PINX:DOMK Quarterly Report 10-Q Filing - 8/31/2012

Effective Date 8/31/2012

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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 August 31, 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.) 254 S Ronald Reagan Blvd, Ste 134 Longwood, FL 32750 (Address of principal executive offices) 321-250-4996 (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] As of August 31, 2012, there were 29,540,298 shares of Common Stock, $0.001 par value per share, issued and outstanding and there were 50,000 shares of Preferred Stock A, $0.001 par value per share, issued and outstanding Preferred Stock B, $0.001 par value per share and zero shares issued and outstanding. <PAGE> EXPLANATORY NOTE This Form 10-Q of Domark International, Inc.'s (the "Company") reflects the status and operations of the Company and its three (3) subsidiaries, Solawerks Inc ("Solawerks"), Musclefoot Inc. ("Musclefoot") and Domark Canada Inc. ("Domark Canada") as of August 31, 2012. During the quarter the company hired a new Chief Executive Officer, Andrew Ritchie and a new Vice President - Business Development, Patrick Johnson. The new management team sets about reviewing the company operations and restructuring initiatives. The main operation of the company has been the sale of our Apple iPhone and iPad solar battery charging covers through our subsidiary Solawerks. The Company formed a new subsidiary named Musclefoot Inc. in June of this year. The main purpose of this subsidiary is to sell our new licensed, patented and FDA approved shoe insole from Barefoot Science, Inc. The Company has spent the first quarter building new websites, media campaigns, retail sales strategy, affiliate programs and building a world class infrastructure to support the sales of our products. We then tested the new sites and media campaigns in various media channels. After analyzing and adapting the initial results of our offerings, we are now well positioned for a full media launch the Company's products in the run-up to Holiday Season. The Company has also invested in developing the next generation of iPhone and iPad solar chargers. These will be ready to be launched within the 2nd quarter. The management has also been reviewing the Company's past financial history, including share and debt structure in order to ensure that the best capital structure is utilized by the Company going forward. 2 <PAGE> DOMARK INTERNATIONAL, INC. INDEX TO FORM 10-Q FILING FOR THE THREE MONTHS ENDED AUGUST 31, 2012 TABLE OF CONTENTS PAGE ---- PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements (unaudited) 4 Consolidated Balance Sheets 4 Consolidated Statements of Operations 6 Consolidated Statements of Cash Flows 7 Notes to Consolidated Financial Statements 8 Item 2. Management Discussion & Analysis of Financial Condition and Results of Operations 16 Item 3. Quantitative and Qualitative Disclosures About Market Risk 18 Item 4. Controls and Procedures 18 PART II - OTHER INFORMATION Item 1. Legal Proceedings 19 Item 1A. Risk Factors 20 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20 Item 3. Defaults Upon Senior Securities 20 Item 4. Mine Safety Disclosure 20 Item 5. Other information 20 Item 6. Exhibits 20 3 <PAGE> PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS DOMARK INTERNATIONAL INC. (A development stage company) CONSOLIDATED BALANCE SHEETS (unaudited) August 31, 2012 May 31, 2012 --------------- ------------ (unaudited) (audited) ASSETS CURRENT ASSETS Cash $ 29,052 $ 52,269 Inventory 13,611 -- Prepaid expenses 95,877 4,897 Prepaid Licensee fee 2,000,000 -- ---------- ---------- TOTAL CURRENT ASSETS 2,138,540 57,166 ---------- ---------- OTHER ASSETS Deferred financing costs 10,000 24,799 Website development costs, net -- 2,250 XSE license, net 9,266 9,635 Prepaid Licensee fees long-term 3,605,480 -- ---------- ---------- TOTAL OTHER ASSETS 3,624,746 36,684 ---------- ---------- TOTAL ASSETS $5,763,286 $ 93,850 ========== ========== The accompanying notes are an integral part of these consolidated financial statements. 4 <PAGE> DOMARK INTERNATIONAL INC. (A development stage company) CONSOLIDATED BALANCE SHEETS (CONTINUED) (unaudited) LIABILITIES AND STOCKHOLDERS' DEFICIENCY August 31, 2012 May 31, 2012 --------------- ------------ <S> <C> <C> CURRENT LIABILITIES Accounts payable and accrued expenses $ 138,580 $ 89,164 Accounts payable - related party 40,808 15,366 Notes payable 545,645 545,645 ------------ ------------ TOTAL CURRENT LIABILITIES 725,033 650,175 ------------ ------------ LONG-TERM LIABILITIES Due to affiliate and shareholder 154,772 1,000 ------------ ------------ Total Long-term Liabilities 154,772 1,000 ------------ ------------ TOTAL LIABILITIES 879,755 651,175 ------------ ------------ STOCKHOLDERS' DEFICIT Convertible preferred stock series A, $0.001 par value, Authorized: 2,000,000 Issued: 50,000 and 50,000 as of August 31, 2012 and May 31, 2012, respectively 50 50 Convertible preferred stock series B, $0.001 par value, -- -- Authorized: 10,000,000 Common Stock, $0.001 par value, Authorized: 200,000,000 Issued: 29,540,298 and 29,005,298, respectively 29,540 29,005 Common stock payable 818,000 738,000 Preferred Series B stock payable 6,000,000 -- Additional paid-in capital 32,046,149 31,499,031 Accumulated deficit (26,850,830) (26,850,830) Accumulated Deficit during development stage (7,159,378) (5,972,579) ------------ ------------ TOTAL STOCKHOLDERS' DEFICIENCY 4,883,531 (557,326) ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 5,763,286 $ 93,850 ============ ============ The accompanying notes are an integral part of these consolidated financial statements. 5 <PAGE> DOMARK INTERNATIONAL INC. (A development stage company) CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) For the cumulative period during the Development Stage For the For the from Three Months Three Months October 21, 2009 Ended Ended to August 31, 2012 August 31, 2011 August 31, 2012 --------------- --------------- --------------- <S> <C> <C> <C> REVENUE $ 20,345 $ -- $ 40,274 Cost of sales 22,976 -- 71,485 ------------ ------------ ------------ Gross Profit (2,631) -- (31,211) General and administrative expenses 788,647 137,589 6,600,606 Research and development -- -- 45,607 Bad debt expense 1,000 -- 101,000 Impairment of asset -- -- 10,000 Impairment of goodwill -- -- 10,000 Forgiveness of debt -- -- 4,000 License Fees 394,520 -- 394,520 ------------ ------------ ------------ Operating Loss (1,186,799) (137,589) (7,188,945) Other Income -- -- 29,567 ------------ ------------ ------------ Net Loss $ (1,186,799) $ (137,589) $ (7,159,378) ============ ============ ============ Net loss per share, basic and diluted $ (0.04) $ 0.00 $ (0.25) ============ ============ ============ Weighted average common shares outstanding 29,350,896 36,953,743 29,035,724 ============ ============ ============ The accompanying notes are an integral part of these consolidated financial statements. 6 <PAGE> DOMARK INTERNATIONAL INC. (A development stage company) CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) For the Cumulative Period During The Development Stage For the For the from Three Months Three Months October 21, 2009 Ended Ended to August 31, 2012 August 31, 2011 August 31, 2012 --------------- --------------- --------------- <S> <C> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(1,186,799) $ (137,589) $(7,159,378) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,619 1,968 13,458 Amortized finance cost 14,799 -- 50,000 Non cash interest -- -- 5,645 Impairment of assets -- -- 10,000 Bad debt expense -- -- 1,000 Common stock issued as compensation and for expenses 920,175 28,153 5,544,485 Gain on sale of assets -- -- -- Forgiveness of debt -- -- (4,000) Changes in operating assets and liabilities: Decrease prepaid exp and other current assets 11,020 -- 11,020 Increase inventory (13,611) -- (30,537) Decrease in deferred financing costs -- (3,516) (3,516) Increase in accounts payable 49,416 26,000 288,351 Increase in accounts payable-related party 25,442 -- 40,808 Increase in accrued expenses -- 14,426 -- ----------- ----------- ----------- NET CASH USED IN OPERATING ACTIVITIES (176,939) (70,558) (1,230,149) CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for licensing -- -- (35,000) Cash paid for web development -- (4,000) (7,500) Cash paid for furniture and equipment -- -- (4,000) ----------- ----------- ----------- NET CASH FLOWS USED IN INVESTING ACTIVITIES -- (4,000) (46,500) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds received from shareholder loans 153,722 5,000 1,048,122 Payment on shareholder loans -- (19,273) (125,478) Proceeds received from notes payable -- -- 480,000 Payments made on notes payable -- -- (100,470) ----------- ----------- ----------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 153,722 70,727 1,302,174 Net increase (decrease) in cash and cash equivalents (23,217) (3,831) 25,525 Cash and cash equivalents - beginning of period 52,269 4,587 3,527 ----------- ----------- ----------- CASH AND CASH EQUIVALENTS BALANCE END OF PERIOD $ 29,052 $ 756 $ 29,052 =========== =========== =========== SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Prepaid license fee $ 6,000,000 $ -- $ 6,000,000 Prepaid expenses $ -- $ -- $ (397,675) Inventory $ -- $ -- $ (16,926) Fixed assets, net of depreciation $ -- $ -- $ (3,868) Website costs, net of amortization $ -- $ -- $ (1,167) License, net of amortization $ -- $ -- $ (24,432) Accounts payable $ -- $ -- $ 19,257 Payroll & related liabilities $ -- $ -- $ 249,631 Due to affiliate and shareholder $ -- $ -- $ 929,738 Return of preferred shares, par value $ -- $ -- $ 50 Return of common stock, par value $ -- $ -- $ 9,772 Additional capital contributed in excess of net assets sold $ -- $ -- $ (764,380) The accompanying notes are an integral part of these consolidated financial statements. 7 <PAGE> DOMARK INTERNATIONAL INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Quarter Ended August 31, 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 an 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 Notes 7 - Contingencies & Item II, Other Information below). HISTORY AND GENERAL OVERVIEW On February 29, 2012, the Company formed a new wholly owned subsidiary, Solawerks Inc. in the state of Nevada, for the purposes of entering the business of marketing specialized solar consumer electronics. Solawerks' current focus is to develop and distribute the SolaPad: a combined cover and charging system for Apple's iPad, and the SolaCase: a combined cover and charging system for all versions of Apple's iPhone. Solawerks competes in a market that also includes 3D Systems (DDD), Dell (DELL) and Hewlett Packard (HPQ). During the last half of 2009, the Company sold two of its operating subsidiaries, Javaco, Inc. and ECFO Corporation and effected rescissions of acquisition transactions on the remainder of its operating businesses. Between October 2009 and May 2011, the Company had no material ongoing operations. The business of the Company during the period from October 2009 through May 2011 was to seek out new acquisitions and to conduct the litigation with Victory Lane. On March 5, 2012, the Company entered into an Asset Purchase Agreement with its then controlling shareholder, R. Thomas Kidd, for the sale of Armada, and certain assets related thereto. On May 26, 2012, the Company hired a new Chairman and President Brent Strasler. He then hired a new Chief Executive Officer Andrew Ritchie on 12 June 2012. The Company then strengthened the executive team by adding Patrick Johnson as VP - business development. On May 31, 2011, the Company formed a wholly owned subsidiary, Armada Sports & Entertainment, Inc. Armada is a sports marketing and Management Company engaged in owning, developing, and conducting made-for-television sports and entertainment events. On March 5, 2012, the Company entered into an Asset Purchase Agreement with its then controlling shareholder, R. Thomas Kidd, for the sale of Armada, and certain assets related thereto. In June 2012, the Company entered into a retail sales strategy with North American retail specialist Chic and Savvy. During the 1st quarter, they attended many retail sales exhibitions throughout Canada. On June 20, 2012, the Company formed a new wholly owned subsidiary, Musclefoot Inc. in the state of Nevada for the purpose of distributing, marketing, and acting as sales agent for the patented foot care system, Barefoot Science. This entity is currently in default under the Nevada Secretary of State. On July 20, 2012, the Company formed a new wholly owned subsidiary, Domark Canada Inc. in the province of Ontario for the purpose of supporting the corporate operations based in Toronto, Ontario Canada. The Company then endorsed world champion triple jumper Will Claye, and US Olympian Nick Simmons prior to the London 2012 Olympic Games. This was part of a strategy to obtain global exposure and align brands with world class sports professionals. We then sponsored several UFC championship contenders. 8 <PAGE> 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. NOTE 2. GOING CONCERN 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. The Company has consolidated losses from operations of ($1,186,799) for the 3 months ending August 31, 2012 compared to a loss of ($137,589) for the same period ending August 31, 2011. Furthermore, the Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the financial 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 consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles ("GAAP") for financial 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 three months ended August 31, 2012 are not necessarily indicative of the results that may be expected for the year ending May 31, 2013. 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 and has recognized no revenue and devotes substantially all of its efforts on establishing its online retail and product development business. Its planned principal operations in advancing its online product development business have commenced. All losses accumulated since inception have been considered a 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. The primary management estimates included in these financial statements is the licensing fees, stock option valuation and the fair value of its stock tendered in various non-monetary transactions. 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 August 31, 2012, cash and cash equivalents included cash on hand and cash in the bank. 9 <PAGE> INVENTORIES Inventories consist of retail products which are stated at the lower of cost or market. Cost is determined by the specific identification method. 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. PRINCIPLES OF CONSOLIDATION The accompanying financial statements represent the consolidated financial position and results of operations of the Company and include the accounts and results of operations of the Company and its subsidiaries. The accompanying financial statements include the active entity of Domark International, Inc. and its wholly owned subsidiaries, Musclefoot Inc., Solawerks Inc and Domark Canada Inc. The Company has relied upon the guidance provided by Statements of Financial Accounting Standards, ASC 810-10-15-3. STOCK-BASED COMPENSATION The Company accounts for share based payments in accordance with ASC 718, Compensation - Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. In accordance with ASC 718-10-30-9, Measurement Objective - Fair Value at Grant Date, the Company estimates fair value of the award using a valuation technique. For this purpose, the Company uses the Black-Scholes option pricing model. The Company believes the model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. Compensation cost is recognized over the requisite service period which is generally equal to the vesting period. Upon exercise, shares issued will be newly issued shares from authorized common stock. ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees for goods or services. Under this transition method, stock compensation expenses includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with provisions of ASC 505. 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 August 31, 2012, options and warrants were outstanding and have been valued using Black-Scholes. 10 <PAGE> RESEARCH AND DEVELOPMENT All research and development expenditures are expensed as incurred. There was no R&D cost incurred during the Quarter. REVENUE RECOGNITION The Company recognizes revenues when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Inventory is capitalized and costs of sales are recognized during the period in which the sales occurred. The Company derived its revenues for the period through internet sales of our solar charging units. The Company recognized these sales once delivery is made from the warehouse (FOB shipping point). NOTE 5. RELATED PARTY TRANSACTIONS On February 29, 2012 the Company executed a Memorandum of Agreement with Xiamen Tiauyang Neng Gongsi and Michael Franklin related to the acquisition of certain exclusive worldwide licensing and joint patent rights. On May 25, 2012, the Company entered into an employment agreement with an effective date of June 1, 2012 with its newly appointed President, R. Brentwood Strasler, for a period of no less than three years. Mr. Strasler is entitled to an annual salary of $150,000 and 100,000 stock purchase warrants exercisable to purchase common shares of the Company at $1.00 per share. The warrants are exercisable for a three year period and can be vested quarterly on a pro rata basis over twelve months from the date of issue. Additionally, Mr. Strasler will be enrolled in a long term Executive Option Plan no later than three months after the effective date of the employment agreement and is entitled to term life insurance in the face amount of $2,500,000, payable to the beneficiary designated by Mr. Strasler. The warrants awarded will be valued in accordance with ASC 718-10-30-9, Measurement Objective - Fair Value at Grant Date. The Company estimates fair value of the award using the Black-Scholes option pricing model. The Company is indebted to Michael Franklin, previously President of our wholly owned subsidiary Solawerks, Inc., in the amount of $1,000 for monies advanced to the Company to initiate the initial opening of the Sun Trust bank account. This loan is non-interest bearing and payable upon demand. 11 <PAGE> NOTE 6. SHAREHOLDERS' EQUITY * On May 25, 2012, - R Brentwood Strasler was appointed as Chairman and President / Director, with an annual compensation of $150,000 and 150,000 share options at $1.00 which will vest in one year on a quarterly basis. The Company valued the options using the Black-Scholes valuation model. As of the grant date the options were valued at $175,419. DoMark International Inc. Announces Appointment of New President * On Jun 18, 2012, - Andrew Ritchie was appointed as Chief Executive Officer/ Director with an annual Compensation of $240,000 and 250,000 share options at $1.00 which will vest in one year on a quarterly basis. The Company valued the options using the Black-Scholes valuation model. As of the grant date the options were valued at $175,414. DoMark International Inc. Announces Appointment of New Chief Executive Officer * On Jun 21, 2012, - Domark signed a contract with Barefoot-Science to become exclusive marketing direct sales distributor for North America. Barefoot - Science will be issued 2,500,000 shares of Preferred B shares of Domark International Inc. which are convertible at any time at request of holder into common A shares at a 1 Preferred Series B into 2 Common shares ratio. Shares will hold a six month restriction under 144 rules. The shares have been valued at $6,000,000 USD which will be expensed over the term of the agreement (3 years). As of August 31, 2012, $394,520 USD has been expensed. DoMark International, Inc. Enters Into Multi-Billion Dollar Footwear and Foot Care Markets with Industry Changing Technology From Barefoot Sciences Inc. * On Jun 26, 2012, - Patrick Johnson was appointed as Vice President of Business Development, with an annual compensation of $84,000 and 100,000 share options at $1.00 which will vest in one year on a quarterly basis. The Company valued the options using the Black-Scholes valuation model. As of the grant date the options were valued at $116,946. DoMark International Inc. Announces Appointment of All-Star Athlete and Super Bowl Champion as VP - Corporate Development * On Jun 26, 2012,- RBL were appointed to look after all Domarks Social media campaigns. They were awarded a contract of $1,000 a month and were granted 20,000 free trading shares in Domark international valued at $23,400. DoMark International Inc. Announces Appointments RBL Communications as social media agent. * On July 11, 2012 - Ian Nuttall received an additional 425,000 shares as a consultant to Domark of Rule 144 common `A' stock in Domark International Inc. valued at $382,500. On Jul 19, 2012, - Domark signs Nick Symmonds to endorse Domark products for compensation of 100,000 shares of rule144 common A stock in Domark International Inc. valued at $68,000. DoMark Signs Five-Time American 800 m Champion Nick Symmonds to Endorsement Deal * On Jul 25, 2012, - Domark signs Will Claye to endorse Domark products for compensation of 50,000 shares of rule144 common A stock in Domark International Inc.valued at $34,000. 12 <PAGE> * Strasler. The warrants awarded will be valued in accordance with ASC 718-10-30-9, Measurement Objective - Fair Value at Grant Date. The Company estimates fair value of the award using the Black-Scholes option pricing model. Since the effective date of the grant is June 1, 2012, the Company did not realize or record an estimated fair value of the warrants and therefore there is no impact to the financial statements for the fiscal period ending May 31, 2012. Our common stock is traded in the over-the-counter market, and quoted in the National Association of Securities Dealers Inter-dealer Quotation System ("Electronic Bulletin Board) and can be accessed on the Internet at www.otcbb.com under the symbol "DOMK.OB". As of August 31, 2012, there were 29,540,298 shares of our common stock outstanding and 50,000 shares of Preferred Series A (1000:1 conversion)and 2,500,000 shares of Preferred Series B (2:1 conversion). There were approximately 84 shareholders of record of the Company's common stock. NOTE 7. 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, a dispute arose between the Company and Victory Lane regarding alleged mis-representations 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 Victor 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 13 <PAGE> 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. NOTE 8. COMMITMENTS * On Jul 16, 2012, - Leading specialist Sports physio was appointed to Domarks advisory committee with a signing agreement of $10,000. DoMark International Inc. Appoints Sean Pena to Advisory Committee * On Jun 28, 2012, - Domark donates a Noraxon foot Scanner to Sean Penna to assist in the training of the U.S Olympic team. The machine cost $19,495, and is being purchased through a rental buy agreement of $895 a month. Donates Performance Enhancing Technology by Noraxon to Assist Physio Expert to World's Top Track Athletes in Preparation for the 2012 Olympic Games 14 <PAGE> NOTE 9. LIABILITIES & NOTES PAYABLE On February 29, 2012, Company entered into a Promissory Note with R. Thomas Kidd, our then 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 consolidating the aforementioned debt, the Company is now obligated under a single Promissory Note dated February 29, 2012 in the aggregate principle amount of $355,645 along with $2,689 in accrued interest. The Note is due on October 15, 2012 and accrues interest at 3% per annum. In addition, R Thomas Kidd executed a Personal Guarantee of the Note, whereby Kidd guarantees the payment of $100,000 of the principle balance in an Event of Default pursuant to Article III of the Note. MASTER CREDIT AGREEMENTS On March 2, 2012, the Company entered into a Master Credit Agreement with Infinite Funding, Inc. which provides for a non-revolving line of credit. 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 8% per year, becomes payable one year after the date of the advance received. Infinite Funding has amended the Master Credit Agreement, increasing the amount of the Lending Facility from $150,000 to $200,000. As of May 31, 2012, the Company received $190,000 in advances and the Company has accrued $1,375 in interest. As of August 31, 2012, the company has received additional loans in the amounts of $49,470 USD and $104,252 USD. 15 <PAGE> ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the current plans of our management. This report includes forward-looking statements. Generally, the words "believes", "anticipates", "may", "will", "should", "expect", "intend", "estimate", "continue", and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements. The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10-Q. RECENT DEVELOPMENTS On February 29, 2012, the Company formed a new wholly owned subsidiary, Solawerks, Inc. in the state of Nevada, for the purposes of entering the business of marketing specialized solar consumer electronics. On February 29, 2012, the Company entered into a Memorandum of Agreement with Xiamen Taiyang Neng Gongsi and Michael Franklin. For and in consideration of the payment of an initial license fee of $10,000, and for the future payment of royalties, Xiamen granted an exclusive worldwide license and joint patent rights to Domark International, Inc. for a solar charging case for IPAD, including IPAD 3. There is no prior business relationship with Xiamen, or any of its officers or directors. On March 5, 2012, the Company entered into an Asset Purchase Agreement with its controlling shareholder, R. Thomas Kidd, for the sale of its wholly owned subsidiary, Armada/The Golf Championships, and certain assets related thereto. As consideration, the Mr. Kidd returned 9,771,500 shares of common stock to treasury. On March 5, 2012, Michael Franklin purchased 50,000 shares of the Company's Series A Preferred Stock from R Thomas 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, 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. 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. As of March 29, 2012, our prior CEO, Tom Kidd, returned to the Company's treasury, 50,000 shares of its Series A Preferred Stock and 9,771,500 shares of its Common Stock. These shares were then cancelled. There are 50,000 issued and outstanding shares of the Company's Series `A' Preferred Stock, owned by the Company's CEO, Michael Franklin. Effective May 25, 2012, Michael Franklin, 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. Franklin at the time of his resignation from the Board of Directors. On May 25, 2012, the Company's Shareholders appointed R. Brentwood Strasler as sole Director, President and Corporate Secretary. On June 1, 2012, the Company hired a new CEO, Andy Ritchie. 16 <PAGE> On June 1, 2012, the Company hired a new VP Business Development, Patrick Johnson. On June 20, 2012, the Company signed a long term 3 year license agreement with Barefoot Science. The agreement provided Barefoot with 2,500,000 shares of preferred shares convertible to 2 shares of common for every preferred share held in exchange for rights to Barefoot Science technologies. LIQUIDITY AND CAPITAL RESOURCES Our 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 in fiscal years 2012 and 2011 from the sale of our common stock. 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 by operating activities for the three month period ending August 31, 2012 was ($176,939) compared to $(70,558) for the same period 2011. Depreciation and amortization expense for the quarter was $2,619 as compared to $1,968 for period ending August 31, 2011. Cash used in investing activities was $0 for the three month period ending August 31, 2012 compared to $(4,000) for the period ending August 31, 2011. Cash provided by financing activities was $153,722 for the period versus $70,727 for the three month period ending August 31, 2011. Financing activities consisted of cash received from shareholders and notes payable. OTHER CONSIDERATIONS There are numerous factors that affect the Company's 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 services, the level and intensity of competition in the, and our ability to continue to improve our infrastructure, including personnel and systems, to keep pace with our anticipated rapid growth in the development of our business. QUARTER ENDED AUGUST 31, 2012 The Company had $20,345 in total revenues for the quarter ended August 31, 2012. Revenues earned for the period were related to sales through the Company's wholly owned subsidiaries Solawerks Inc. $15,752 and Musclefoot Inc. $4,593. General and administrative expenses for the quarter increased to $788,647 from $137,589 for the same period in 2011. The increase is primarily related to salaries and expenses during the period the Company was developing its internet sites. In addition, the Company incurred significant expense in stock compensation and advertising relating to the development of Solawerks Inc. and Musclefoot Inc., the Company's wholly owned subsidiaries. Licensing fees increased by $394,520. Interest expense for the three months ending August 31, 2012 was $0. The Company's operations during fiscal 2012 were funded through interest free, demand notes from shareholders and short term loans financed through Infinite Funding. As of August 31, 2012, the Company is indebted to a shareholder in the amount of $154,772 and to Infinite Funding in the aggregate of $545,645 plus interest. The operating loss for the quarter amounted to ($1,186,799) or a Net loss per share of $0.04 vs. a Net loss per share of $0.00 for the same 3 month period in 2011. 17 <PAGE> ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable to smaller reporting companies. ITEM 4 - CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Our management team, under the supervision and with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), as of the last day of the fiscal period covered by this report, August 31, 2012. The term disclosure controls and procedures means our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of August 31, 2012. Our principal executive officer and our principal financial officer, are responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Management is required to base its assessment of the effectiveness of our internal control over financial reporting on a suitable, recognized control framework, such as the framework developed by the Committee of Sponsoring Organizations ("COSO"). The COSO framework, published in INTERNAL CONTROL-INTEGRATED FRAMEWORK, is known as the COSO Report. Our principal executive officer and our principal financial officer have chosen the COSO framework on which to base its assessment. Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of August 31, 2012. There were no changes in our internal control over financial reporting that occurred during the fiscal year ended August 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management will periodically reevaluate this situation. 18 <PAGE> PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS On May 21, 2009, the Company entered into an 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, a dispute arose between the Company and Victory Lane regarding alleged miss-representations 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 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 Victor 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 Mr. Kidd has 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. On January 24, 2012, the Company was made aware by the Chief Executive Officer of the Company, that a complaint had 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 owed to our Chief Executive Officer and his wife. On January 23, 2012, the Trustee's Motion for Approval and Notice of Compromise was filed to obtain the approval of the court of a settlement of the matters that were the subject of the complaint. On April 24, 2012, the Company was advised that the complaint, which was never served, was dismissed with prejudice by the US Trustee. 19 <PAGE> ITEM 1A - RISK FACTORS Not required. ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. 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 None. ITEM 5 - OTHER INFORMATION None. 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. 20 <PAGE> SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized. DOMARK INTERNATIONAL, INC. Registrant By: /s/ Andrew Ritchie ---------------------------------- Andrew Ritchie Chief Executive Officer Date: October 22, 2012 By: /s/ Andrew Ritchie ---------------------------------- Andrew Ritchie Principal Financial Officer Date: October 22, 2012 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 22nd day of October. /s/ Andrew Ritchie ---------------------------------- Andrew Ritchie Chief Executive Officer /s/ Andrew Ritchie ---------------------------------- Andrew Ritchie Principal Financial Officer 21

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.

PINX:DOMK Quarterly Report 10-Q Filing - 8/31/2012
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