Domark International (DOMK) 10-Q 2014 Q1 Quarterly report

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, 2013

¨ 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

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, 2013, there were 74,429,054 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 and there are zero shares of Preferred Stock B, $0.001 par value per share, issued and outstanding.

DOMARK INTERNATIONAL, INC.

TABLE OF CONTENTS

		PAGE
PART I -	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)		3
	Consolidated Balance Sheets		3
	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		17
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		21

2

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

DOMARK INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

ASSETS

	August 31, 2013		May 31, 2013
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	13,663	$	20
Prepaid expenses		17,822		17,823
TOTAL CURRENT ASSETS		31,485		17,843
INVESTMENTS		915,402		-
OTHER ASSETS
Loan receivable from consultant		36,203		-
Patents		75,500		40,000
License, net of accumulated amortization of $2,188 and $1,828, respectively		7,822		8,182
TOTAL OTHER ASSETS		119,525		48,182
TOTAL ASSETS	$	1,066,412	$	66,025

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

3

DOMARK INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

	August 31, 2013			May 31, 2013
	(Unaudited)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	198,670		$	209,179
Loans payable to consultants and stockholders		245,393			45,288
Convertible notes payable (net of unamortized discounts of $248,498 and $59,301, respectively)		105,502			148,691
Derivative liability for convertible notes payable		520,852			237,578
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES		1,070,417			640,736
STOCKHOLDERS'EQUITY (DEFICIT)
Preferred stock, $0.001 par value, authorized 10,000,000 shares:
Series A convertible preferred stock-issued and outstanding 50,000 shares		50			50
Common stock, $0.001 par value, authorized 200,000,000 shares:
issued and outstanding 74,429,054 and 54,615,298 shares, respectively		74,429			54,615
Common stock payable		858,000			858,000
Additional paid in capital		42,130,942			40,816,440
Accumulated deficit		(26,850,830	)		(26,850,830	)
Accumulated deficit during development stage		(16,216,596	)		(15,452,986	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(4,005	)		(574,711	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,066,412		$	66,025

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

4

DOMARK INTERNATIONAL, INC.

(A DEVELOPMENT STATE COMPANY)

CONSOLIDATEDSTATEMENTS OF OPERATIONS

(UNAUDITED)

	For the three months ended August 31, 2013			For the three months ended August 31, 2012			October 21, 2009 (development stage) to August 31, 2013
Sales	$	-		$	20,345		$	57,864
Cost of sales		-			22,976			80,284
Gross profit		-			(2,631	)		(22,420	)
Operating expenses:
General and administrative		259,443			375,479			1,932,325
Stock-based compensation		453,825			410,550			7,321,341
Research and development		-			-			45,609
Amortization of  Barefoot-Science license fee		-			394,520			1,394,520
Impairment of Barefoot-Science license fee		-			-			4,605,480
Depreciation and amortization		360			2,619			14,901
Impairment of other assets		-			-			20,000
Bad debts expense		-			1,000			101,456
Loss on settlement of debt		-			-			409,903
Total operating expenses		713,628			1,184,168			15,845,535
Loss from operations		(713,628	)		(1,186,799	)		(15,867,955	)
Other income (expense):
Other income		-			-			29,567
Revaluation of derivative liability for convertible notes		14,976			-			(222,602	)
Interest expense		(64,958	)		-			(155,606	)
Total other income (expense)		(49,982	)		-			(348,641	)
Net loss	$	(763,610	)	$	(1,186,799	)	$	(16,216,596	)
Net loss per common share, basic and diluted	$	(0.01	)	$	(0.04	)
Weighted average common shares outstanding		64,522,176			29,350,896

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

5

DoMark International, Inc.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the three months						For the cumulateive period during the Development Stage from October 21, 2009 to
	August 31, 2013			August 31, 2012			August 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(763,610	)	$	(1,186,799	)	$	(16,216,596	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depeciation and amortization		360			2,619			14,901
Amortization of deferred finance costs		-			14,799			60,000
Common stock issued a compensation		453,825			920,175			7,321,341
Non cash interest		64,958			-			70,603
Loss (gain) on derivative valuation		(14,976	)		-			222,602
Amortization of prepaid license fees		-			-			1,394,520
Impairment of assets		-			-			4,615,480
Loss on settlement of debt		-			-			409,903
Changes in  operating assets and liabilities:
Inventory - tv production		-			(13,611	)		(16,926	)
Prepaid expenses		1			11,020			(12,925	)
Accounts payable and accrued expenses		(10,509	)		49,416			367,975
Accounts payable -related party		-			25,442			15,366
Net cash in operating activities		(269,951	)		(176,939	)		(1,753,756	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for licensing		-			-			(35,000	)
Cash paid for furniture & equipment		-			-			(4,000	)
Cash paid for web development		-			-			(7,500	)
Cash paid for investments		(117,902	)		-			(117,902	)
Casj paid for loan receivable from consultant		(36,203	)		-			(36,203	)
Net cash flows used in investing activities		(154,105	)		-			(200,605	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable		282,500			-			392,500
Advances from related paties		155,199			153,722			1,242,887
Payments made on notes payable - related parties		-			-			(126,478	)
Proceeds received from notes payable		-			-			556,058
Payments made on notes payable		-			-			(100,470	)
Net cash provided by financing activities		437,699			153,722			1,964,497
Net increase(decrease) in cash and cash equivalants		13,643			(23,217	)		10,136
CASH BALANCE BEGINNING OF PERIOD		20			52,269			3,527
CASH BALANCE END OF PERIOD	$	13,663		$	29,052		$	13,663
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Prepaid licensing fee	$	-		$	6,000,000		$	6,000,000
Shares issued for note payable settlement	$	147,491		$	-		$	295,491
Shares issued for patent acquisition	$	35,500		$	-		$	75,500
Shares issued for 19% equity interest in Imagic Ltd	$	697,500		$	-		$	697,500

The accompanying notes are an integral parts of these consolidated financial statements.

6

 

DOMARK INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE THREE MONTHS ENDED AUGUST 31, 2013

AND 2012 AND FOR THE PERIOD OCTOBER 21, 2009(INCEPTION OF DEVELOPMENT STAGE) TO AUGUST 31, 2013

(Unaudited)

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. During 2008 and 2009, the Company acquired several operating businesses. On May 21, 2009, the Company entered into an acquisition agreement (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.

On March 5, 2012, the Company entered into an Asset Purchase Agreement with its then controlling shareholder, R. Thomas Kidd, for the sale of the Company’s subsidiary Armada Armada/The Golf Championships and certain assets related thereto. The Company relied upon ASC 860-20-25, and ASC 860-20-40 to record the sale. Fair value of the transaction is measured at fair value of the assets less any liabilities sold.

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).

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 of Barefoot Science. This entity is currently in default with 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 Company’s corporate operations based in Toronto, Ontario, Canada.

On February 28, 2013, the Company entered into a Memorandum of Understanding to purchase 44% of Zaktek Ltd. (“Zaktek”). Zaktek’s main product is the phonepad+, an Apple Inc. approved tablet device that works with smartphones, including the Apple iPhone® and Samsung Galaxy products to improve functionality including video and gaming abilities.

7

On April 23, 2013, the Company received notification that Zaktek was ending discussions in regards to the definitive purchase agreement with DoMark.

On June 11, 2013, the Company then purchased 100% of South Hill Ltd., an English private limited company, which owns approximately 19% of Zaktek.

NOTE 2 - GOING CONCERN

The accompanying consolidated 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 year-end losses from operations of $6,745,015 and $5,533,923 for the years ended May 31, 2013 and 2012, respectively. 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 consolidated 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 audited 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.

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 minimal revenue and devotes substantially all of its efforts on consumer electronic businesses. Its planned principal operations in developing its sports business have commenced. All losses accumulated since October 21, 2009 have been considered as part of the Company's development stage activities.

8

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated 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 consolidated financial statements include the active entity of DoMark International, Inc. and its wholly owned subsidiaries, DoMark Canada, Inc., Solawerks, Inc., Musclefoot, Inc., and South Hill Ltd. The Company has relied upon the guidance provided by Statements of Financial Accounting Standards, ASC 810-10-15-3.

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 are 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, 2013 and May 31, 2013, cash and cash equivalents included cash on hand and cash in the bank.

NET LOSS PER COMMON SHARE

Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Dilutive securities having an anti-dilutive effect on diluted net loss per common share are excluded from the calculation.

For the three months ended August 31, 2013 and 2012, diluted common shares outstanding excluded the following dilutive securities as the effect of their inclusion was anti-dilutive:

	Three Months Ended August 31,
	2013		2012
Convertible notes payable		13,435,345		-
Series A convertible preferred stock		50,000,000		50,000,000
Warrants		850,000		350,000
Total		64,285,345		50,350,000

9

INTANGIBLE ASSETS

Intangible assets are carried at cost less accumulated amortization. Amortization is recorded over the estimated useful lives of the respective assets.

IMPAIRMENT OF LONG-LIVED ASSETS

In accordance with ASC Standard 360-10-40, long-lived assets, such as property, plant, and equipment, and purchased intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

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 the fair value of the award using a valuation technique. For this purpose, the Company uses the Black-Scholes option pricing model. The Company believes this 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 method, stock compensation expense 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 the provisions of ASC 505.

RESEARCH AND DEVELOPMENT

All research and development expenditures are expensed as incurred.

REVENUE RECOGNITION

The Company recognizes revenues when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured.

10

NOTE 5 – INVESTMENTS

Investments consist of:

	August 31, 2013		May 31, 2013
Imagic Ltd. - 19% equity interest - at cost (7,500,000 shares of   DoMark common stock - $697,500, cash -$103,137, loans payable -$100,000)	$	900,637	$	-
Barefoot Science Products & Services Inc. - 15% equity interest		14,765		-
Total	$	915,402	$	-

On July 22, 2013, the Company closed on the acquisition of a 19% equity interest in Imagic Ltd. (“Imagic”). Imagic is a privately owned company registered in Gibraltar which owns proprietary product designs for its Digilink and Game Control products. Imagic shares are not quoted or traded on any securities exchange or in any recognized over-the counter market. Accordingly, it is not practicable to estimate the fair value of this investment.

On January 25, 2013, the Company executed an agreement with Barefoot Science Products & Services Inc. (“Barefoot Science”) which cancelled the Marketing and Distribution Agreement dated June 20, 2012 and which provided the Company a 15% equity interest in Barefoot Science. As a result, the Company recognized an impairment charge of $4,605,480 in the year ended May 31, 2013 to write off the remaining unamortized prepaid license fees at February 28, 2013 ($4,605,480). Barefoot Science has developed a patented foot strengthening system through insertion of an insole system or by incorporation right into the design of shoes. Barefoot Science shares are not quoted or traded on any securities exchange or in any recognized over-the counter market. Accordingly, it is not practicable to estimate the fair value of this investment.

NOTE 6 –LOANS PAYABLE TO CONSULTANTS AND STOCKHOLDERS

Loans payable to consultants and stockholders consist of:

	August 31, 2013		May 31, 2013
Consultant and stockholder	$	50,000	$	-
Consultant and stockholder		43,800		7,800
Chairman of DoMark		36,500		-
Chairman of Barefoot Science and affiliate		33,500		-
Consultant		12,996		-
Consultant		68,597		37,488
Total	$	245,393	$	45,288

The loans are informal and do not provide for interest or a stated maturity date.

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NOTE 7 – CONVERTIBLE NOTES PAYABLE

At August 31, 2013, convertible notes payable consisted of

Date of Note	Noteholder	Interest Rate			Maturity date	Principal Amount		Unamortized Debt Discount			Net Carrying Amount
01/30/13	Asher Enterprises, Inc.		8	%	11/01/13	$	39,000(a)	$	( 39,000	)	$	78,000
04/15/13	Asher Enterprises, Inc.		8	%	01/17/14		32,500(a)		27,111			5,209
06/11/13	Asher Enterprises, Inc.		8	%	03/03/14		32,500(a)		31,712			788
08/01/13	Continental Equities, LLC		12	%	08/01/14		30,000(b)		29,969			31
08/05/13	JSJ Investments, Inc.		10	%	02/05/14		25,000(c)		24,969			31
08/07/13	JMJ Financial Inc.		12	%	08/07/14		50,000 (d)		33,288			16,712
08/13/13	Black Mountain Equities, Inc.		10	%	05/13/14		50,000 (e)		45,459			4,541
08/26/13	Redwood Fund III		12	%	02/28/14		95,000 (f)		94,990			10
Totals						$	354,000	$	248,498		$	105,502

Legend

(a)At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 55% of the average of the two lowest closing prices during the 15 trading days prior to the notice of conversion.

(b)At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 50% of the average of the three lowest closing prices during the 30 trading days prior to the notice of conversion.

(c)At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.081 or 50% of the average of the three lowest closing prices during the 10 trading days prior to the notice of conversion.

(d)At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.085 or 60% of the lowest closing price during the 25 trading days prior to the notice of conversion.

(e)At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.08 or 50% of the lowest closing price during the 10 trading days prior to the notice of conversion.

(f)At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.0725 or 34% of the lowest closing price during the 20 trading days prior to the notice of conversion.

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NOTE 8 – STOCKHOLDERS’ EQUITY

Series A Convertible Preferred Stock

Each share of Series A Convertible Preferred Stock has 1000 voting rights and is convertible into 1000 shares of common stock.

Common Stock Issuances

On June 17, 2013, the Company issued 2,500,000 shares of common stock in satisfaction of a $50,000 loan payable.

On June 29, 2013, the Company issued 2,500,000 shares of common stock (valued at $250,000) to a consultant for services rendered.

On July 5, 2013, the Company issued 250,000 shares of common stock (valued at $22,500) to a consultant for website development services.

On July 9, 2013, the Company issued 75,000 shares of common stock (valued at $6,675) to a consultant for services rendered.

On July 17, 2013, the Company issued 500,000 shares of common stock (valued at $41,650) to a consultant for investor relations services.

On July 22, 2013, the Company issued 2,874,550 shares of common stock in satisfaction of a $57,491 loan payable.

On July 22, 2013, the Company issued 7,500,000 shares of common stock (valued at $697,500) in connection with the acquisition of a 19% equity interest in Imagic Ltd. See Note 5.

On August 15, 2013, the Company issued 500,000 shares of common stock (valued at $35,500) to Bioharmonics Technologies Corp. in connection with the acquisition of certain inventions and related patents and patent applications. See Note 9.

On August 26, 2013, the Company issued 2,000,000 shares of common stock (valued at $133,000) to a consultant for services rendered.

On August 28, 2013, the Company issued 1,114,206 shares of common stock to Asher Enterprises, inc. in satisfaction of $14,000 principal amount of convertible notes payable and $26,000 of fees. See Note 7.

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Warrants to Purchase Common Stock

A summary of warrant activity for the year ended May 31, 2013 and for the three months ended August 31, 2013 follows:

	Number of Warrants		Weighted Average Exercise Price
Outstanding at May 31, 2012		-	$	-
Granted		850,000		0.42
Exercised		-		-
Cancelled		-		-
Outstanding at May 31, 2013		850,000		0.42
Granted		-		-
Exercised		-		-
Cancelled		-		-
Outstanding at August 31, 2013		850,000	$	0.42

Warrants outstanding at August 31, 2013 consist of:

Date Granted	Number Outstanding		Exercise price		Expiration Date
May 25, 2012		100,000	$	1.00	May 25, 2015
June 12, 2012		150,000	$	1.00	June 12, 2015
June 26, 2012		100,000	$	1.00	June 26, 2015
January 1, 2013		500,000	$	0.01	January 1, 2015
Totals		850,000

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NOTE 9 –  COMMITMENTS AND CONTINGENCIES

License Agreements

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 of $5.00 per SolaPad unit sold, Xiamen granted an exclusive worldwide license and joint patent rights to the Company for a solar charging case for IPAD, including IPAD 3. The license under the Agreement expires on December 31, 2018.

On April 19, 2013, our subsidiary DoMark Canada Inc. executed an agreement with Bioharmonics Technologies Cop. (“Bioharmoniecs”). The agreement provided for the acquisition of certain inventions and related patents and patent applications in exchange for 500,000 shares of DoMark common stock (which was delivered April 19, 2013 and valued at $40,000) and $30,000 cash payable no later than October 17, 2013 (which was satisfied through the delivery of an additional 500,000 shares of DoMark common stock to Bioharmonics on August 15, 2013 valued at $35,500). The agreement also provides for a royalty obligation payable quarterly to Bioharmonics equal to 10% of the wholesale price for each unit using infrared and solar charging.

Employment Agreements

On May 25, 2012, the Company entered into an employment agreement with its President, R. Brentwood Strasler, for an indefinite period or until terminated. Mr. Strasler is entitled to an annual salary of $150,000 and 100,000 stock purchase warrants exercisable to purchase shares of common stock 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 is to be enrolled in a long term Executive Option Plan and is entitled to term life insurance in the face amount of $2,500,000, payable to the beneficiary designated by Mr. Strasler.

On June 15, 2012, the Company entered into an employment agreement with its Chief Executive Officer Andrew Ritchie, for an indefinite period or until terminated. Mr. Ritchie is entitled to an annual salary of $240,000 and 150,000 stock purchase warrants exercisable to purchase shares of common stock 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. Ritchie is to be enrolled in a long term Executive Option Plan and is entitled to term life insurance in the face amount of $2,500,000, payable to the beneficiary designated by Mr. Richie.

Lease Agreement

On August 1, 2013 the Company entered into an office lease in Toronto, Ontario, Canada for a five year period. The future lease commitments on this lease for the years ended May 31, are as follows:

2014	$	17,174
2015		22,899
2016		25,143
2017		25,593
2018		25,593
Total	$	116,402

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ITEM 2 - MANAGEMENT DISCUSSIONS 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

The main operations of the Company have been to search, negotiate and acquire ownership interests in companies with products at an advanced stage of their development or products already in production.

LIQUIDITY AND CAPITAL RESOURCES

Our operating requirements have been funded primarily through financing facilities, sales of our common stock, and loans from shareholders and 3rd party financiers. Currently, the Company's cash flows do not adequately support the operating expenses of the Company. We received $0 in the three months ended August 31, 2013 from the sale of our common stock. The Company will continue to require financing from loans and notes payable until such time as our business has generated income sufficient to carry our operating costs.

Cash used by operating activities for the three month period ended August 31, 2013 was $269,951 compared to $176,939 for the same period 2012. Stock-based compensation for the three month period ended August 31, 2013 was $453,825 as compared to $920,175 for the three month period ended August 31, 2012.

Cash used in investing activities was $154,105 for the three month period ended August 31, 2013 compared to $0 for the three month period endedAugust 31, 2012. Cash provided by financing activities was $437,699 for the three month period ended August 31, 2013 versus $153,722 for the three month period ended August 31, 2012. Financing activities consisted of cash received from related parties and notes payable.

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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.

RESULTS OF OPERATIONS

THREE MONTHS QUARTER ENDED AUGUST 31, 2013 VS. AUGUST 31, 2012

The Company had no revenues for the quarter ended August 31, 2013. The same period in 2012 had sales of $20,345.

Total operating expenses for the quarter ended August 31, 2013 were $713,628 compared to $1,184,168 for the same quarter period in 2012. The decrease is primarily due to the absence of any amortization of Barefoot-Science license fee in 2013 ($394,520 in 2012).

The net loss for the quarter amounted to $763,610 and a net loss per share of $0.01 vs. a net loss of $1,186,799 and a net loss per share of $0.04 for the same 3 month period in 2012.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

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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, 2013. 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, 2013

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, 2013.

There were no changes in our internal control over financial reporting that occurred during the period ended August 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Controls have been put in place for daily operations which will allow for controlled cash management and oversite.

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.

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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.

Management is pleased to report that all Corporate legal disputes have now been resolved.

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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 August 31, 2013.

ITEM 4 - MINE SAFETY DISCLOSURE

None.

ITEM 5 - OTHER INFORMATION

None.

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ITEM 6 - EXHIBITS

Exhibit

No.	Document Description
31.1	Certification of Ceo Pursuant to 18 U.s.c. Section 1350, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.- as adopted
31.2	Certification of Cfo Pursuant to 18 U.s.c. Section 1350, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.- as adopted
32.1*	Certification of Ceo Pursuant to 18 U.s.c. Section 1350, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.- as adopted
32.2*	Certification of Cfo Pursuant to 18 U.s.c. Section 1350, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.- as adopted
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.

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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
Date: October 25, 2013	By:	/s/ Andrew Ritchie
		Andrew Ritchie
		Chief Executive Officer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the undersigned on behalf of the registrant and in the capacities indicated on the 25th day of October 2013.

By:	/s/ Andrew Ritchie
	Andrew Ritchie
	Chief Executive Officer and Chief Financial Officer

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