company, R. Thomas Kidd and various officers and directors of the Company, alleging that the Company was in breach of the Victory Lane Agreement and that the Company and certain of the individual defendants had committed various torts against the plaintiffs and that certain of the individual defendants had violated various fiduciary and other duties owed to the plaintiffs in connection with the Victory Lane Agreement and the handling of the Victory Lane Business (the "VLFE Case"). The plaintiffs sought a declaratory judgment to the effect that the Victory Lane Agreement had not been executed, as well as money damages from the Company and the individual defendants. The Company and Mr. Kidd have answered the Complaint, denying any liability for the plaintiff's claims and have asserted various counterclaims including fraud and other torts. In July 2010 the court dismissed all of the individual defendants, other than R. Thomas Kidd, in response to a motion to dismiss for lack of jurisdiction. The case has since been stayed. In December, 2009, AHIFO-21, LLC filed a lawsuit in the Superior Court of Tattnall County, Georgia (Civ. No. 2009-V-672-JS) against Victory Lane, LLC, Patrick J. Costello and Stephen Brown (the "Victory Lane Defendants") alleging that the Victory Lane Defendants owe the plaintiff more than $7,740,000 in respect of one or more loans made by the plaintiff to certain of the Victory Lane Defendants in connection with the Victory Lane Business (the "AHIFO Case"). In February, 2010, the Victory Lane Defendants filed a Third Party Complaint against the Company and R. Thomas Kidd, claiming that the Company and Mr. Kidd should be liable for any amounts the Victory Lane Defendants are required to pay to the plaintiff in this case. The Company and Mr. Kidd have answered the Complaint, denying any liability for the plaintiff's claims and have asserted various counterclaims including fraud and other torts. The Company and Mr. Kidd filed a motion to dismiss the Third Party Complaint, but the entire case was subsequently stayed. Because each of the VLFE Case and the AHIFO Case have been stayed and because discovery in those cases is not complete, the Company has not reached a determination that any loss is other than remote and that the amount of any damages, if any were determined adverse to the Company, would be reasonably estimable. The Company believes that it has meritorious claims against the opposing parties with respect to the Victory Lane Agreement and that the claims asserted against it are not meritorious. The Company intends to defend itself vigorously. The Company has been made aware by the Chief Executive Officer of the Company, that a complaint has been filed against the Company for approximately $534,000 by the United States Trustee for the Middle District of Florida to claim against funds we owe to our Chief Executive Officer and his wife. The Company has not been served with the complaint. In the event the Company is served with the complaint, it will vigorously defend the complaint. However, the outcome of the litigation, if it were to occur, cannot be determined at this time. ITEM 1A - RISK FACTORS Not required. ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS On June 20, 2011, and pursuant to the terms of an Agreement dated June 1, 2011, the Company issued 550,660 of restricted common shares to TVA Media Group These shares were valued at $125,000 in consideration of prepaid media services. Under the terms of the Agreement, the Company is obligated to issue $500,000 worth of our restricted common stock, payable in installments of $125,000 each. The number of shares issued is determined by the five trading day Volume Weighted Average price prior to the date of issuance. On September 1, 2011, the Company issued 79,545 shares of its common stock for a value of $125,000 or $1.57 per share, pursuant to the terms of the agreement entered into with TVA Media Group. 21 <PAGE> On December 15, 2011, the Company issued 75,758 shares of its common stock for a value of $125,000 or $1.65 per share, pursuant to the terms of the agreement entered into with TVA Media Group. On January 9, 2012, the Company issued 300,000 shares to each of its three directors, for a value of $165,000 or $1.65 per share, respectively. We relied upon Section 4(2) of the Securities Act of 1933 for these issuances. We believed that Section 4(2) of the Securities Act of 1933 was available because: * None of these issuances involved underwriters, underwriting discounts or commissions. * Restrictive legends were and will be placed on all certificates issued as described above. * The distribution did not involve general solicitation or advertising. * The distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment. In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors: * Access to all our books and records. * Access to all material contracts and documents relating to our operations. * The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access. Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES There were no defaults upon senior securities during the interim period ended February 29, 2012. ITEM 4 - MINE SAFETY DISCLOSURE ITEM 5 - OTHER INFORMATION 22 <PAGE> ITEM 6 - EXHIBITS Exhibit No. Document Description --- -------------------- 31.1 Certification of Ceo Pursuant to 18 U.s.c. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-oxley Act of 2002. 31.2 Certification of Cfo Pursuant to 18 U.s.c. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-oxley Act of 2002. 32.1* Certification of Ceo Pursuant to 18 U.s.c. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-oxleyact of 2002. 32.2* Certification of Cfo Pursuant to 18 U.s.c. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-oxleyact of 2002. 101** Interactive data files pursuant to Rule 405 of Regulation S-T. ---------- * This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. ** To be filed by Amendment. 23 <PAGE> SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DoMark International, Inc., a Nevada corporation Title Name Date Signature ----- ---- ---- --------- <S> <C> <C> <C> Principal Executive Michael Franklin April 23, 2012 /s/ Michael Franklin Officer ----------------------------------- In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Name Title Date --------- ---- ----- ---- /s/ Michael Franklin Michael Franklin Principal Executive Officer and April 23, 2012 ---------------------------- Director /s/ Michael Franklin Michael Franklin Principal Financial Officer and April 23, 2012 ---------------------------- Principal Accounting Officer 24 <PAGE> EXHIBIT INDEX Exhibit No. Document Description --- -------------------- 31.1 Certification of Ceo Pursuant to 18 U.s.c. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-oxley Act of 2002. 31.2 Certification of Cfo Pursuant to 18 U.s.c. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-oxley Act of 2002. 32.1* Certification of Ceo Pursuant to 18 U.s.c. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-oxleyact of 2002 32.2* Certification of Cfo Pursuant to 18 U.s.c. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-oxleyact of 2002. 101** Interactive data files pursuant to Rule 405 of Regulation S-T. ---------- * This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. ** To be filed by Amendment.

PINX:DOMK Domark International, Inc. Quarterly Report 10-Q Filling

Domark International, Inc. PINX:DOMK Stock - Get Quarterly Report SEC Filing of Domark International, Inc. PINX:DOMK stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

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PINX:DOMK Domark International, Inc. Quarterly Report 10-Q Filing - 2/29/2012
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