Domark International (DOMK) 10-Q 2014 Q3 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 February 28, 2014

o 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.)

34 King Street, Suite 1102

Toronto, Ontario M5C1E9

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer	o	Accelerated Filer	o
Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act) Yes o No x

As of February 28, 2014, there were176,200,562 shares of Common Stock, $0.001 par value per share, issued and outstanding and there were 50,000 shares of Series A Preferred Stock, $0.001 par value per share, issued and outstanding and there are zero shares of Series B Preferred Stock, $0.001 par value per share, issued and outstanding.

DOMARK INTERNATIONAL, INC.

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION
Item 1.
	Condensed Consolidated Balance Sheets February 28, 2014 (unaudited) & May 31, 2013		3-4
	Condensed Consolidated Statements of Operations three months & nine months ending February 28, 2014 and February 28, 2013, and for the cumulative period during the development stage from October 21, 2009 to February 28, 2014 (unaudited )		5
	Condensed Consolidated Statements of Cash Flows nine months ending February 28, 2014 &February 28, 2013, and for the cumulative period during the development stage from October 21, 2009 to February 28, 2014 (unaudited)		6
	Notes to Condensed Consolidated Financial Statements (unaudited )		7
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations		19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		20
Item 4.	Controls and Procedures		20
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		22
Item 1A.	Risk Factors		22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 3.	Defaults Upon Senior Securities		22
Item 4.	Mine Safety Disclosure		22
Item 5.	Other information		22
Item 6.	Exhibits		23

2

PART I – CONDENSED CONSOLIDATED FINANCIAL INFORMATION

ITEM 1 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DOMARK INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

	February 28, 2014		May 31, 2013
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	-	$	20
Loan receivable from consultant		36,203		-
Prepaid expenses		14,176		17,823
TOTAL CURRENT ASSETS		50,379		17,843
INVESTMENTS		1,123,308		-
OTHER ASSETS
Patents, net of accumulated amortization of $1,000 and $0, respectively		74,500		40,000
Licenses, net of accumulated amortization of $2,898 and $1,828, respectively		307,102		8,182
TOTAL OTHER ASSETS		381,602		48,182
TOTAL ASSETS	$	1,555,289	$	66,025

See notes to interim condensed consolidated financial statements.

3

DOMARK INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

	February 28, 2014			May 31, 2013
	(Unaudited)
CURRENT LIABILITIES
Bank overdraft	$	56		$	-
Note payable to bank		180,000			-
Accounts payable and accrued expenses		257,285			209,179
Amounts due under Licensing Agreement with Wazzamba SA		300,000			-
Loans payable to consultants and stockholders		207,995			45,288
Convertible notes payable (net of unamortized discounts of $458,701 and $59,301, respectively)		186,849			148,691
Derivative liability for convertible notes payable		1,040,197			237,578
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES		2,172,382			640,736
STOCKHOLDERS' 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 900,000,000 shares:
301,021,000 & 179,435,000 issued, & 176,200,562 and 54,615,298 shares outstanding, respectively		301,021			179,435
Less: Treasury Stock		(124,820	)		(124,820	)
Common stock payable		858,000			858,000
Additional paid in capital		42,999,670			40,816,440
Accumulated deficit		(26,850,830	)		(26,850,830	)
Accumulated deficit during development stage		(17,800,184	)		(15,452,986	)
TOTAL STOCKHOLDERS' DEFICIT		(617,093	)		(574,711	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,555,289		$	66,025

See notes to interim condensed consolidated financial statements.

4

DOMARK INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended February 28, 2014			For the three months ended February 28, 2013			For the nine months ended February 28, 2014			For the nine months ended February 28, 2013			October 21, 2009 (development stage) to February 28, 2014
Sales	$	-		$	1,396		$	-		$	37,934		$	57,864
Cost of sales		-			483			-			29,624			80,284
Gross profit		-			913			-			8,310			(22,420	)
Operating expenses:
General and administrative		438,528			224,077			759,904			763,374			2,432,786
Stock-based compensation - consultants		-			173,647			453,825			609,697			5,545,583
Stock-based compensation – Salaries & wages		-			224,077			257,476			-			2,033,234
Research and development		-			-			-			-			45,609
Amortization of Barefoot-Science license fee		-			500,000			-			1,394,520			1,394,520
Impairment of Barefoot-Science license fee		-			4,605,480			-			4,605,480			4,605,480
Depreciation expense		1, 360			360			2,080			3,343			16,621
Impairment of other assets		-			-			-			-			20,000
Bad debts expense		-			-			-			1,456			101,456
Loss (income) on settlement of debt		-			-			-			(24,197	)		409,903
Total operating expenses		439,888			5,761,010			1,473,285			7,882,530			16,605,192
Loss from operations		(439,888	)		(5,760,097	)		(1,473,285	)		(7,874,220	)		(16,627,612	)
Other income (expense):
Other income		-			-			-			-			29,567
Revaluation of derivative liability for convertible notes		(342,625	)		(17,256	)		(504,369	)		(17,256	)		(741,947	)
Currency translation loss		(18,569	)					(18,569	)					(18,569	)
Interest expense		(262,972	)		(3,685	)		(350,975	)		(38,715	)		(441,623	)
Total other income (expense)		(621,166	)		(20,941	)		(873,913	)		(55,971	)		(1,172,572	)
Net loss	$	(1,064,054	)	$	(5,781,038	)	$	(2,347,198	)	$	(7,930,191	)	$	(17,800,184	)
Net loss per common share, basic and diluted	$	(0.01	)	$	(0.19	)	$	(0.02	)	$	(0.27	)
Weighted average common shares outstanding		138,202,346			29,708,038			96,680,371			29,553,176

See notes to interim condensed consolidated financial statements.

5

DOMARK INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the nine months ended						For the cumulative period during the Development Stage from October 21, 2009 to
	February 28, 2014			February 28, 2013			February 28, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(2,347,198	)	$	(7,930,191	)	$	(17,800,184	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,080			3,343			16,621
Amortization of deferred finance costs		-			24,799			60,000
Common stock issued as compensation		513,675			1,138,554			7,381,191
Non cash interest expense		336,064			2,955			341,709
Loss (gain) on derivative valuation		504,369			17,256			741,947
Amortization of prepaid license fees		-			1,394,520			1,394,520
Impairment of assets		-			4,605,480			4,615,480
Loss (income) on settlement of debt		-			(24,197	)		409,903
Changes in operating assets and liabilities:
Inventory - tv production		-			-			(16,926	)
Prepaid expenses		3,647			(23,830	)		(9,279	)
Accounts payable and accrued expenses		48,162			449,783			426,645
Accounts payable -related party		-			8,831			15,366
Net cash used in operating activities		(939,257	)		(332,697	)		(2,423,062	)
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		(171,608	)		-			(171,608	)
Cash paid for loan receivable from consultant		(36,203	)		-			(36,203	)
Net cash used in investing activities		(207,811	)		-			(254,311	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable		752,500			50,000			862,500
Proceeds from loans payable to consultants and stockholders		224,499			193,288			1,312,187
Payments made on loans payable to consultants and stockholders		(10,007	)		(1,000	)		(136,485	)
Proceeds received from notes payable		180,000			43,558			736,058
Payments made on notes payable		-			-			(100,470	)
Net cash provided by financing activities		1,146,992			285,846			2,673,790
Net increase (decrease) in cash and cash equivalents		(20	)		(46,851	)		(3,527	)
CASH BALANCE BEGINNING OF PERIOD		20			52,269			3,527
CASH BALANCE END OF PERIOD	$	-		$	5,418		$	-
Cash paid for interest	$	9,700		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Licensing Agreement with Wazzamba SA in exchange for amounts due under Licensing Agreement with Wazzamba SA	$	300,000		$	-		$	300,000
Prepaid licensing fee	$	-		$	6,000,000		$	6,000,000
Shares issued for settlement of loans payable to consultants and stockholders	$	52,500		$	-		$	52,500
Shares issued for settlement of convertible notes payable	$	475,664		$	-		$	623,664
Shares issued for patent acquisition	$	35,500		$	-		$	75,500
Shares issued for equity interests in Imagic Ltd	$	796,700		$	-		$	796,700
Convertible notes payable issued for equity interests in Imagic Ltd.	$	150,000		$	-		$	150,000

See notes to interim condensed consolidated financial statements.

6

DOMARK INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND FEBRUARY 28, 2013 AND FOR

THE PERIOD OCTOBER 21, 2009 (INCEPTION OF DEVELOPMENT STAGE) TO FEBRUARY 28, 2014

(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 Accounting Standards Codification (“ASC”) Topic Nos, 860-20-25 and 860-20-40 to record the sale. The fair value of the transaction was measured at the fair value of the assets less any liabilities sold.

On February 29, 2012, the Company formed a new wholly owned subsidiary, Solarwerks, Inc. in the state of Nevada, for the purposes of entering the business of marketing specialized solar consumer electronics. Solarwerks' 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. Solarwerks competes in a market that also includes 3D Systems (DDD), Dell (DELL) and Hewlett Packard (HPQ). Solarwerks, Inc. is currently in default with the Nevada Secretary of State.

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. MuscleFoot Inc. 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.

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 condensed 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. For the period October 21, 2009 (inception of development stage) to February 28, 2014, the Company incurred losses from operations of $17,800,184. 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 condensed 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.

7

NOTE 3 – BASIS OF PRESENTATION

The unaudited condensed consolidated financial statements as of February 28, 2014 and for the three and nine months ended February 28, 2014 and 2013 have been prepared in accordance with accounting principles generally accepted in the United States for interim condensed consolidated financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual condensed consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the condensed consolidated financial position as of February 28, 2014 and the results of operations and cash flows for the three and nine months ended February 28, 2014 and 2013. The financial data and other information disclosed in these notes to the interim condensed consolidated financial statements related to these periods are unaudited. The results for the nine month period February 28, 2014 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending May 31, 2014. The condensed consolidated balance sheet at May 31, 2013 has been derived from the audited condensed consolidated financial statements at that date.

Certain information and footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended May 31, 2013 as included in our report on Form 10-K.

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 Topic No. 915-10-05, without any revenue and devotes substantially all of its efforts negotiating & acquiring ownership interests in companies with advanced product development. All losses accumulated since October 21, 2009 have been considered as part of the Company's development stage activities.

PRINCIPLES OF CONSOLIDATION

The accompanying condensed 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 condensed consolidated financial statements include the parent entity of DoMark International, Inc. and its wholly owned subsidiaries, DOMark Canada, Inc., Solarwerks, Inc., MuscleFoot, Inc. The Company has relied upon the guidance provided by ASC Topic No. 810-10-15-3.

Foreign Currency Translation and Transaction Gains and Losses

We record foreign currency translation adjustments and transaction gains and losses in accordance with SFAS 52, Foreign Currency Translation. For our operations that have a functional currency other than the U.S. dollar, gains and losses resulting from the translation of the functional currency into U.S. dollars for financial statement presentation are not included in determining net loss but are accumulated in the cumulative foreign currency translation adjustment account as a separate component of shareholders’ deficit. The Company and its subsidiaries also have transactions in foreign currencies other than the functional currency. We record transaction gains and losses in our consolidated statements of income related to the recurring measurement and settlement of such transactions. The translation rates as of February 28, 2014 were $1US to $.90 Canadian.

8

USE OF ESTIMATES

The preparation of condensed consolidated 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 condensed consolidated 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 condensed consolidated financial statements are the fair value of Company stock tendered in various non-monetary transactions and the fair value of the derivative liability for convertible notes payable.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At February 28, 2014 there weren’t any cash or cash equivalents. At May 31, 2013, cash and cash equivalents consisted only of cash in the bank.

LOANS RECEIVABLE CONSULTANT

The loan receivable consultants is a short term, less than one year note, due July 15, 2014, non-interest bearing

NET LOSS PER COMMON SHARE

Basic net loss per common share is computed by dilutive 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 dilutive securities (such as convertible notes payable, convertible preferred stock, and warrants) outstanding during the relevant period. Dilutive securities having an anti-dilutive effect on diluted net loss per common share are excluded from the calculation.

For the nine months ended February 28, 2014 and 2013, diluted common shares outstanding excluded the following dilutive securities as the effect of their inclusion was anti-dilutive:

	Common Shares Equivalent
	Nine Months Ended February 28,
	2014		2013
Convertible notes payable		307,459,536		2,163,265
Series A convertible preferred stock		50,000,000		50,000,000
Warrants		850,000		850,000
Total common shares equivalent		358,309,536		53,013,265

INTANGIBLE ASSETS

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

9

RECLASSIFICATION

A reclassification has been made to the prior period comparative condensed consolidated financial statements to conform to the current period presentation. This reclassification had no effect on previous reported results of operations or financial position. The Company reclassified the amount of treasury stock from the Common stock in balance sheet and statement of equity.

IMPAIRMENT OF LONG-LIVED ASSETS

In accordance with ASC Topic No. 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 Topic No. 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 stock options, 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 Topic No. 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.

NOTE 5 – INVESTMENTS

Investments consist of:

	February 28, 2014		May 31, 2013
Imagic Ltd. - 40% equity interest	$	1,118,308	$	-
Barefoot Science Products & Services Inc. - 15% equity interest		5,000		5,000
Total	$	1,123,308	$	5,000

10

The cost of the 40% equity interest in Imagic Ltd. at February 28, 2014 consists of:

July 22, 2013 issuance of 7,500,000 shares of DoMark common stock to Imagic Ltd.	$	697,500
December 3, 2013 issuance of 8,000,000 shares of DoMark common stock to Meadow Grove Ltd. in exchange for 9% equity interest in Imagic Ltd.		99,200
Cash payments to or for the benefit of Imagic Ltd.		171,608
Payments from Foremark Holdings to Imagic Ltd. in exchange for DoMark notes payable to Foremark Holdings		150,000
Total	$	1,118,308

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. Imagic is accounted for on the equity method of accounting. The Company consolidates entities that we control. The Company accounts for investments in joint ventures using the equity method of accounting when we exercise significant influence over the venture. If the Company does not exercise significant influence, we account for the investment using the cost method of accounting. Imagic did not have any revenues or expenses for the period ended February 28, 2014.

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) and to record the estimated fair value of the 15% equity interest in Barefoot Science at $5,000. 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 – LICENSING AGREEMENT WITH WAZZAMBA SA

During the three months ended February 28, 2014, the Company executed a Licensing Agreement with Wazzamba SA (the “Licensor”). The agreement provides the Company an exclusive license to use certain technology (which permits third-party subscribers to integrate a fully equipped online shop into their websites) in Canada and the United States for an initial term ending July 31, 2015. The agreement provides for the Company to pay the Licensor “Flat Fee” compensation of $ 300,000 in 3 installments of $100,000 each (first installment payable within 5 days of the signing of the agreement, second installment payable on July 1, 2014, and third installment payable on February 1, 2015) plus “Revenue Share” compensation equal to 50% of Net Commissions generated by the Company payable monthly. In the event that the Company does not generate $500,000 in Net Commissions by January 31, 2015, the Licensor has the right to cancel the agreement with one month notice (in which case the third $100,000 installment will no longer be due). With respect to an Extended License Term after July 31, 2015, the agreement provides the Company a right of first refusal to match any offer received by the Licensor from a third party.

At February 28, 2014, the Company recorded an intangible asset for “Licensing Agreement with Wazzamba SA” in the amount of $300,000, and included the liability under the Licenses net of accumulated amortization. Commencing March 1, 2014, the Company will amortize the $300,000 intangible asset on a straight line basis over the remaining 17 months of the Initial Term ending July 31, 2015 (approximately $17,647 per month).

On March 27, 2014, the Company paid $25,000 of the first $100,000 “Flat Fee” installment due the Licensor under the agreement. The other $75,000 due is presently past due.

Licenses, net of accumulated amortization are as follows:

	February 28, 2014			May 31, 2013
Wazzamba, S.A .	$	300,000		$	-
Bioharmonics		10,000			10,000
Subtotal		310,000			10,000
Accumulated amortization		(2,898	)		(1,828	)
Total	$	307,102		$	8,182

11

NOTE 7 – NOTE PAYABLE TO BANK

In December 2013, the Company entered into a Loan Agreement with a bank located in Maryland. The related Promissory Note in the amount of $180,000 bears interest at a rate at 10% payable monthly, is due in full on December 31, 2014, and is secured by a Common Stock Reserve (as defined in the Loan Agreement), a Guaranty of Payment from the Company’s chief financial officer and his wife, and certain real property owned by the Company’s chief financial officer and his wife.

NOTE 8 – LOANS PAYABLE TO CONSULTANTS AND STOCKHOLDERS

Loans payable to consultants and stockholders consist of:

	February 28, 2014		May 31, 2013
Consultant and stockholder	$	79,800	$	7,800
President of DoMark		49,000		-
Chairman of Barefoot Science and affiliate		33,500		-
Consultant		26,996		-
Consultant		16,097		37,488
Consultant		2,602		-
Total	$	207,995	$	45,288

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

NOTE 9 – CONVERTIBLE NOTES PAYABLE

At February 28, 2014, convertible notes payable consisted of

Date of Note	Noteholder	Interest Rate			Maturity date	Principal Amount			Unamortized Debt Discount		Net Carrying Amount
08/05/13	JSJ Investments, Inc.		10	%	02/05/14	$	7,850	(a)	$	-	$	7,850
08/07/13	JMJ Financial Inc.		12	%	08/07/14		27,200	(b)		20,670		6,530
08/13/13	Black Mountain Equities, Inc.		10	%	05/13/14		45,500	(c)		34,342		11,158
08/26/13	Redwood Fund III		12	%	02/28/14		95,000	(d)		211		94,789
09/10/13	Asher Enterprises, Inc.		8	%	06/10/14		32,500	(e)		30,990		1,510
10/09/13	JSJ Investments, Inc.		10	%	04/09/14		25,000	(f)		-		25,000
10/31/13	Iconic Holdings, LLC		10	%	10/31/14		30,000	(g)		29,735		265
11/08/13	Iconic Holdings, LLC		10	%	11/08/14		30,000	(g)		29,735		265
11/26/13	Asher Enterprises, Inc.		8	%	08/26/14		42,500	(h)		19,780		22,720
12/04/13	LG Capital		10	%	06/04/14		50,000	(g)		49,636		364
12/09/13	JMJ Financial Inc.		12	%	12/09/14		50,000	(i)		49,909		91
12/13/13	Gel Properties Inc.		10	%	09/02/14		35,000	(j)		31,670		3,330
01/10/14	Asher Enterprises, Inc.		8	%	10/02/14		37,500	(k)		24,616		12,884
02/13/14	JMJ Financial Inc.		12	%	02/13/15		50,000	(b)		49,969		31
02/13/14	Asher Enterprises, Inc.		8	%	11/13/14		27,500	(l)		27,469		31
02/19/14	Iconic Holdings, LLC		10	%	02/19/15		30,000	(g)		29,969		31
02/28/14	LG Capital		8	%	02/28/15		30,000	(g)		30,000		-
Totals						$	645,550		$	458,701	$	186,849

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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 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.

(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 the lower of $0.085 or 60% of the lowest closing price during the 25 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 $0.08 or 50% of the lowest closing price 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 $0.0725 or 34% of the lowest closing price during the 20 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 55% of the average of the two lowest closing prices during the 15 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 $0.00929 or 50% of the average of the three lowest trading prices during the 10 trading days prior to the notice of conversion.

(g)   At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 25% of the lowest trading price during the 20 trading days prior to the notice of conversion.

(h)   At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 58% of the average of the two lowest closing prices during the 15 trading days prior to the notice of conversion.

(i)   At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 40% of the lowest closing price during the 25 trading days prior to the notice of conversion.

(j)   At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 40% of the lowest closing price during the 20 trading days prior to the notice of conversion.

(k)   At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 58% of the average of the two lowest closing prices during the 15 trading days prior to the notice of conversion.

(l)   At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 49% of the average of the two lowest closing prices during the 15 trading days prior to the notice of conversion.

NOTE 10 – STOCKHOLDERS’ EQUITY

Series A Convertible Preferred Stock

Each share of Series A Convertible Preferred Stock has 1,000 voting rights and is convertible into 1,000 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.

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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.

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.

On September 18, 2013, the Company issued 856,164 shares of common stock to Asher Enterprises, Inc. in satisfaction of $25,000 principal amount of convertible notes payable.

On October 9, 2013, the Company issued 1,000,000 shares of common stock (valued at $45,600) to a consultant firm for investor relation services rendered.

On October 10, 2013, the Company issued 250,000 shares of common stock (valued at $12,500) to a consultant for services rendered.

On November 4, 2013, the Company issued 903,261 shares of common stock to Asher Enterprises, Inc. in satisfaction of $14,500 principal amount of convertible notes payable and $500 of costs.

On November 4, 2013, the Company issued 1,153,846 shares of common stock to Asher Enterprises, Inc. in satisfaction of $15,000 principal amount of principal amount of convertible notes payable.

On November 7, 2013, the Company issued 3,500,000 shares of common stock in satisfaction of a $52,500 loan payable.

On November 12, 2013, the Company issued 1,630,435 shares of common stock to Asher Enterprises, Inc. in satisfaction of $15,000 principal amount of convertible notes payable.

On November 14, 2013, the Company issued 3,999,200 shares of common stock to Iconic Holdings, LLC in satisfaction of $13,197 principal amount of convertible notes payable.

On November 15, 2013 the Company issued 175,000 shares of common stock (valued at $1,750) to a consultant for services rendered.

On November 19, 2013, the Company issued 3,456,597 shares of common stock to Asher Enterprises, Inc. in satisfaction of $20,055 principal amount of convertible notes payable and $17,548 of costs.

On November 19, 2013, the Company issued 8,850,572 shares of common stock to Iconic Holdings, LLC in satisfaction of $22,126 principal amount of convertible notes payable.

Effective December 3, 2013, the Company issued 8,000,000 shares of common stock (valued at $99,200) to Meadow Grove Ltd. in connection with the acquisition of a 9% equity interest in Imagic Ltd. See Note 5.

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On December 4, 2013, the Company issued 7,072,457 shares of common stock to Iconic Holdings, LLC in satisfaction of $14,852 principal amount of convertible notes payable.

On December 18, 2013, the Company issued 5,445,005 shares of common stock to Iconic Holdings, LLC in satisfaction of $11,435 principal amount of convertible notes payable.

On December 26, 2013 the Company issued 4,166,667 shares of common stock to Asher Enterprises, Inc. in satisfaction of $20,000 principal amount of convertible notes payable.

On December 30, 2013, the Company issued 4,791,667 shares of common stock to Asher Enterprises, Inc. in satisfaction of $23,000 principal amount of convertible notes payable.

On January 6, 2014, the Company issued 1,305,556 shares of common stock to Asher Enterprises, Inc. in satisfaction of $7,050 principal amount of convertible notes payable.

On January 13, 2014, the Company issued 6,198,762 shares of common stock to Iconic Holdings, LLC in satisfaction of $13,017 principal amount of convertible notes payable.

On January 23, 2014, the Company issued 6,436,781 shares of common stock to Iconic Holdings, LLC in satisfaction of $14,000 principal amount of convertible notes payable.

On February 3, 2014, the Company issued 7,498,890 shares of common stock to Iconic Holdings, LLC in satisfaction of $14,998 principal amount of convertible notes payable.

On February 6, 2014, the Company issued 4,900,000 shares of common stock to JSJ Investments, Inc. in satisfaction of $17,150 principal amount of convertible notes payable.

On February 11, 2014, the Company issued 3,000,000 shares of common stock to JMJ Financial Inc. in satisfaction of $10,800 principal amount of convertible notes payable.

On February 11, 2014, the Company issued 4,901,960 shares of common stock to Continental Equities, LLC in satisfaction of $20,000 principal amount of convertible notes payable.

On February 13, 2014, the Company issued 5,000,000 shares of common stock to Black Mountain Equities, Inc. in satisfaction of $15,000 principal amount of convertible notes payable.

On February 25, 2014, the Company issued 4,000,000 shares of common stock to JMJ Financial Inc. in satisfaction of $12,000 principal amount of convertible notes payable.

Warrants to Purchase Common Stock

A summary of warrant activity for the year ended May 31, 2013 and for the nine months ended February 28, 2014 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 February 28, 2014		850,000	$	0.42

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Warrants outstanding at February 28, 2014 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, 2012		500,000	$	0.01	January 1, 2015
Totals		850,000

NOTE 11— FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILIITY

The Company evaluates all of it financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based derivative financial instruments, the Companyuses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

During the period ended February 28, 2014 the Company entered into several convertible note agreements. The conversion option and the outstanding common stock warrants on that date which were tainted by the convertible note were classified as derivative liabilities at their fair value on the date of issuance.

Under ASC-815 the conversion options embedded in the notes payable described in Note 9 require liability classification because they do not contain an explicit limit to the number of shares that could be issued upon settlement.

As defined in FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

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The three levels of the fair value hierarchy are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date.

Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Derivative liability — the Company’s derivative liability is classified within Level 3 of the fair value hierarchy.

The Company uses the Black Scholes Option Pricing Model to value its option based derivatives based upon the following assumptions: dividend yield of -0-%, volatility of 100%, risk free rate varying from 8 to 12 % and an expected term equal to the remaining term of the note.

The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as at February 28, 2014.

Recurring Fair Value Measurements	Level 1		Level 2			Level 3		Total
					��
LIABILITIES:
Derivative liability- February 28, 2014		-		-			1,040,197		1,040,197
Derivative liability- May 31, 2013		-		-			237,578		237,578

NOTE 12 – 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.

17

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 $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). 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.

In January 2014, the Company executed a Licensing Agreement with Wazzamba SA. See Note 6.

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 USD 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 USD 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. At February 28, 2014, the future lease commitments on this lease for the years ended May 31, are as follows, and are in U.S. dollars:

2014	$	12,150
2015		48,600
2016		48,600
2017		48,600
2018		48,600
Thereafter		8,100
Total	$	214,650

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ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS OF THE CONDENSED CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of certain significant factors that have affected our condensed consolidated financial position and operating results during the periods included in the accompanying condensed 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 condensed 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.

In December 2013, the Company increased its equity interest in Imagic Ltd. to 40%. Imagic is a company registered in Gibraltar which owns proprietary product designs for its Digilink and Game Control products.

In January 2014, the Company acquired United States and Canada marketing rights to certain online shop technology pursuant to a Licensing Agreement with Wazzamba SA.

On February 24, 2014, the Company increased the number of authorized shares of common stock to 900,000,000 shares.

As of March 31, 2014 the Company does not have any trade payables.

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 nine months ended February 28, 2014 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 nine month period ended February 28, 2014 was $939,257 compared to $332,697 for the same period 2013. Stock-based compensation for the nine month period ended February 28, 2014 was $513,675 as compared to $1,138,554 for the nine month period ended February 28, 2013.

Cash used in investing activities was $207,811 for the nine month period ended February 28, 2014 compared to $0 for the nine month period ended February 28, 2013. Cash provided by financing activities was $1,146,992 for the nine month period ended February 28, 2014 versus $285,846 for the nine month period ended February 28, 2013. Financing activities consisted of cash received from related parties and notes payable.

OTHER CONSIDERATIONS

There are numerous factors that affect the Company's business and the results of its condensed consolidated 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, 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.

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RESULTS OF CONDENSED CONSOIDATED OPERATIONS

THREE MONTHS QUARTER ENDED FEBRUARY 28, 2014 VS. FEBRUARY 28, 2013

The Company had no revenues for the quarter ended February 28, 2014. The same period in 2013 had sales of $1,396.

Total operating expenses for the quarter ended February 28, 2014 were $439,888 compared to $5,760,097 for the same quarter period in 2013. The decrease is primarily due to the absence of any amortization and impairment of the Barefoot-Science license fee in 2014 ($5,105,480 total in 2013).

The net loss for the quarter amounted to $1,064,054 and a net loss per share of $0.01 vs. a net loss of $5,781,038 and a net loss per share of $0.19 for the same 3 month period in 2013.

NINE MONTHS ENDED FEBRUARY 28, 2014 VS. FEBRUARY 28, 2013

The Company had no revenues for the nine months ended February 28, 2014. The same period in 2013 had sales of $37,934.

Total operating expenses for the nine months ended February 28, 2014 were $1,473,285 compared to $7,874,220 for the same nine month period in 2013. The decrease is primarily due to the absence of any amortization and impairment of the Barefoot-Science license fee in 2014 ($6,000,000 total in 2013).

The net loss for the nine months amounted to $2,347,198 and a net loss per share of $0.02 vs. a net loss of $7,930,191 and a net loss per share of $0.27 for the same 9 month period in 2013.

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, November 30, 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 February 28, 2014.

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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 February 28, 2014.

There were no changes in our internal control over financial reporting that occurred during the period ended February 28, 2014 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.

21

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None outstanding at February 28, 2014.

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 28, 2014.

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.
31.2	Certification of CFO Pursuant to 18 U.S.C. Section 1350, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of CEO Pursuant to 18 U.S.C. Section 1350, Pursuant to Section 906 of the Sarbanes-Oxley act of 2002.
32.2*	Certification of CFO Pursuant to 18 U.S.C. Section 1350, Pursuant to Section 906 of the Sarbanes-Oxley act 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.

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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: April 14, 2014	By:	/s/ Andrew Ritchie
		Andrew Ritchie
		Chief Executive 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 14th day of April 2014.

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

24