Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended |
31-May-14 | |
Document And Entity Information | ' |
Entity Registrant Name | 'Domark International Inc. |
Entity Central Index Key | '0001365160 |
Document Type | '10-K |
Document Period End Date | 31-May-14 |
Amendment Flag | 'false |
Current Fiscal Year End Date | '--05-31 |
Is Entity a Well-known Seasoned Issuer? | 'No |
Is Entity a Voluntary Filer? | 'No |
Is Entity's Reporting Status Current? | 'Yes |
Entity Filer Category | 'Smaller Reporting Company |
Entity Public Float | $3,500,000 |
Entity Common Stock, Shares Outstanding | 801,626,781 |
Document Fiscal Period Focus | 'FY |
Document Fiscal Year Focus | '2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | 31-May-14 | 31-May-13 |
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $460 | $20 |
Loan receivable from consultant | 36,203 | ' |
Prepaid expenses | 4,500 | 17,823 |
TOTAL CURRENT ASSETS | 41,163 | 17,843 |
INVESTMENTS | 1,144,166 | ' |
OTHER ASSETS | ' | ' |
Patents, net of accumulated amortization of $3,605 and $0, respectively | 66,897 | 40,000 |
Licenses, net of accumulated amortization of $60,898 and $1,818, respectively | 249,102 | 8,182 |
TOTAL OTHER ASSETS | 315,999 | 48,182 |
TOTAL ASSETS | 1,501,328 | 66,025 |
CURRENT LIABILITIES | ' | ' |
Note payable to bank | 180,000 | ' |
Accounts payable & accrued expenses | 56,940 | 209,179 |
Amounts due under Licensing Agreement with Wazzamba SA | 224,925 | ' |
Loans payable to related parties, consultants and stockholders | 188,972 | 45,288 |
Convertible notes payable (net of unamortized discounts of $674,886 and $59,301, respectively) | 67,414 | 148,691 |
Derivative liability for convertible notes payable | 1,748,982 | 237,578 |
TOTAL LIABILITIES | 2,467,233 | 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, as of May 31, 2014 and 2013 | 50 | 50 |
Convertible preferred stock series B, $0.0001 par value, Authorized: 10,000,000 | ' | ' |
Common stock, $0.001 par value, authorized 2,000,000,000 shares: 801,626,781 and 179,435,100 shares issued, and 676,806,979 and 54,615,298 shares outstanding, respectively, as of May 31, 2014 and 2013 | 801,627 | 179,435 |
Less: Treasury stock (124,819,802 shares) as of May 31, 2014 and 2013 | -124,820 | -124,820 |
Common stock payable | 858,000 | 858,000 |
Additional paid-in capital | 43,529,923 | 40,816,440 |
Accumulated deficit | -46,030,685 | -42,303,816 |
TOTAL STOCKHOLDERS' DEFICIT | -965,905 | -574,711 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $1,501,328 | $66,025 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | 31-May-14 | 31-May-13 |
OTHER ASSETS | ' | ' |
Patents, net of accumulated amortization | $3,605 | $0 |
License, net of accumulated amortization | 60,898 | 1,828 |
Convertible notes payable net of unamortized discounts | $674,886 | $59,301 |
STOCKHOLDERS' EQUITY (DEFICIT) | ' | ' |
Preferred stock series A, par value | $0.00 | $0.00 |
Preferred stock series A, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock series A, shares issued | 50,000 | 50,000 |
Preferred stock series A, shares outstanding | 50,000 | 50,000 |
Convertible preferred stock series B, par value | $0.00 | $0.00 |
Convertible preferred stock series B, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, shares issued | 801,626,781 | 179,435,000 |
Common Stock, shares outstanding | 676,806,979 | 54,615,298 |
Treasury stock | 124,819,802 | 124,819,802 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 12 Months Ended | |
31-May-14 | 31-May-13 | |
Consolidated Statements Of Operations | ' | ' |
Sales | ' | $37,935 |
Cost of sales | ' | 31,775 |
Gross profit | ' | 6,160 |
Operating expenses: | ' | ' |
General and administrative | 1,027,248 | 542,133 |
Stock-based compensation - consultants | 666,755 | 1,205,448 |
Stock-based compensation - Salaries & wages | 156,600 | 1,037,758 |
Amortization of Barefoot-Science license fee | ' | 1,394,520 |
Impairment of Barefoot-Science license fee | ' | 4,605,480 |
Depreciation and amortization expense | 62,685 | 3,703 |
Bad debt expenses | ' | 1,456 |
Loss (income) on settlement of debt | ' | 413,903 |
Total operating expenses | 1,913,288 | 9,204,401 |
Loss from operations | -1,913,288 | -9,198,241 |
Other income (expense): | ' | ' |
Other income | ' | ' |
Revaluation of derivative liability for convertible notes | -1,213,154 | -237,578 |
Interest expense | -511,876 | -44,588 |
Total other income (expense) | -1,725,030 | -282,166 |
Net loss | -3,638,318 | -9,480,407 |
Statement of Comprehensive Income: | ' | ' |
Net Loss | -3,638,318 | -9,480,407 |
Other Comprehensive loss | ' | ' |
Foreign currancy adjustment | -88,551 | ' |
Total Comprehensive Loss | ($3,726,869) | ($9,480,407) |
Net loss per common share, basic and diluted | ($0.01) | ($0.06) |
Weighted average common shares outstanding | 298,705,632 | 156,941,456 |
Consolidated_Statement_Of_Stoc
Consolidated Statement Of Stockholders' Deficit (USD $) | Preferred stock Series A | Common Stock | Additional Paid-In Capital | Common Stock Payable | Accumulated Deficit | Treasury Stock | OCI | Total |
Beginning Balance, Amount at May. 31, 2012 | $50 | $153,825 | $31,499,029 | $738,000 | ($32,823,409) | ($124,820) | ' | ($557,325) |
Beginning Balance, Shares at May. 31, 2012 | 50,000 | 153,825,100 | ' | ' | ' | -124,819,802 | ' | ' |
Preferred stock issued for distribution agreement, Shares | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock issued for distribution agreement, Amount | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock converted into shares of common stock, Shares | ' | 5,000,000 | ' | ' | ' | ' | ' | ' |
Preferred stock converted into shares of common stock, Amount | ' | 5,000 | 5,995,000 | ' | ' | ' | ' | 6,000,000 |
Common stock issued for stock payable, Shares | ' | 100,000 | ' | ' | ' | ' | ' | ' |
Common stock issued for stock payable, Amount | ' | 100 | 21,900 | -22,000 | ' | ' | ' | ' |
Common stock issued for compensation, Shares | ' | 8,110,000 | ' | ' | ' | ' | ' | ' |
Common stock issued for compensation, Amount | ' | 8,110 | 1,094,998 | ' | ' | ' | ' | 1,103,108 |
Common stock issued to settle loan payable, Shares | ' | 7,400,000 | ' | ' | ' | ' | ' | ' |
Common stock issued to settle loan payable, Amount | ' | 7,400 | 578,700 | ' | ' | ' | ' | 586,100 |
Common stock issued for salaries and wages, Shares | ' | 5,000,000 | ' | ' | ' | ' | ' | ' |
Common stock issued for salaries and wages, Amount | ' | 5,000 | 400,000 | ' | ' | ' | ' | 405,000 |
Stock payable for stock-based compensation | ' | ' | ' | 102,000 | ' | ' | ' | 102,000 |
Warrants granted to officers | ' | ' | 633,098 | ' | ' | ' | ' | 633,098 |
Settlement of related party debt | ' | ' | 575,715 | ' | ' | ' | ' | 575,715 |
Convertible note payable - beneficial conversion feature | ' | ' | 18,000 | ' | ' | ' | ' | 18,000 |
Stock payable for patent acquisition | ' | ' | ' | 40,000 | ' | ' | ' | 40,000 |
Net loss | ' | ' | ' | ' | -9,480,407 | ' | ' | -9,480,407 |
Ending Balance, Amount at May. 31, 2013 | 50 | 179,435 | 40,816,440 | 858,000 | -42,303,816 | -124,819,802 | ' | -574,711 |
Ending Balance, Shares at May. 31, 2013 | 50,000 | 179,435,100 | ' | ' | ' | -124,820 | ' | ' |
Common stock issued to settle loan payable, Shares | ' | 5,374,550 | ' | ' | ' | ' | ' | ' |
Common stock issued to settle loan payable, Amount | ' | 5,375 | 102,116 | ' | ' | ' | ' | 107,491 |
Common stock issued for consulting services, Shares | ' | 41,418,934 | ' | ' | ' | ' | ' | ' |
Common stock issued for consulting services, Amount | ' | 41,419 | 625,336 | ' | ' | ' | ' | 666,755 |
Common stock issued for investment in Imagic Ltd., Shares | ' | 15,500,000 | ' | ' | ' | ' | ' | ' |
Common stock issued for investment in Imagic Ltd., Amount | ' | 15,500 | 781,200 | ' | ' | ' | ' | 796,700 |
Common stock issued for patents acquisition, Shares | ' | 500,000 | ' | ' | ' | ' | ' | ' |
Common stock issued for patents acquisition, Amount | ' | 500 | 35,000 | ' | ' | ' | ' | 35,500 |
Common stock issued in satisfaction of convertible notes payable, Shares | ' | 503,018,197 | ' | ' | ' | ' | ' | ' |
Common stock issued in satisfaction of convertible notes payable, Amount | ' | 502,999 | 226,128 | ' | ' | ' | ' | 720,419 |
Common stock issued in satisfaction of loan payable, Shares | ' | 3,500,000 | ' | ' | ' | ' | ' | ' |
Common stock issued in satisfaction of loan payable, Amount | ' | 3,500 | 49,000 | ' | ' | ' | ' | 52,500 |
Common stock issued to officers for services, Shares | ' | 27,000,000 | ' | ' | ' | ' | ' | ' |
Common stock issued to officers for services, Amount | ' | 27,000 | 129,600 | ' | ' | ' | ' | 156,600 |
Common stock issued in satisfaction of accrued interest on convertible notes payable, Shares | ' | 10,900,000 | ' | ' | ' | ' | ' | ' |
Common stock issued in satisfaction of accrued interest on convertible notes payable, Amount | ' | 10,900 | ' | ' | ' | ' | ' | 10,900 |
Common stock issued for investment in Barefoot Science Products & Services Inc., Shares | ' | 15,000,000 | ' | ' | ' | ' | ' | ' |
Common stock issued for investment in Barefoot Science Products & Services Inc., Amount | ' | 15,000 | 30,000 | ' | ' | ' | ' | 45,000 |
Beneficial conversion features of convertible notes issued | ' | ' | 743,810 | ' | ' | ' | ' | 743,810 |
Currency Translation | ' | ' | ' | ' | ' | ' | -88,551 | -88,551 |
Net loss | ' | ' | ' | ' | -3,638,318 | ' | ' | -3,638,318 |
Ending Balance, Amount at May. 31, 2014 | $50 | $801,627 | $43,529,923 | $858,000 | ($45,942,134) | ($124,820) | ($88,551) | ($965,905) |
Ending Balance, Shares at May. 31, 2014 | 50,000 | 801,626,781 | ' | ' | ' | -124,819,802 | ' | ' |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | |
31-May-14 | 31-May-13 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net Loss | ($3,726,869) | ($9,480,407) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 62,685 | 3,703 |
Amortization of deferred finance costs | ' | 24,799 |
Common stock issued as compensation | 823,355 | 2,243,206 |
Non cash interest expense | 451,988 | ' |
Loss (gain) on derivative valuation | 1,213,154 | 237,578 |
Amortization of prepaid license fees | ' | 1,394,520 |
Impairment of assets | ' | 4,605,480 |
Loss (income) on settlement of debt | ' | 413,903 |
Changes in Operating assets and liabilities: | ' | ' |
Inventory - tv production | ' | ' |
Prepaid expenses | 13,323 | -12,926 |
Accounts payable and accrued expenses | -152,062 | 139,549 |
Accounts payable -related party | ' | ' |
Net cash used in operating activities | -1,323,233 | -430,595 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Cash paid for investments | -159,550 | ' |
Cash paid for loan receivable from consultant | -36,203 | ' |
Net cash used in investing activities | -195,753 | ' |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from convertible notes payable | 1,162,500 | 110,000 |
Payments made on amounts due under Licensing Agreement with Wazzamba SA | -75,075 | ' |
Proceeds from loans payable to consultants and stockholders | 262,542 | 193,288 |
Payments made on loans payable to consultants and stockholders | -10,541 | -1,000 |
Proceeds received from notes payable | 180,000 | 76,058 |
Payments made on notes payable | ' | ' |
Net cash provided by financing activities | 1,519,426 | 378,346 |
Net increase (decrease) in cash and cash equivalents | 440 | -52,249 |
Cash & cash equivalents beginning of year | 20 | 52,269 |
Cash & cash equivalents end of year | 460 | 20 |
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 | ' |
Prepaid licensing fee | ' | 6,000,000 |
Shares issued for settlement of loans payable to consultants and stockholders | 159,991 | 148,000 |
Shares issued for settlement of convertible notes payable | 731,329 | ' |
Shares issued for patent acquisition | 35,500 | 40,000 |
Shares issued for equity interest in Imagic Ltd | 796,700 | ' |
Shares issued for equity interest in Barefoot Science Products & Services, Inc. | 45,000 | ' |
Convertible notes payable issued for equity interests in Imagic Ltd. | $150,000 | ' |
Description_of_Business
Description of Business | 12 Months Ended |
31-May-14 | |
Notes to Financial Statements | ' |
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. The Company devotes most of its time developing its products. 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 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. Solawerk’s current focus is to develop and distribute the IR Charger, which is a combined cover and charging case for Apple’s iPad, and Samsung products. Solawerks competes in a market that also includes 3D Systems (DDD), Dell ( DELL ), and Hewlett Packard (HPQ). Currently the charter is in default with the Secretary of State of Nevada. | |
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. |
Going_Concern
Going Concern | 12 Months Ended |
31-May-14 | |
Notes to Financial Statements | ' |
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. For the period March 30, 2006 (inception) to May 31, 2014, the Company incurred net losses of $46,028,386Furthermore, 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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 3 - Summary of Significant Accounting Policies | ' | ||||||||
RECENT ACCOUNTNG PRONOUNCEMENTS | |||||||||
In June 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). ASU 2014-10 removes the financial reporting distinction between development stage entities and other reporting entities and eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. As permitted by ASU 2014-10, the Company has elected early application of this standard for the accompanying consolidated financial statements for the years ended May 31, 2014 and 2013. | |||||||||
The Company has reviewed other 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. | |||||||||
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 parent entity of DoMark International, Inc. and its wholly owned subsidiaries, DoMark Canada, Inc., Solarwerks, Inc., and 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 operations related to the recurring measurement and settlement of such transactions. The translation rate for the Canadian dollar as of May 31, 2014 was $0.95. | |||||||||
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 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 May 31, 2014 and 2013, cash and cash equivalents consisted only of cash in the bank. | |||||||||
LOAN RECEIVABLE FROM CONSULTANT | |||||||||
The loan receivable from consultant is a short term, less than one year note, due July 15, 2014, and is non-interest bearing. | |||||||||
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 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 years ended May 31, 2014 and 2013, diluted common shares outstanding excluded the following dilutive securities as the effect of their inclusion was anti-dilutive: | |||||||||
Common Shares Equivalent | |||||||||
Year Ended May 31, | |||||||||
2014 | 2013 | ||||||||
Convertible notes payable | 1,568,946,386 | 2,337,662 | |||||||
Series A convertible preferred stock | 50,000,000 | 50,000,000 | |||||||
Warrants | 850,000 | 850,000 | |||||||
Total common shares equivalent | 1,619,796,386 | 53,187,662 | |||||||
INTANGIBLE ASSETS | |||||||||
Intangible assets are carried at cost less accumulated amortization. Amortization is recorded over the estimated useful lives of the respective assets. | |||||||||
RECLASSIFICATION | |||||||||
A reclassification has been made to the prior period consolidated balance sheet to conform to the current period presentation. This reclassification had no effect on previous reported results of operations. The Company has shown separately the amount of treasury stock from the Common stock in the consolidated balance sheet and statement of stockholders’ deficit. | |||||||||
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. |
Investments
Investments | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 4 - Investments | ' | ||||||||
Investments consist of: | |||||||||
31-May-14 | 31-May-13 | ||||||||
Imagic Ltd. - 40% equity interest | $ | 1,094,166 | $ | - | |||||
Barefoot Science Products & Services Inc. - 15% equity interest | 50,000 | - | |||||||
Total | $ | 1,144,166 | $ | - | |||||
The cost of the 40% equity interest in Imagic Ltd. at May 31, 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. | 147,466 | ||||||||
Payments from Foremark Holdings to Imagic Ltd. in exchange for DoMark notes payable to Foremark Holdings | 150,000 | ||||||||
Total | $ | 1,094,166 | |||||||
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 year ended May 31, 2014. | |||||||||
The cost of the 15% equity interest in Barefoot Science Products & Services Inc. consists of: | |||||||||
January 25, 2013 cancellation of the Marketing and Distribution Agreement dated June 20, 2012 | $ | 5,000 | |||||||
May 14, 2014 issuance of 15,000,000 shares of DoMark common stock to Lance Todd pursuant to Agreement of Understanding dated March 27, 2014 | 45,000 | ||||||||
Total | $ | 50,000 | |||||||
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. On March 27, 2014, DoMark executed an Agreement of Understanding with Barefoot Science and its other owner Lanee Todd. Among other things, the Agreement of Understanding provides for (1) DoMark’s issuance of 15,000,000 shares of DoMark common stock to Lance Todd (which occurred May 14, 2014), (2) future monthly remittances of 15% of Barefoot Science’s profit (as defined) to DoMark, and (3) the addition of R. Brentwood Strasler (DoMark’s non-executive Chairman) to Barefoot Science’s Board of Directors. | |||||||||
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. |
Licensing_Agreement_With_Wazza
Licensing Agreement With Wazzamba Sa | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 5 - 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 this Licensing Agreement and the related “Flat Fee” liability as an intangible asset and liability in the amount of $300,000. In the three months ended May 31, 2014, the Company paid $75,075 of the first $100,000 “Flat Fee” installment due the Licensor under the agreement. The other $24,925 due is presently past due. The Company is currently in negotiations with the Licensor to have its rights pursuant to the Licensing Agreement converted into an equity interest in a new entity to be owned by both the Company and the Licensor. The new entity would have worldwide rights to Licensor’s technology now entitled “Monetizer 101”. | |||||||||
Licenses, net of accumulated amortization, consist of: | |||||||||
31-May-14 | 31-May-13 | ||||||||
Wazzamba, S.A. | $ | 300,000 | $ | - | |||||
Bioharmonics | 10,000 | 10,000 | |||||||
Subtotal | 310,000 | 10,000 | |||||||
Accumulated amortization | ( 60,898 | ) | (1,818 | ) | |||||
Total | $ | 249,102 | $ | 8,182 |
Note_Payable_To_Bank
Note Payable To Bank | 12 Months Ended |
31-May-14 | |
Notes to Financial Statements | ' |
Note 6 - 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. |
Loans_Payable_to_Consultants_a
Loans Payable to Consultants and Stockholders | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 7 - Loans Payable to Consultants and Stockholders | ' | ||||||||
Loans payable to related parties, consultants, and stockholders consist of: | |||||||||
31-May-14 | 31-May-13 | ||||||||
Consultant and stockholder | $ | 90,402 | $ | 7,800 | |||||
Chief executive officer/Pres. of DoMark | 47,500 | - | |||||||
Non Exec. Chairman of Board of DoMark | 11,875 | - | |||||||
Chairman of Barefoot Science and affiliate | 21,500 | - | |||||||
- | |||||||||
Consultant | 16,097 | 37,488 | |||||||
Consultant | 1,598 | - | |||||||
Total | $ | 188,972 | $ | 45,288 | |||||
The loans are informal and do not provide for interest or a stated maturity date. |
Convertible_Notes_Payable
Convertible Notes Payable | 12 Months Ended | |||||||||||||||||||
31-May-14 | ||||||||||||||||||||
Notes to Financial Statements | ' | |||||||||||||||||||
Note 8 - Convertible Notes Payable | ' | |||||||||||||||||||
At May 31, 2014, convertible notes payable consisted of: | ||||||||||||||||||||
Date of Note | Noteholder | Interest Rate | Maturity date | Principal Amount | Unamortized Debt Discount | Net Carrying Amount | ||||||||||||||
11/8/13 | Iconic Holdings, LLC | 10 | % | 11/8/14 | $ | 15,000 | (a) | $ | 15,000 | $ | - | |||||||||
11/26/13 | Asher Enterprises, Inc. | 8 | % | 8/26/14 | 7,300 | (b) | 7,300 | - | ||||||||||||
12/4/13 | LG Capital | 10 | % | 6/4/14 | 50,000 | (a) | 35,309 | 14,691 | ||||||||||||
12/9/13 | JMJ Financial Inc. | 12 | % | 12/9/14 | 50,000 | (c) | 49,247 | 753 | ||||||||||||
12/13/13 | Gel Properties Inc. | 10 | % | 9/2/14 | 35,000 | (d) | 20,658 | 14,342 | ||||||||||||
1/10/14 | Asher Enterprises, Inc. | 8 | % | 10/2/14 | 37,500 | (b) | 24,616 | 12,884 | ||||||||||||
2/13/14 | JMJ Financial Inc. | 12 | % | 2/13/15 | 50,000 | (e) | 29,830 | 20,170 | ||||||||||||
2/13/14 | Asher Enterprises, Inc. | 8 | % | 11/13/14 | 27,500 | (f) | 26,580 | 920 | ||||||||||||
2/19/14 | Iconic Holdings, LLC | 10 | % | 2/19/15 | 30,000 | (a) | 29,830 | 170 | ||||||||||||
2/28/14 | LG Capital | 8 | % | 2/28/15 | 30,000 | (a) | 29,891 | 109 | ||||||||||||
3/7/14 | JSJ Investments, Inc. | 12 | % | 9/7/14 | 30,000 | (g) | 29,550 | 450 | ||||||||||||
3/28/14 | Redwood Fund III | 10 | % | 9/28/14 | 50,000 | (h) | 49,922 | 78 | ||||||||||||
3/28/14 | Redwood Mgt LLC | 10 | % | 9/28/14 | 50,000 | (h) | 49,922 | 78 | ||||||||||||
3/28/14 | Asher Enterprises, Inc. | 8 | % | 9/28/14 | 42,500 | (f) | 39,965 | 2,535 | ||||||||||||
4/7/14 | WHC Capital | 12 | % | 10/7/14 | 53,000 | (i) | 52,921 | 79 | ||||||||||||
4/11/14 | Tonaquint | 12 | % | 10/11/14 | 47,000 | (j) | 46,923 | 77 | ||||||||||||
4/24/14 | JSJ Investments, Inc. | 12 | % | 10/24/14 | 50,000 | (g) | 49,922 | 78 | ||||||||||||
5/14/14 | Iconic Holdings, LLC | 5 | % | 11/12/14 | 55,000 | (j) | 55,000 | - | ||||||||||||
5/16/14 | Asher Enterprises, Inc. | 8 | % | 11/14/14 | 32,500 | (f) | 32,500 | - | ||||||||||||
Totals | $ | 742,300 | $ | 674,886 | $ | 67,414 | ||||||||||||||
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 25% of the lowest trading price during the 20 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 58% of the average of the two lowest closing prices during the 15 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 40% of the lowest closing price during the 25 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 40% 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 the lower of $0.085 or 60% of the lowest closing price during the 25 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 49% of the average of the two lowest closing prices during the 15 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 average of the three lowest bid prices 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 20% of the lowest trading price during the 20 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 trading price during the 20 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 25% of the lowest trading price during the 15 trading days prior to the notice of conversion. |
Stockholders_Deficit
Stockholders Deficit | 12 Months Ended | |||||||||
31-May-14 | ||||||||||
Notes to Financial Statements | ' | |||||||||
Note 9 - Stockholders Deficit | ' | |||||||||
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 15, 2012, the Company issued 2,500,000 shares of Preferred Stock Series B for a distribution right to market an insole product from Barefoot Science, at no par value. These shares were convertible into common shares at a ratio of 2 shares of common stock for 1 Preferred B. The aggregate value of the shares at time issuance was $6,000,000. On January 10, 2013, the 2,500,000 shares of Preferred Stock Series B were converted into 5,000,000 shares of the Company’s common stock, for a 15% interest in Barefoot Science. As a result of this conversion, no shares of Preferred Stock Series B remained outstanding after this transaction. | ||||||||||
On June 15, 2012, the Company issued 100,000 shares of common stock for settling the stock payable recorded as of May 31, 2012. The aggregate value of the stock issued was $22,000 or $0.22 per share. | ||||||||||
On June 15, 2012, the Company entered into a consulting agreement. In consideration for services, the Company issued 10,000 shares of unrestricted common stock. The aggregate value of the stock issued was $15,300 or $1.53 per share. | ||||||||||
On July 12, 2012, the Company entered into a consulting agreement. In consideration for services, the Company issued 425,000 shares of unrestricted common stock. The aggregate value of the stock issued was $382,500 or $0.90 per share. | ||||||||||
On December 11, 2012, the Company entered into a consulting agreement. In consideration for services, the Company issued 775,000 shares of unrestricted common stock. The aggregate value of the stock issued was $147,250 or $0.19 per share. | ||||||||||
On April 23, 2013, the Company issued 2,000,000 shares of common stock to settle a dispute with a prior executive. The aggregate value of the stock was $190,000, or $.095 per share. | ||||||||||
On May13, 2013, the Company issued 4,900,000 shares of common stock as compensation for its consultants. The aggregate value of the stock at time of issuance was $367,000, or $.075 per share. | ||||||||||
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 4. | ||||||||||
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 for 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 $14,000 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 4, 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 $2,500 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 4. | ||||||||||
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. | ||||||||||
On February 26, 2014, the Company issued 3,278,688 shares of common stock to Continental Equities, LLC in satisfaction of $10,000 principal amount of convertible notes payable. | ||||||||||
On March 3, 2014, the Company issued 12,000,000 shares of common stock (valued at $80,400) to a consultant for services. | ||||||||||
On March 3, 2014, the Company issued 6,419,120 shares of common stock to Redwood Fund III in satisfaction of $10,913 principal amount of convertible payable. | ||||||||||
On March 6, 2014, the Company issued 6,755,135 shares of common stock to Redwood Fund III in satisfaction of $10,133 principal amount of convertible payable. | ||||||||||
On March 6, 2014, the Company issued 3,990,435 shares of common stock to JSJ Investments in satisfaction of $9,178 principal amount of convertible payable. | ||||||||||
On March 6, 2014, the Company issued 7,108,733 shares of common stock to Redwood Fund III in satisfaction of $10,663 principal amount of convertible payable. | ||||||||||
On March 17, 2014, the Company issued 5,668,934 shares of common stock (valued at $32,880) to a consultant for services. | ||||||||||
On March 17, 2014, the Company issued a total of 27,000,000 shares of common stock (valued at $156,600) to officers for services. | ||||||||||
On March 18, 2014, the Company issued 6,818,182 shares of common stock to Asher Enterprises in satisfaction of $15,000 principal amount of convertible notes payable. | ||||||||||
On March 18, 2014, the Company issued 10,053,100 shares of common stock to Redwood Fund III in satisfaction of $12,968 principal amount of convertible notes payable. | ||||||||||
On March 19, 2014, the Company issued 2,000,000 shares of common stock (valued at $9,800) to a consultant for services. | ||||||||||
On March 20, 2014, the Company issued 8,863,636 shares of common stock to Asher Enterprises in satisfaction of $19,500 principal amount of convertible notes payable. | ||||||||||
On March 24, 2014, the Company issued 11,081,400 shares of common stock to Redwood Fund III in satisfaction of $13,187 principal amount of convertible notes payable. | ||||||||||
On March 25, 2014, the Company issued 6,000,000 shares of common stock to Asher Enterprises in satisfaction of $11,400 principal amount of convertible notes payable. | ||||||||||
On March 28, 2014, the Company issued 2.766.667 shares of common stock to Asher Enterprises in satisfaction of $4,150 principal amount of convertible notes payable. | ||||||||||
On March 28, 2014, the Company issued 11,652,000 shares of common stock to Redwood Fund III in satisfaction of $6,642 principal amount of convertible notes payable. | ||||||||||
On April 1, 2014, the Company issued 17,647,059 shares of common stock to Black Mountain Equities in satisfaction of $15,000 principal amount of convertible notes payable. | ||||||||||
On April 2, 2014, the Company issued 6,900,000 shares of common stock to JMJ Financial in satisfaction of $7,038 principal amount of convertible notes payable. | ||||||||||
On April 2, 2014, the Company issued 12,273,600 shares of common stock to Redwood Fund III in satisfaction of $6,996 principal amount of convertible notes payable. | ||||||||||
On April 8, 2014, the Company issued 12,916,695 shares of common stock to Redwood Fund III in satisfaction of $7,363 principal amount of convertible notes payable. | ||||||||||
On April 10, 2014, the Company issued 17,647,059 shares of common stock to Black Mountain Equities in satisfaction of $15,000 principal amount of convertible notes payable. | ||||||||||
On April 10, 2014, the Company issued 31,749,235 shares of common stock to JMJ Financial in satisfaction of $32,384 principal amount of convertible notes payable. | ||||||||||
On April 10, 2014, the Company issued 13,593,400 shares of common stock to Redwood Fund III in satisfaction of $7,748 principal amount of convertible notes payable. | ||||||||||
On April 10, 2014, the Company issued 10,220,000 shares of common stock to JSJ Investments in satisfaction of $4,088 principal amount of convertible notes payable. | ||||||||||
On April 16, 2014, the Company issued 14,678,154 shares of common stock to Redwood Fund III in satisfaction of $8,367 principal amount of convertible notes payable. | ||||||||||
On April 16, 2014, the Company issued 15,500,000 shares of common stock to Black Mountain Equities in satisfaction of $15,500 principal amount of convertible notes payable. | ||||||||||
On April 23, 2014, the Company issued 10,900,000 shares of common stock to JMJ Financial in satisfaction of $10,900 principal amount of convertible notes payable. | ||||||||||
On April 29, 2014, the Company issued 22,716,552 shares of common stock to JSJ Investments in satisfaction of $14,009 principal amount of convertible notes payable. | ||||||||||
On May 5, 2014, the Company issued 15,000,000 shares of common stock to Barefoot Science Products & Services Inc. | ||||||||||
On May 6, 2014, the Company issued 30,000,000 shares of common stock to Iconic Holdings, LLC in satisfaction of $15,000 principal amount of convertible payable. | ||||||||||
On May 6, 2014, the Company issued 4,492,470 shares of common stock to Redwood Fund III in satisfaction of $3,074 principal amount of convertible payable. | ||||||||||
On May 14, 2014, the Company issued 33,065,760 shares of common stock to Iconic Holdings, LLC in satisfaction of $16,533 principal amount of convertible payable. | ||||||||||
On May 14, 2014, the Company issued 15,483,636 shares of common stock to JSJ Investments in satisfaction of $8,516 principal amount of convertible notes payable. | ||||||||||
On May 27, 2014, the Company issued 15,000,000 shares of common stock (valued at $30,000) to a consultant for services. | ||||||||||
On May 28, 2014, the Company issued 17,545,455 shares of common stock to Asher Enterprises, Inc. in satisfaction of $19,300 principal amount of convertible notes payable. | ||||||||||
On May 29, 2014, the Company issued 37,500,000 shares of common stock to Iconic Holdings, LLC in satisfaction of $15,000 principal amount of convertible notes payable. | ||||||||||
On May 29, 2014, the Company issued 17,600,000 shares of common stock to Iconic Holdings, LLC in satisfaction of $17,600 principal amount of convertible notes payable | ||||||||||
Warrants to Purchase Common Stock | ||||||||||
A summary of warrant activity for the years ended May 31, 2014 and 2013 follows: | ||||||||||
Number of Warrants | Weighted Average Exercise Price | |||||||||
Outstanding May 31, 2012 | - | $ | - | |||||||
Granted | 850,000 | 0.42 | ||||||||
Exercised | - | - | ||||||||
Cancelled | - | - | ||||||||
Outstanding at May 31, 2013 | 850,000 | 0.42 | ||||||||
Granted | - | - | ||||||||
Exercised | - | - | ||||||||
Cancelled | - | - | ||||||||
Outstanding at May 31, 2014 | 850,000 | $ | 0.42 | |||||||
Warrants outstanding at May 31, 2014 consist of: | ||||||||||
Date Granted | Number Outstanding | Exercise price | Expiration Date | |||||||
1-Jun-12 | 100,000 | $ | 1 | 25-May-15 | ||||||
12-Jun-12 | 150,000 | $ | 1 | 12-Jun-15 | ||||||
26-Jun-12 | 100,000 | $ | 1 | 26-Jun-15 | ||||||
1-Jan-13 | 500,000 | $ | 0.01 | 1-Jan-15 | ||||||
Totals | 850,000 |
Fair_Value_Measurements_and_De
Fair Value Measurements and Derivative Liabiliity | 12 Months Ended | ||||||||||||||||
31-May-14 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
Note 10 - 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 Company uses 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 year ended May 31, 2014, the Company entered into numerous convertible note agreements.Under ASC-815, the conversion options embedded in the notes payable described in Note 8 require derivate 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). | |||||||||||||||||
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 interest rate ranging from 0.04% to 0.13 % 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 May 31, 2014. | |||||||||||||||||
Recurring Fair Value Measurements | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Liabilities: | |||||||||||||||||
Derivative liability – May 31, 2014 | $ | - | $ | - | $ | 1,748,982 | $ | 1,748,982 | |||||||||
Derivative liability – May 31, 2013 | $ | - | $ | - | $ | 237,578 | $ | 237,578 |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 11 - Income Taxes | ' | ||||||||
The Company has available net operating loss carry-forwards for financial statement and federal income tax purposes. These loss carry-forwards expire if not used within 20 years from the year generated. The Company's management has decided a valuation allowance is necessary to reduce any tax benefits because the available benefits are more likely than not to expire before they can be used. The tax based accumulated deficit creates tax benefits in the amount of $5,068,598 from inception through May 31, 2014. | |||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets as of May 31, 2014 and 2013 are as follows: | |||||||||
May 31, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets | 5,068,598 | 4,801,271 | |||||||
Valuation allowance | (5,068,598 | ) | (4,801,271 | ) | |||||
Total deferred tax assets | $ | - | $ | - | |||||
The valuation allowance for deferred tax assets as of May 31, 2014 and 2013 was $5,068,598 and $4,801,271, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of May 31, 2014 and 2013, and maintained a full valuation allowance. | |||||||||
Reconciliation between the statutory rate and the effective tax rate is as follows for the years ended May 31, 2014 and 2013: | |||||||||
Federal statutory tax rate | (35.0 | ) % | |||||||
Permanent differences and valuation allowance | 35 | % | |||||||
Effective tax rate | 0 | % |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
31-May-14 | |||||
Notes to Financial Statements | ' | ||||
Note 12 - Commitments and Contingencies | ' | ||||
License Agreements | |||||
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 5. | |||||
Employment Agreements | |||||
On May 25, 2012, the Company entered into an employment agreement with its Chaiman of the Board, 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. The policy has not been implanted as of May 31, 2014. | |||||
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. Ritchie. | |||||
Related Party Transactions | |||||
During the current fiscal year ending May 31, 2014, Mr. Andrew Ritchie was compensated $165,209, with an additional amount of $300,000 for reimbursed expensed. Mr. R. Brent Strasler was compensated $115,850 with no reimbursed expenses. | |||||
Lease Agreement | |||||
On August 1, 2013, the Company entered into an office lease in Toronto, Ontario, Canada for a five year period. At May 31, 2014, the future lease commitments on this lease for the years ended May 31, are as follows: | |||||
2015 | $ | 47,189 | |||
2016 | 47,615 | ||||
2017 | 47,615 | ||||
2018 | 47,615 | ||||
Thereafter | 7,936 | ||||
Total | $ | 197,970 |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Summary Of Significant Accounting Policies Policies | ' | ||||||||
Recent Accountng Pronouncements | ' | ||||||||
In June 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). ASU 2014-10 removes the financial reporting distinction between development stage entities and other reporting entities and eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. As permitted by ASU 2014-10, the Company has elected early application of this standard for the accompanying consolidated financial statements for the years ended May 31, 2014 and 2013. | |||||||||
The Company has reviewed other 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. | |||||||||
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 parent entity of DoMark International, Inc. and its wholly owned subsidiaries, DoMark Canada, Inc., Solarwerks, Inc., and 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 operations related to the recurring measurement and settlement of such transactions. The translation rate for the Canadian dollar as of May 31, 2014 was $0.95. | |||||||||
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 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 May 31, 2014 and 2013, cash and cash equivalents consisted only of cash in the bank. | |||||||||
Loans Receivable Consultant | ' | ||||||||
The loan receivable from consultant is a short term, less than one year note, due July 15, 2014, and is non-interest bearing. | |||||||||
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 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 years ended May 31, 2014 and 2013, diluted common shares outstanding excluded the following dilutive securities as the effect of their inclusion was anti-dilutive: | |||||||||
Common Shares Equivalent | |||||||||
Year Ended May 31, | |||||||||
2014 | 2013 | ||||||||
Convertible notes payable | 1,568,946,386 | 2,337,662 | |||||||
Series A convertible preferred stock | 50,000,000 | 50,000,000 | |||||||
Warrants | 850,000 | 850,000 | |||||||
Total common shares equivalent | 1,619,796,386 | 53,187,662 | |||||||
Intangible Assets | ' | ||||||||
Intangible assets are carried at cost less accumulated amortization. Amortization is recorded over the estimated useful lives of the respective assets. | |||||||||
Reclassification | ' | ||||||||
A reclassification has been made to the prior period consolidated balance sheet to conform to the current period presentation. This reclassification had no effect on previous reported results of operations. The Company has shown separately the amount of treasury stock from the Common stock in the consolidated balance sheet and statement of stockholders’ deficit. | |||||||||
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. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Summary Of Significant Accounting Policies Tables | ' | ||||||||
Net Loss Per Common Share | ' | ||||||||
For the years ended May 31, 2014 and 2013, diluted common shares outstanding excluded the following dilutive securities as the effect of their inclusion was anti-dilutive: | |||||||||
Common Shares Equivalent | |||||||||
Year Ended May 31, | |||||||||
2014 | 2013 | ||||||||
Convertible notes payable | 1,568,946,386 | 2,337,662 | |||||||
Series A convertible preferred stock | 50,000,000 | 50,000,000 | |||||||
Warrants | 850,000 | 850,000 | |||||||
Total common shares equivalent | 1,619,796,386 | 53,187,662 |
Investments_Tables
Investments (Tables) | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Investments Tables | ' | ||||||||
Investments | ' | ||||||||
Investments consist of: | |||||||||
31-May-14 | 31-May-13 | ||||||||
Imagic Ltd. - 40% equity interest | $ | 1,094,166 | $ | - | |||||
Barefoot Science Products & Services Inc. - 15% equity interest | 50,000 | - | |||||||
Total | $ | 1,144,166 | $ | - | |||||
Cost of equity interest | ' | ||||||||
The cost of the 40% equity interest in Imagic Ltd. at May 31, 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. | 147,466 | ||||||||
Payments from Foremark Holdings to Imagic Ltd. in exchange for DoMark notes payable to Foremark Holdings | 150,000 | ||||||||
Total | $ | 1,094,166 | |||||||
The cost of the 15% equity interest in Barefoot Science Products & Services Inc. consists of: | |||||||||
January 25, 2013 cancellation of the Marketing and Distribution Agreement dated June 20, 2012 | $ | 5,000 | |||||||
May 14, 2014 issuance of 15,000,000 shares of DoMark common stock to Lance Todd pursuant to Agreement of Understanding dated March 27, 2014 | 45,000 | ||||||||
Total | $ | 50,000 |
Licensing_Agreement_With_Wazza1
Licensing Agreement With Wazzamba Sa (Tables) | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Licensing Agreement With Wazzamba Sa Tables | ' | ||||||||
Licenses, net of accumulated amortization | ' | ||||||||
Licenses, net of accumulated amortization, consist of: | |||||||||
31-May-14 | 31-May-13 | ||||||||
Wazzamba, S.A. | $ | 300,000 | $ | - | |||||
Bioharmonics | 10,000 | 10,000 | |||||||
Subtotal | 310,000 | 10,000 | |||||||
Accumulated amortization | ( 60,898 | ) | (1,818 | ) | |||||
Total | $ | 249,102 | $ | 8,182 |
Loans_Payable_to_Consultants_a1
Loans Payable to Consultants and Stockholders (Tables) | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Loans Payable To Consultants And Stockholders Tables | ' | ||||||||
Loans payable to consultants and stockholders | ' | ||||||||
Loans payable to related parties, consultants, and stockholders consist of: | |||||||||
31-May-14 | 31-May-13 | ||||||||
Consultant and stockholder | $ | 90,402 | $ | 7,800 | |||||
Chief executive officer/Pres. of DoMark | 47,500 | - | |||||||
Non Exec. Chairman of Board of DoMark | 11,875 | - | |||||||
Chairman of Barefoot Science and affiliate | 21,500 | - | |||||||
- | |||||||||
Consultant | 16,097 | 37,488 | |||||||
Consultant | 1,598 | - | |||||||
Total | $ | 188,972 | $ | 45,288 |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 12 Months Ended | |||||||||||||||||||
31-May-14 | ||||||||||||||||||||
Convertible Notes Payable Tables | ' | |||||||||||||||||||
Convertible notes payable | ' | |||||||||||||||||||
At May 31, 2014, convertible notes payable consisted of: | ||||||||||||||||||||
Date of Note | Noteholder | Interest Rate | Maturity date | Principal Amount | Unamortized Debt Discount | Net Carrying Amount | ||||||||||||||
11/8/13 | Iconic Holdings, LLC | 10 | % | 11/8/14 | $ | 15,000 | (a) | $ | 15,000 | $ | - | |||||||||
11/26/13 | Asher Enterprises, Inc. | 8 | % | 8/26/14 | 7,300 | (b) | 7,300 | - | ||||||||||||
12/4/13 | LG Capital | 10 | % | 6/4/14 | 50,000 | (a) | 35,309 | 14,691 | ||||||||||||
12/9/13 | JMJ Financial Inc. | 12 | % | 12/9/14 | 50,000 | (c) | 49,247 | 753 | ||||||||||||
12/13/13 | Gel Properties Inc. | 10 | % | 9/2/14 | 35,000 | (d) | 20,658 | 14,342 | ||||||||||||
1/10/14 | Asher Enterprises, Inc. | 8 | % | 10/2/14 | 37,500 | (b) | 24,616 | 12,884 | ||||||||||||
2/13/14 | JMJ Financial Inc. | 12 | % | 2/13/15 | 50,000 | (e) | 29,830 | 20,170 | ||||||||||||
2/13/14 | Asher Enterprises, Inc. | 8 | % | 11/13/14 | 27,500 | (f) | 26,580 | 920 | ||||||||||||
2/19/14 | Iconic Holdings, LLC | 10 | % | 2/19/15 | 30,000 | (a) | 29,830 | 170 | ||||||||||||
2/28/14 | LG Capital | 8 | % | 2/28/15 | 30,000 | (a) | 29,891 | 109 | ||||||||||||
3/7/14 | JSJ Investments, Inc. | 12 | % | 9/7/14 | 30,000 | (g) | 29,550 | 450 | ||||||||||||
3/28/14 | Redwood Fund III | 10 | % | 9/28/14 | 50,000 | (h) | 49,922 | 78 | ||||||||||||
3/28/14 | Redwood Mgt LLC | 10 | % | 9/28/14 | 50,000 | (h) | 49,922 | 78 | ||||||||||||
3/28/14 | Asher Enterprises, Inc. | 8 | % | 9/28/14 | 42,500 | (f) | 39,965 | 2,535 | ||||||||||||
4/7/14 | WHC Capital | 12 | % | 10/7/14 | 53,000 | (i) | 52,921 | 79 | ||||||||||||
4/11/14 | Tonaquint | 12 | % | 10/11/14 | 47,000 | (j) | 46,923 | 77 | ||||||||||||
4/24/14 | JSJ Investments, Inc. | 12 | % | 10/24/14 | 50,000 | (g) | 49,922 | 78 | ||||||||||||
5/14/14 | Iconic Holdings, LLC | 5 | % | 11/12/14 | 55,000 | (j) | 55,000 | - | ||||||||||||
5/16/14 | Asher Enterprises, Inc. | 8 | % | 11/14/14 | 32,500 | (f) | 32,500 | - | ||||||||||||
Totals | $ | 742,300 | $ | 674,886 | $ | 67,414 |
Stockholders_Deficit_Tables
Stockholders Deficit (Tables) | 12 Months Ended | |||||||||
31-May-14 | ||||||||||
Stockholders Deficit Tables | ' | |||||||||
Summary of warrant activity | ' | |||||||||
A summary of warrant activity for the years ended May 31, 2014 and 2013 follows: | ||||||||||
Number of Warrants | Weighted Average Exercise Price | |||||||||
Outstanding May 31, 2012 | - | $ | - | |||||||
Granted | 850,000 | 0.42 | ||||||||
Exercised | - | - | ||||||||
Cancelled | - | - | ||||||||
Outstanding at May 31, 2013 | 850,000 | 0.42 | ||||||||
Granted | - | - | ||||||||
Exercised | - | - | ||||||||
Cancelled | - | - | ||||||||
Outstanding at May 31, 2014 | 850,000 | $ | 0.42 | |||||||
Warrants outstanding | ' | |||||||||
Warrants outstanding at May 31, 2014 consist of: | ||||||||||
Date Granted | Number Outstanding | Exercise price | Expiration Date | |||||||
1-Jun-12 | 100,000 | $ | 1 | 25-May-15 | ||||||
12-Jun-12 | 150,000 | $ | 1 | 12-Jun-15 | ||||||
26-Jun-12 | 100,000 | $ | 1 | 26-Jun-15 | ||||||
1-Jan-13 | 500,000 | $ | 0.01 | 1-Jan-15 | ||||||
Totals | 850,000 |
Fair_Value_Measurements_and_De1
Fair Value Measurements and Derivative Liabiliity (Tables) | 12 Months Ended | ||||||||||||||||
31-May-14 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
Recurring Fair Value Measurements | ' | ||||||||||||||||
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 May 31, 2014. | |||||||||||||||||
Recurring Fair Value Measurements | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Liabilities: | |||||||||||||||||
Derivative liability – May 31, 2014 | $ | - | $ | - | $ | 1,748,982 | $ | 1,748,982 | |||||||||
Derivative liability – May 31, 2013 | $ | - | $ | - | $ | 237,578 | $ | 237,578 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Income Taxes Tables | ' | ||||||||
Deferred tax liabilities and assets | ' | ||||||||
Significant components of the Company's deferred tax liabilities and assets as of May 31, 2014 and 2013 are as follows: | |||||||||
May 31, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets | 5,068,598 | 4,801,271 | |||||||
Valuation allowance | (5,068,598 | ) | (4,801,271 | ) | |||||
Total deferred tax assets | $ | - | $ | - | |||||
Reconciliation between the statutory rate and the effective tax rate | ' | ||||||||
Reconciliation between the statutory rate and the effective tax rate is as follows for the years ended May 31, 2014 and 2013: | |||||||||
Federal statutory tax rate | (35.0 | ) % | |||||||
Permanent differences and valuation allowance | 35 | % | |||||||
Effective tax rate | 0 | % |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
31-May-14 | |||||
Commitments And Contingencies Tables | ' | ||||
Future Lease Commitments | ' | ||||
At May 31, 2014, the future lease commitments on this lease for the years ended May 31, are as follows: | |||||
2015 | $ | 47,189 | |||
2016 | 47,615 | ||||
2017 | 47,615 | ||||
2018 | 47,615 | ||||
Thereafter | 7,936 | ||||
Total | $ | 197,970 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 12 Months Ended | 98 Months Ended | |
31-May-14 | 31-May-13 | 31-May-14 | |
Going Concern Details Narrative | ' | ' | ' |
Loss from operation | ($3,638,318) | ($9,480,407) | ($46,028,386) |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
31-May-14 | 31-May-13 | |
Summary Of Significant Accounting Policies Details | ' | ' |
Convertible notes payable | 1,568,946,386 | 2,337,662 |
Series A convertible preferred stock | 50,000,000 | 50,000,000 |
Warrants | 850,000 | 850,000 |
Total | 1,619,796,386 | 53,187,662 |
Investments_Details
Investments (Details) (USD $) | 31-May-14 | 31-May-13 |
Investments Details | ' | ' |
Imagic Ltd. - 40% equity interest | $1,094,166 | ' |
Barefoot Science Products & Services Inc. - 15% equity interest | 50,000 | ' |
Total | $1,144,166 | ' |
Investments_Details_1
Investments (Details 1) (USD $) | 31-May-14 | 31-May-13 |
Investments Details | ' | ' |
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. | $147,466 | ' |
Payments from Foremark Holdings to Imagic Ltd. in exchange for DoMark notes payable to Foremark Holdings | 150,000 | ' |
Total | $1,094,166 | ' |
Investments_Details_2
Investments (Details 2) (USD $) | 31-May-14 |
Investments Details 2 | ' |
January 25, 2013 cancellation of the Marketing and Distribution Agreement dated June 20, 2012 | $5,000 |
May 14, 2014 issuance of 15,000,000 shares of DoMark common stock to Lance Todd pursuant to Agreement of Understanding dated March 27, 2014 | 45,000 |
Total | $50,000 |
Investments_Details_Narrative
Investments (Details Narrative) (USD $) | 12 Months Ended | |
31-May-14 | 31-May-13 | |
Investments Details Narrative | ' | ' |
Impairment charge | ' | $4,605,480 |
Licensing_Agreement_With_Wazza2
Licensing Agreement With Wazzamba Sa (Details) (USD $) | 31-May-14 | 31-May-13 |
Licensing Agreement With Wazzamba Sa Details | ' | ' |
Wazzamba, S.A. | $300,000 | ' |
Bioharmonics | 10,000 | 10,000 |
Subtotal | 310,000 | 10,000 |
Accumulated amortization | -60,898 | -1,828 |
Total | $249,102 | $8,182 |
Loans_Payable_to_Consultants_a2
Loans Payable to Consultants and Stockholders (Details) (USD $) | 31-May-14 | 31-May-13 |
Loans payable to consultants and stockholders | $188,972 | $45,288 |
Consultant And Stockholder [Member] | ' | ' |
Loans payable to consultants and stockholders | 90,402 | 7,800 |
Chairman of DoMark [Member] | ' | ' |
Loans payable to consultants and stockholders | 47,500 | ' |
Chairman Of Barefoot Science And Affiliate [Member] | ' | ' |
Loans payable to consultants and stockholders | 11,875 | ' |
Consultant [Member] | ' | ' |
Loans payable to consultants and stockholders | 21,500 | ' |
Consultant One [Member] | ' | ' |
Loans payable to consultants and stockholders | 16,097 | 37,488 |
Consultant Two [Member] | ' | ' |
Loans payable to consultants and stockholders | $1,598 | ' |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | 31-May-14 | 31-May-13 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | |||||||||||||||||||
Iconic Holdings, LLC [Member] | Asher Enterprises Inc. [Member] | LG Capital [Member] | JMJ Financial Inc. [Member] | Gel Properties Inc [Member] | Asher Enterprises Inc One [Member] | JMJ Financial Inc One [Member] | Asher Enterprises Inc. Two [Member] | Iconic Holdings, LLC One [Member] | LG Capital One [Member] | JSJ Investments Inc. [Member] | Redwood Fund III [Member] | Redwood Mgt LLC [Member] | Asher Enterprises Inc. Three [Member] | WHC Capital [Member] | Tonaquint [Member] | JSJ Investments Inc. One [Member] | Iconic Holdings, LLC Two [Member] | Asher Enterprises Inc. Four [Member] | ||||||||||||||||||||||
Date of Note | ' | ' | 8-Nov-13 | 26-Nov-13 | 4-Dec-13 | 9-Dec-13 | 13-Dec-13 | 10-Jan-14 | 13-Feb-14 | 13-Feb-14 | 19-Feb-14 | 28-Feb-14 | 7-Mar-14 | 28-Mar-14 | 28-Mar-14 | 28-Mar-14 | 7-Apr-14 | 11-Apr-14 | 24-Apr-14 | 14-May-14 | 16-May-14 | |||||||||||||||||||
Interest Rate | ' | ' | 10.00% | 8.00% | 10.00% | 12.00% | 10.00% | 8.00% | 12.00% | 8.00% | 10.00% | 8.00% | 12.00% | 10.00% | 10.00% | 8.00% | 12.00% | 12.00% | 12.00% | 5.00% | 8.00% | |||||||||||||||||||
Maturity date | ' | ' | 8-Nov-14 | 26-Aug-14 | 4-Jun-14 | 9-Dec-14 | 2-Sep-14 | 2-Oct-14 | 13-Feb-15 | 13-Nov-14 | 19-Feb-15 | 28-Feb-15 | 7-Sep-14 | 28-Sep-14 | 28-Sep-14 | 28-Sep-14 | 7-Oct-14 | 11-Oct-14 | 24-Oct-14 | 12-Nov-14 | 14-Nov-14 | |||||||||||||||||||
Principal Amount | $742,300 | ' | $15,000 | [1] | $7,300 | [2] | $50,000 | [1] | $50,000 | [3] | $35,000 | [4] | $37,500 | [2] | $50,000 | [5] | $27,500 | [6] | $30,000 | [1] | $30,000 | [1] | $30,000 | [7] | $50,000 | [8] | $50,000 | [8] | $42,500 | [6] | $53,000 | [9] | $47,000 | [10] | $50,000 | [7] | $55,000 | [10] | $32,500 | [6] |
Unamortized Debt Discount | 674,886 | 59,301 | 15,000 | 7,300 | 35,309 | 49,247 | 20,658 | 24,616 | 29,830 | 26,580 | 29,830 | 29,891 | 29,550 | 49,922 | 49,922 | 39,965 | 52,921 | 46,923 | 49,922 | 55,000 | 32,500 | |||||||||||||||||||
Net Carrying Amount | $67,414 | $148,691 | ' | ' | $14,691 | $753 | $14,342 | $12,884 | $20,170 | $920 | $170 | $109 | $450 | $78 | $78 | $2,535 | $79 | $77 | $78 | ' | ' | |||||||||||||||||||
[1] | (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 25% of the lowest trading price during the 20 trading days prior to the notice of conversion. | |||||||||||||||||||||||||||||||||||||||
[2] | (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 58% of the average of the two lowest closing prices during the 15 trading days prior to the notice of conversion. | |||||||||||||||||||||||||||||||||||||||
[3] | (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 40% of the lowest closing price during the 25 trading days prior to the notice of conversion. | |||||||||||||||||||||||||||||||||||||||
[4] | (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 40% of the lowest closing price during the 20 trading days prior to the notice of conversion. | |||||||||||||||||||||||||||||||||||||||
[5] | (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 $0.085 or 60% of the lowest closing price during the 25 trading days prior to the notice of conversion. | |||||||||||||||||||||||||||||||||||||||
[6] | (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 49% of the average of the two lowest closing prices during the 15 trading days prior to the notice of conversion. | |||||||||||||||||||||||||||||||||||||||
[7] | (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 average of the three lowest bid prices during the 20 trading days prior to the notice of conversion. | |||||||||||||||||||||||||||||||||||||||
[8] | (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 20% of the lowest trading price during the 20 trading days prior to the notice of conversion. | |||||||||||||||||||||||||||||||||||||||
[9] | (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 trading price during the 20 trading days prior to the notice of conversion. | |||||||||||||||||||||||||||||||||||||||
[10] | (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 25% of the lowest trading price during the 15 trading days prior to the notice of conversion. |
Stockholders_Deficit_Details
Stockholders' Deficit (Details) (USD $) | 12 Months Ended | |
31-May-14 | 31-May-13 | |
Stockholders Deficit Details | ' | ' |
Outstanding Number of Warrants, Beginning Balance | 850,000 | ' |
Granted | ' | 850,000 |
Exercised | ' | ' |
Cancelled | ' | ' |
Outstanding Number of Warrants, Ending Balance | 850,000 | 850,000 |
Weighted Average Exercise Price, Beginning Balance | $0.42 | ' |
Granted | ' | $0.42 |
Exercised | ' | ' |
Cancelled | ' | ' |
Weighted Average Exercise Price, Ending Balance | $0.42 | $0.42 |
Stockholders_Deficit_Details_1
Stockholders' Deficit (Details 1) (USD $) | 31-May-14 | 31-May-13 | 31-May-12 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 |
Warrant [Member] | Warrant One [Member] | Warrant Two [Member] | Warrant Three [Member] | ||||
Date Granted | ' | ' | ' | 1-Jun-12 | 12-Jun-12 | 26-Jun-12 | 1-Jan-13 |
Number Of Warrant Outstanding | 850,000 | 850,000 | ' | 100,000 | 150,000 | 100,000 | 500,000 |
Exercise price | ' | ' | ' | $1 | $1 | $1 | $0.01 |
Expiration Date | ' | ' | ' | 25-May-15 | 12-Jun-15 | 26-Jun-15 | 1-Jan-15 |
Fair_Value_Measurements_and_De2
Fair Value Measurements and Derivative Liabiliity (Details) (USD $) | 31-May-14 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 |
Level 1 [Member] | Level 2 [Member] | Level 3 [Member] | ||
LIABILITIES | ' | ' | ' | ' |
Derivative liability - May 31, 2014 | $1,748,982 | ' | ' | $1,748,982 |
Derivative liability - May 31, 2013 | $237,578 | ' | ' | $237,578 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 31-May-14 | 31-May-13 |
Income Taxes Details | ' | ' |
Deferred tax assets | $5,068,598 | $4,801,271 |
Valuation allowance | 5,068,598 | 4,801,271 |
Total deferred tax assets | ' | ' |
Income_Taxes_Details_1
Income Taxes (Details 1) | 12 Months Ended | |
31-May-14 | 31-May-13 | |
Income Taxes Details 1 | ' | ' |
Federal statutory tax rate | -35.00% | -35.00% |
Permanent differences and valuation allowance | 35.00% | 35.00% |
Effective tax rate | 0.00% | 0.00% |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 98 Months Ended | |
31-May-14 | 31-May-13 | |
Income Taxes Details Narrative | ' | ' |
Accumulated deficit tax benefits | $5,068,598 | ' |
Deffered tax assets | $5,068,598 | $4,801,271 |
Recovered_Sheet1
Commitments And Contingencies (Details) (USD $) | 31-May-14 |
Commitments And Contingencies Details | ' |
2015 | $47,189 |
2016 | 47,615 |
2017 | 47,615 |
2018 | 47,615 |
Thereafter | 7,936 |
Total | $197,970 |
Commitments_And_Contingencies_1
Commitments And Contingencies (Details Narrative) (USD $) | 12 Months Ended |
31-May-14 | |
Mr. Andrew Ritchie [Member] | ' |
Compensated amount | $165,209 |
Reimbursed expense | 300,000 |
Mr. R. Brent Strasler [Member] | ' |
Compensated amount | 115,850 |
Reimbursed expense | $0 |