Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Feb. 28, 2015 | |
Document And Entity Information | |
Entity Registrant Name | Domark International Inc. |
Entity Central Index Key | 1365160 |
Document Type | 10-Q |
Document Period End Date | 28-Feb-15 |
Amendment Flag | FALSE |
Current Fiscal Year End Date | -26 |
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 Common Stock, Shares Outstanding | 8,681,112,367 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2015 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Feb. 28, 2015 | 31-May-14 |
CURRENT ASSETS | ||
Cash and cash equivalents | $460 | |
Loan receivable from consultant | 36,203 | 36,203 |
Prepaid expenses | 4,500 | 4,500 |
TOTAL CURRENT ASSETS | 40,703 | 41,163 |
INVESTMENTS | 1,144,166 | 1,144,166 |
OTHER ASSETS | ||
Patents, net of accumulated amortization of $11,105 and $3,605, respectively | 59,397 | 66,897 |
Licenses, net of accumulated amortization of $215,478 and $60,898 respectively | 94,522 | 249,102 |
TOTAL OTHER ASSETS | 153,919 | 315,999 |
TOTAL ASSETS | 1,338,788 | 1,501,328 |
CURRENT LIABILITIES | ||
Accounts payable to Bank | 65 | |
Note payable to bank | 180,000 | 180,000 |
Accounts payable and accrued expenses | 61,770 | 56,940 |
Amounts due under Licensing Agreement with Wazzamba SA | 224,925 | 224,925 |
Loans payable to consultants and stockholders | 181,328 | 188,972 |
Convertible notes payable (net of unamortized discounts of $41,818 and $674,886 respectively) | 573,076 | 67,414 |
Derivative liability for convertible notes payable | 2,314,280 | 1,748,982 |
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES | 3,535,443 | 2,467,233 |
STOCKHOLDERS' 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 February 28, 2015 and May 31, 2014 | 50 | 50 |
Convertible preferred stock series B, $0.0001 par value, Authorized: 10,000,000 | ||
Common stock, $0.001 par value, authorized 14,000,000,000 shares: 8,681,112,367 and 801,627,781 shares issued, and 8,681,112,367 and 801,627,781 shares outstanding, as of February 28, 2015 and May 31, 2014 | 8,805,928 | 801,627 |
Less: Treasury stock (124,819,802 shares) as of February 28, 2015 and May 31, 2014 | -124,820 | -124,820 |
Common stock payable | 858,000 | 858,000 |
Additional paid-in capital | 36,194,642 | 43,529,923 |
Accumulated other comprehensive income (loss) | -126,453 | -88,551 |
Accumulated deficit | -47,804,002 | -45,942,134 |
TOTAL STOCKHOLDERS' DEFICIT | -2,196,655 | -965,905 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $1,338,788 | $1,501,328 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Feb. 28, 2015 | 31-May-14 |
OTHER ASSETS | ||
Patents, net of accumulated amortization | $11,105 | $3,605 |
License, net of accumulated amortization | 215,478 | 60,898 |
CURRENT LIABILITIES | ||
Convertible notes payable net of unamortized discounts | $41,818 | $674,886 |
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 | 0.0001 | 0.0001 |
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 | 14,000,000,000 | 14,000,000,000 |
Common Stock, shares issued | 8,681,112,367 | 801,626,781 |
Common Stock, shares outstanding | 8,681,112,367 | 801,626,781 |
Treasury Stock, Shares | 124,819,802 | 124,819,802 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Consolidated Statements Of Operations | ||||
Sales | ||||
Cost of sales | ||||
Gross profit | ||||
Operating expenses: | ||||
General and administrative | 27,563 | 438,528 | 269,369 | 759,904 |
Stock-based compensation - consultants | 24,003 | 0 | 79,623 | 453,825 |
Stock-based compensation - Salaries and wages | 0 | 0 | 0 | 257,476 |
Depreciation and amortization expense | 55,360 | 1,360 | 162,080 | 2,080 |
Total operating expenses | 106,926 | 439,888 | 511,072 | 1,473,285 |
Loss from operations | -106,926 | -439,888 | -511,072 | -1,473,285 |
Other income (expense): | ||||
Revaluation of derivative liability for convertible notes | 101,879 | -342,625 | -565,302 | -504,369 |
Currency Translation Loss | 0 | -18,569 | 0 | -18,569 |
Interest expense | -441,262 | -262,972 | -785,492 | -350,975 |
Total other income (expense) | -339,383 | -624,166 | -1,350,794 | -873,913 |
Net loss | -446,309 | -1,064,054 | -1,861,866 | -2,347,198 |
Statement of Comprehensive Income: Net Loss | -446,309 | -1,064,054 | -1,861,866 | -2,347,198 |
Other Comprehensive Loss | ||||
Foreign Currency Adjustment | -14,213 | 0 | -37,902 | 0 |
Total Other Comprehensive Loss | -14,213 | 0 | -37,902 | 0 |
Total Comprehensive loss | ($460,522) | ($1,064,054) | ($1,899,768) | ($2,347,198) |
Net loss per common share, basic and diluted | $0 | ($0.01) | $0 | ($0.02) |
Weighted average common shares outstanding | 7,743,112,656 | 138,202,346 | 6,582,724,800 | 96,680,371 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | ($1,861,866) | ($2,347,198) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 162,080 | 2,080 |
Common stock issued for compensation - consultants | 79,623 | |
Common stock issued as compensation | 513,675 | |
Non cash interest expense | 785,492 | 336,064 |
Loss (gain) on derivative valuation | 565,302 | 504,369 |
Changes in Operating assets and liabilities: | ||
Prepaid expenses | 3,591 | |
Accounts payable and accrued expenses | -4,830 | 48,162 |
Accounts payable -related party | 7,644 | |
Net cash used in operating activities | -266,555 | -939,257 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for investments | -171,608 | |
Cash paid for loan receivable from consultant | -36,203 | |
Net cash used in investing activities | -207,811 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable | 180,829 | 752,500 |
Proceeds from loans payable to consultants and stockholders | 123,103 | 224,499 |
Payments made on loans payable to consultants and stockholders | -10,007 | |
Proceeds received from notes payable | 180,000 | |
Net cash provided by financing activities | 303,932 | 1,146,992 |
Other comprehensive income ( loss ) effect of exchange rate changes on cash | -37,902 | |
Net decrease in cash and cash equivalents | -525 | -20 |
CASH BALANCE BEGINNING OF PERIOD | 460 | 20 |
CASH BALANCE (BANK OVERDRAFT) - END OF PERIOD | -65 | |
Cash paid for interest | 20,424 | 9,700 |
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 | |
Shares issued for settlement of loans payable to consultants and stockholders | 65,102 | 52,500 |
Shares issued for settlement of convertible notes payable | 487,998 | 475,664 |
Shares issued for patent acquisition | 35,500 | |
Shares issued for 19% equity interest in Imagic Ltd | 796,700 | |
Convertible notes payable issued for equity interests in Imagic LTD | $150,000 |
Description_of_Business
Description of Business | 9 Months Ended |
Feb. 28, 2015 | |
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. On May 21, 2009, the Company entered into an acquisition agreement (the "Victory Lane Agreement") with Victory Lane Financial Elite, LLC ("Victory Lane") with respect to a real estate lifestyle business known as "Victory Lane" (the "Victory Lane Business"). Shortly thereafter, a dispute arose between the Company and the principals of Victory Lane regarding the representations of the principals of Victory Lane and the Victory Lane Business and the Victory Lane Agreement. |
On March 5, 2012, the Company entered into an Asset Purchase Agreement with its then controlling shareholder, R. Thomas Kidd, for the sale of the Company’s subsidiary Armada Armada/The Golf Championships and certain assets related thereto. The Company relied upon Accounting Standards Codification (“ASC”) Topic Nos, 8602025 and 8602040 to record the sale. The fair value of the transaction was measured at the fair value of the assets less any liabilities sold. | |
On February 29, 2012, the Company formed a new wholly owned subsidiary, Solarwerks, Inc. in the state of Nevada, for the purposes of entering the business of marketing specialized solar consumer electronics. Solarwerks' current focus is to develop and distribute the SolaPad, a combined cover and charging system for Apple's iPad; and the SolaCase, a combined cover and charging system for all versions of Apple's iPhone. Solarwerks competes in a market that also includes 3D Systems (DDD), Dell (DELL) and Hewlett Packard (HPQ). Solarwerks, Inc. is currently in default with the Nevada Secretary of State. | |
On June 20, 2012, the Company formed a new whollyowned 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 whollyowned 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 | 9 Months Ended |
Feb. 28, 2015 | |
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. Furthermore, the Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors, promissory notes from lenders, and the support of certain stockholders. |
These factors raise substantial doubt about the ability of the Company to continue as a going concern. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. In this regard, management is planning to raise any necessary additional funds through loans and additional sales of its common stock. There isn’t any assurance that the Company will be successful in raising additional capital to meet its operating needs. |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Feb. 28, 2015 | |
Notes to Financial Statements | |
Note 3 - Basis of Presentation | The unaudited consolidated financial statements as of February 28, 2015 and for the nine months ended February 28, 2014 have been prepared in accordance with accounting principles generally accepted in the United States for interim consolidated financial information and with instructions to Form 10Q. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the consolidated financial position as of February 15, 2015 and the results of operations and cash flows for the nine months ended February 28, 2015 and 2014. The financial data and other information disclosed in these notes to the interim consolidated financial statements related to these periods are unaudited. The results for the nine month period February 28, 2015 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending May 31, 2015. The consolidated balance sheet at February 28, 2015 has been derived from the unaudited consolidated financial statements at that date. |
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited consolidated financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended May 31, 2014 as included in our annual report on Form 10K. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Note 4 - Summary of Significant Accounting Policies | RECENT ACCOUNTNG PRONOUNCEMENTS | ||||||||
In June 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201410, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 201410”). ASU 201410 removes the financial reporting distinction between development stage entities and other reporting entities and eliminates the requirements for development stage entities to (1) present inceptiontodate 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 201410, the Company has elected early application of this standard for the accompanying consolidated financial statements for the Quarter ended February 28, 2015 and year ended May 31, 2014. 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., MuscleFoot, Inc. The Company has relied upon the guidance provided by ASC Topic No. 81010153. | |||||||||
Foreign Currency Translation and Transaction Gains and Losses | |||||||||
We record foreign currency translation adjustments and transaction gains and losses in accordance with SFAS 52, Foreign Currency Translation. For our operations that have a functional currency other than the U.S. dollar, gains and losses resulting from the translation of the functional currency into U.S. dollars for financial statement presentation are not included in determining net loss but are accumulated in the cumulative foreign currency translation adjustment account as a separate component of shareholders’ deficit. The Company and its subsidiaries also have transactions in foreign currencies other than the functional currency. We record transaction gains and losses in our consolidated statements of income related to the recurring measurement and settlement of such transactions. The translation rates as of February 28, 2015 were $1.00 US equaled $1.25 Canadian. | |||||||||
USE OF ESTIMATES | |||||||||
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates. | |||||||||
The primary management estimates included in these condensed consolidated financial statements are the fair value of Company stock tendered in various nonmonetary transactions and the fair value of the derivative liability for convertible notes payable. | |||||||||
CASH AND CASH EQUIVALENTS | |||||||||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At February 28, 2015 there weren’t any cash or cash equivalents. At May 31, 2014, cash and cash equivalents consisted only of cash in the bank. | |||||||||
LOANS RECEIVABLE CONSULTANT | |||||||||
The loan receivable consultants are a short term, less than one year note, due July 15, 2015 and noninterest bearing. | |||||||||
NET LOSS PER COMMON SHARE | |||||||||
Basic net loss per common share is computed by dilutive net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive securities (such as convertible notes payable, convertible preferred stock, and warrants) outstanding during the relevant period. Dilutive securities having an antidilutive effect on diluted net loss per common share are excluded from the calculation. | |||||||||
For the nine months ending February 28, 2015 and 2014, diluted common shares outstanding excluded the following dilutive securities as the effect of their inclusion was antidilutive: | |||||||||
Common Shares Equivalent | |||||||||
Nine Months Ended February, | |||||||||
2015 | 2014 | ||||||||
Convertible notes payable | 307,459,536 | 2,163,265 | |||||||
Series A convertible preferred stock | 50,000,000 | 50,000,000 | |||||||
Warrants | 850,000 | 850,000 | |||||||
Total common shares equivalent | 358,309,536 | 53,013,265 | |||||||
INTANGIBLE ASSETS | |||||||||
Intangible assets are carried at cost less accumulated amortization. Amortization is recorded over the estimated useful lives of the respective assets. | |||||||||
IMPAIRMENT OF LONGLIVED ASSETS | |||||||||
In accordance with ASC Topic No. 3601040, longlived 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. | |||||||||
STOCKBASED COMPENSATION | |||||||||
The Company accounts for share based payments in accordance with ASC Topic No. 718, Compensation Stock Compensation, which requires all sharebased 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 71810309, 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 BlackScholes 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 stock volatility, 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 free trading shares from the Company’s authorized common stock. | |||||||||
ASC Topic No. 505, "CompensationStock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to nonemployees for goods or services. Under this method, stock compensation expense includes compensation expense for all stockbased compensation awards granted on or after January 1, 2006, based on the grantdate 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 | 9 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Note 5 - Investments | Investments consist of: | ||||||||
February 28, | May 31, | ||||||||
2015 | 2014 | ||||||||
Imagic Ltd. 40% equity interest | $ | 1,094,166 | $ | 1,094,166 | |||||
Barefoot Science Products & Services Inc. 15% equity interest | 50,000 | 50,000 | |||||||
Total | $ | 1,144,166 | $ | 1,144,166 | |||||
The cost of the 40% equity interest in Imagic Ltd. at November 30, 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% | 96,005 | ||||||||
equity interest in Imagic Ltd. | |||||||||
Cash payments to or for the benefit of Imagic Ltd. | 150,661 | ||||||||
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 overthe counter market. Imagic is accounted for on the equity method of accounting. The Company consolidates entities that we control. The Company accounts for investments in joint ventures using the equity method of accounting when we exercise significant influence over the venture. If the Company does not exercise significant influence, we account for the investment using the cost method of accounting. Imagic did not have any revenues or expenses for the period ended February 28, 2015. |
Licensing_Agreement_With_Wazza
Licensing Agreement With Wazzamba Sa | 9 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Note 6 - Licensing Agreement With Wazzamba Sa | During the three months ended February 28, 2014, the Company executed a Licensing Agreement with Wazzamba SA (the “Licensor”). The agreement provides the Company an exclusive license to use certain technology (which permits thirdparty 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, 2015, the Company has a recorded intangible asset for “Licensing Agreement with Wazzamba SA” in the amount of $300,000, and included the liability under the Licenses net of accumulated amortization. Commencing March 1, 2014, the Company will amortize the $300,000 intangible asset on a straight line basis over the remaining 17 months of the Initial Term ending July 31, 2015 (approximately $17,647 per month). | |||||||||
On March 27, 2014, the Company paid $75,000 of the first $300,000 “Flat Fee” installment due the Licensor under the agreement. The other $225,000 due is presently past due. | |||||||||
Licenses, net of accumulated amortization are as follows: | |||||||||
February 28, | February 28, | ||||||||
2015 | 2014 | ||||||||
Wazzamba S. A. | $ | 300,000 | $ | 300,000 | |||||
Bio harmonics | 10,000 | 10,000 | |||||||
Subtotal | 310,000 | 310,000 | |||||||
Accumulated amortization | (215,478 | ) | (60,698 | ) | |||||
Totals | $ | 94,522 | $ | 249,302 |
Note_Payable_To_Bank
Note Payable To Bank | 9 Months Ended |
Feb. 28, 2015 | |
Notes to Financial Statements | |
Note 7 - Note Payable To Bank | In December 2013, the Company entered into a Loan Agreement with a bank located in Maryland. The related Promissory Note in the amount of $180,000 bears interest at a rate at 10% payable monthly, and is due in full on December 31, 2014, and is secured by a 25,000,000 shares of Domark International, Inc (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. The loan has been modified and the lender has extended a six month extension for the loan repayment, with a July 1, 2015 balloon due date. |
Loans_Payable_to_Consultants_a
Loans Payable to Consultants and Stockholders | 9 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Note 8 - Loans Payable to Consultants and Stockholders | Loans payable to consultants and stockholders consist of ; | ||||||||
February 28, | May 31, | ||||||||
2015 | 2014 | ||||||||
Consultant and stockholder | $ | 80,796 | $ | 90,402 | |||||
President of Domark | 45,850 | 47,500 | |||||||
Non-exec Chairman of Domark | - | 11,875 | |||||||
Chairman of Barefor Science and affilliate | 21,500 | 21,500 | |||||||
Consultant | 16,097 | 16,097 | |||||||
Consultant | 17,085 | 1,598 | |||||||
Totals | $ | 181,328 | $ | 188,972 | |||||
These loans are informal and do not provide for interest or a stated maturity date |
Convertible_Notes_Payable
Convertible Notes Payable | 9 Months Ended | |||||||||||||||||||||
Feb. 28, 2015 | ||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||
Note 9 - Convertible Notes Payable | At February 28, 2015 the convertible notes payable consisted of ; | |||||||||||||||||||||
Date of | Interest | Maturity | Principal | Unamortized | Net | |||||||||||||||||
Note | Noteholder | Rate | Date | Amount | Discount | Note | ||||||||||||||||
12/19/13 | JMJ Financial Inc | 10 | % | 12/19/14 | $ | 24,842 | (i) | $ | 0 | $ | 24,842 | |||||||||||
3/7/14 | JSJ Investments, Inc. | 12 | % | 10/7/14 | 12,130 | (g) | 0 | 12,130 | ||||||||||||||
3/28/14 | Redwood Fund III | 10 | % | 9/28/14 | 35,122 | (f) | 0 | 35,122 | ||||||||||||||
3/18/14 | Redwood Managament, LLC. | 10 | % | 9/28/14 | 50,000 | (g) | 0 | 50,000 | ||||||||||||||
4/14/14 | WHC Capital, Inc | 12 | % | 10/14/14 | 38,200 | (i) | 0 | 38,200 | ||||||||||||||
4/11/14 | Tonaquint, Inc | 12 | % | 10/11/14 | 40,559 | (g) | 0 | 40,559 | ||||||||||||||
4/24/14 | JSJ Investments, Inc. | 12 | % | 10/24/14 | 50,000 | (g) | 0 | 50,000 | ||||||||||||||
5/12/14 | Iconic Holdings, LLC | 10 | % | 11/12/14 | 46,645 | (g) | 0 | 46,645 | ||||||||||||||
5/16/14 | KBM Worldwide, Inc | 8 | % | 11/14/14 | 9,410 | (l) | 0 | 9,410 | ||||||||||||||
6/3/14 | Adar Bays, Inc | 8 | % | 12/12/14 | 48,654 | (g) | 0 | 48,654 | ||||||||||||||
6/23/14 | JMJ Financial Inc | 10 | % | 12/23/14 | 50,000 | (i) | 0 | 50,000 | ||||||||||||||
7/3/14 | LG Capital, Inc | 8 | % | 1/3/15 | 36,750 | (a) | 0 | 36,750 | ||||||||||||||
7/22/14 | Redwood Fund III | 10 | % | 1/22/15 | 100,082 | (g) | 0 | 100,082 | ||||||||||||||
8/14/14 | KBM Worldwide, Inc | 8 | % | 2/14/15 | 27,500 | (l) | 0 | 27,500 | ||||||||||||||
10/8/14 | LG Capital, Inc | 8 | % | 4/8/15 | 3,000 | (a) | 52 | 2,948 | ||||||||||||||
12/2/14 | Tonaquint, Inc | 12 | % | 6/2/15 | 10,000 | (g) | 9,900 | 100 | ||||||||||||||
12/5/14 | LG Capital, Inc. | 8 | % | 6/5/15 | 9,500 | (a) | 9402 | 98 | ||||||||||||||
1/7/15 | LG Capital Inc | 8 | % | 7/7/15 | 22,500 | (a) | 22,464 | 36 | ||||||||||||||
Totals | $ | 614,894 | $ | 41,818 | $ | 573,076 | ||||||||||||||||
Legend | ||||||||||||||||||||||
(a) | At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.081 or 50% of the average of the three lowest closing prices during the 10 trading days prior to the notice of conversion. | |||||||||||||||||||||
(b) | At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.085 or 60% of the lowest closing price during the 25 trading days prior to the notice of conversion. | |||||||||||||||||||||
(c) | At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.08 or 50% of the lowest closing price during the 10 trading days prior to the notice of conversion. | |||||||||||||||||||||
(d) | At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.0725 or 34% of the lowest closing price during the 20 trading days prior to the notice of conversion. | |||||||||||||||||||||
(e) | At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 55% of the average of the two lowest closing prices during the 15 trading days prior to the notice of conversion. | |||||||||||||||||||||
(f) | At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.00929 or 50% of the average of the three lowest trading prices during the 10 trading days prior to the notice of conversion. | |||||||||||||||||||||
(g) | At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 25% of the lowest trading price during the 20 trading days prior to the notice of conversion. | |||||||||||||||||||||
(h) | At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 58% of the average of the two lowest closing prices during the 15 trading days prior to the notice of conversion. | |||||||||||||||||||||
(i) | At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 40% of the lowest closing price during the 25 trading days prior to the notice of conversion. | |||||||||||||||||||||
(j) | At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 40% of the lowest closing price during the 20 trading days prior to the notice of conversion. | |||||||||||||||||||||
(k) | At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 58% of the average of the two lowest closing prices during the 15 trading days prior to the notice of conversion. | |||||||||||||||||||||
(l) | At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 49% of the average of the two lowest closing prices during the 15 trading days prior to the notice of conversion. |
Stockholders_Equity
Stockholders Equity | 9 Months Ended | ||||||||||
Feb. 28, 2015 | |||||||||||
Notes to Financial Statements | |||||||||||
Note 10 - Stockholders Equity | Series A Convertible Preferred Stock | ||||||||||
Each share of Series A Convertible Preferred Stock has 1,000 voting rights and is convertible into 1,000 shares of common stock. | |||||||||||
Common Stock Issuances | |||||||||||
On December 1, 2014, the Company issued 233,356,500 shares of common stock for LG Capital, Inc. in satisfaction of $4,667 of principal amount of convertible notes payable. | |||||||||||
On December 3, 2014, the Company issued 164,350,200 shares of common stock for Redwood Fund III, Inc.in satisfaction of $ 3,287 of principal amount of convertible notes payable. | |||||||||||
On December 5, 2014, the Company issued 228,000,000 shares of common stock for KBM Worldwide, Inc. in satisfaction of $11,400 of principal amount of convertible notes payable. | |||||||||||
On December 10, 2014, the Company issued 128,428,577 shares of common stock for Iconic Holdings, LLC in satisfaction of $ 3,148 of principal amount of convertible notes payable | |||||||||||
On December 10, 2014, the Company issued 200,000,000 shares of common stock for WHC Capital, Inc. in satisfaction of $4,800 of principal amount of convertible notes payable. | |||||||||||
On December 10, 2014, the Company issued 157,500,000 shares of common stock for Tonaquint, Inc. in satisfaction of $3,937 of principal amount of convertible notes payable. | |||||||||||
On December 16,, 2014, the Company issued 307,937,698 shares of common stock for JSJ Investments, Inc. in satisfaction of $7,698 of principal amount of convertible notes payable. | |||||||||||
On December 22, 2014, the Company issued 318,000,000 shares of common stock for JMJ Financial, Inc. in satisfaction of $19,080 of principal amount of convertible notes payable. | |||||||||||
On December 30, 2014, the Company issued 153,846,000 shares of common stock for Adars Bay, Inc. in satisfaction of $3,846 of principal amount of convertible notes payable. | |||||||||||
On December 31, 2014, the Company issued 181,200,000 shares of common stock for KBM Worldwide, Inc. in satisfaction of $9,060 of principal amount of convertible notes payable. | |||||||||||
On December 31, 2014, the Company issued 256,044,000 shares of common stock for LG Capital, Inc.in satisfaction of $5,121 of principal amount of convertible notes payable. | |||||||||||
On December 31, 2014, the Company issued 46,800,000 shares of common stock for KBM Worldwide, Inc. in satisfaction of $2,340 of principal amount of convertible notes payable. | |||||||||||
On December 31, 2014, the Company issued 181,200,000 shares of common stock to KBM Worldwide, Inc. in satisfaction of $9,060 of principal amount of convertible notes payable. | |||||||||||
On December 31, 2014, the Company issued 256,044,000 shares of common stock to LG Capital, Inc., Inc. in satisfaction of $5,121 principal amount of convertible notes payable. | |||||||||||
On January 12, 2015, the Company issued 160,000,000 shares of common stock to Tonaquint, Inc.in satisfaction of $4,000 principal amount of convertible notes payable. | |||||||||||
On February 17, 2015, the Company issued 280,600,000 shares of common stock to KBM Worldwide, Inc. in satisfaction of $ 14,030 principal amount of convertible notes payable. | |||||||||||
Warrants to Purchase Common Stock | |||||||||||
A summary of warrant activity for the nine months ending February 28, 2015 and for the year ended May 31, 2014 are as follows: | |||||||||||
Weighted | Exercise | ||||||||||
Average | Price | ||||||||||
Number of | |||||||||||
Warrants | |||||||||||
Outstanding at May 31, 2013 | $ | - | $ | - | |||||||
Granted | 850,000 | 0.42 | |||||||||
Exercised | - | - | |||||||||
Cancelled | - | - | |||||||||
Outstanding at May 31, 2014 | 850,000 | 0.42 | |||||||||
Granted | - | - | |||||||||
Exercised | - | - | |||||||||
Cancelled | - | - | |||||||||
Outstanding at February 28, 2015 | $ | 850,000 | $ | 0.42 | |||||||
Warrants outstanding at February 28, 2015 consist of: | |||||||||||
Date Granted | Number | Exercise | Expiration | ||||||||
Outstanding | price | Date | |||||||||
25-May-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-12 | 500,000 | $ | 0.01 | 1-Jan-15 | |||||||
Totals | 850,000 |
Fair_Value_Measurements_and_De
Fair Value Measurements and Derivative Liabiliity | 9 Months Ended | ||||||||||||||||
Feb. 28, 2015 | |||||||||||||||||
Notes to Financial Statements | |||||||||||||||||
Note 11 - Fair Value Measurements and Derivative Liabiliity | The Company evaluates all of it financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then revalued at each reporting ate, with changes in the fair value reported as charges or credits to income. For optionbased derivative financial instruments, the Companyuses the BlackScholes optionpricing 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 reassessed at the end of each reporting period derivative instrument liabilities are classified in the balance sheet as current or noncurrent based on whether or not netcash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | ||||||||||||||||
During the period ended February 28, 2015 the Company entered into several convertible note agreements. The conversion option and the outstanding common stock warrants on that date which were tainted by the convertible note were classified as derivative liabilities at their fair value on the date of issuance. | |||||||||||||||||
Under ASC815 the conversion options embedded in the notes payable described in Note 9 require liability classification because they do not contain an explicit limit to the number of shares that could be issued upon settlement. | |||||||||||||||||
As defined in FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). | |||||||||||||||||
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 exchangetraded 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 predicated upon the following assumptions: dividend yield of 0%, volatility of stock price 0%, risk free interest rate varying from 8 to 12 % and an expected term equal to the remaining conversion period 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 of February 28, 2015. | |||||||||||||||||
Recurring Fair Value Measurements | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
LIABILITIES: | |||||||||||||||||
Derivative liability February 28, 2015 | - | - | 2,314,280 | 2,314,280 | |||||||||||||
Derivative liability May 31, 2014 | - | - | 1,748,982 | 1,748,982 |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||
Feb. 28, 2015 | |||||
Notes to Financial Statements | |||||
Note 12 - Commitments and Contingencies | License Agreements | ||||
On February 29, 2012, the Company entered into a Memorandum of Agreement with Xiamen Taiyang Neng Gongsi and Michael Franklin. For and in consideration of the payment of an initial license fee of $10,000, and for the future payment of royalties of $5.00 per SolaPad unit sold, Xiamen granted an exclusive worldwide license and joint patent rights to the Company for a solar charging case for IPAD, including IPAD 3. The license under the Agreement expires on December 31, 2018. | |||||
On April 19, 2013, our subsidiary DoMark Canada Inc. executed an agreement with Bioharmonics Technologies Cop. (“Bioharmoniecs”). The agreement provided for the acquisition of certain inventions and related patents and patent applications in exchange for 500,000 shares of DoMark common stock (which was delivered April 19, 2013) and $30,000 cash payable no later than October 17, 2013 (which was satisfied through the delivery of an additional 500,000 shares of DoMark common stock to Bioharmonics on August 15, 2013). The agreement also provides for a royalty obligation payable quarterly to Bioharmonics equal to 10% of the wholesale price for each unit using infrared and solar charging. | |||||
In January 2014, the Company executed a Licensing Agreement with Wazzamba SA. See Note 6. | |||||
Employment Agreements | |||||
On May 25, 2012, the Company entered into an employment agreement with its President, R. Brentwood Strasler, for an indefinite period or until terminated. Mr. | |||||
Strasler is entitled to an annual salary of $150,000 USD and 100,000 stock purchase warrants exercisable to purchase shares of common stock of the Company at $1.00 per share. The warrants are exercisable for a three year period and can be vested quarterly on a pro rata basis over twelve months from the date of issue. Additionally, Mr. Strasler is to be enrolled in a long term Executive Option Plan and is entitled to term life insurance in the face amount of $2,500,000, payable to the beneficiary designated by Mr. Strasler. | |||||
On June 15, 2012, the Company entered into an employment agreement with its Chief Executive Officer Andrew Ritchie, for an indefinite period or until terminated. Mr. Ritchie is entitled to an annual salary of $240,000 USD and 150,000 stock purchase warrants exercisable to purchase shares of common stock of the Company at $1.00 per share. The warrants are exercisable for a three year period and can be vested quarterly on a pro rata basis over twelve months from the date of issue. Additionally, Mr. Ritchie is to be enrolled in a long term Executive Option Plan and is entitled to term life insurance in the face amount of $2,500,000, payable to the beneficiary designated by Mr. Richie. | |||||
Lease Agreement | |||||
On August 1, 2013, the Company entered into an office lease in Toronto, Ontario, Canada for a five year period. At February 28, 2015, the future lease commitments on this lease for the years ended May 31, are as follows, and are in U.S. dollars: | |||||
2015 | $ | 11,264 | |||
2016 | 47,616 | ||||
2017 | 47,616 | ||||
2018 | 47,616 | ||||
Thereafter | 7,936 | ||||
Total | $ | 162,047 |
Subsequent_Event
Subsequent Event | 9 Months Ended |
Feb. 28, 2015 | |
Notes to Financial Statements | |
Note 13 - Subsequent Event | In January 2015, the Company entered into a joint venture agreement with Mobil Lads, Corp, to acquire 60% of Simbadeals North American licensing rights, for $700,000 value of Mobile Lads Corp common stock and $225,000 in cash. The cash will be used by Domark to pay off the existing licensing responsibilities to Wazzamba ( the program developer of Simbadeals). Mobil Lads Corp will manage the future of Simbadeals and will be fully responsible for all future funding requirements of the operation. Domark will retain a 25% interest in the Joint Venture. As of February 28, 2015 the Joint Venture payment to Domark International, Inc. from Mobil Lads, Inc. has not been made. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Summary Of Significant Accounting Policies Policies | |||||||||
Recent Accountng Pronouncements | In June 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 201410, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 201410”). ASU 201410 removes the financial reporting distinction between development stage entities and other reporting entities and eliminates the requirements for development stage entities to (1) present inceptiontodate 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 201410, the Company has elected early application of this standard for the accompanying consolidated financial statements for the Quarter ended February 28, 2015 and year ended May 31, 2014. 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., MuscleFoot, Inc. The Company has relied upon the guidance provided by ASC Topic No. 81010153. | ||||||||
Foreign Currency Translation and Transaction Gains and Losses | We record foreign currency translation adjustments and transaction gains and losses in accordance with SFAS 52, Foreign Currency Translation. For our operations that have a functional currency other than the U.S. dollar, gains and losses resulting from the translation of the functional currency into U.S. dollars for financial statement presentation are not included in determining net loss but are accumulated in the cumulative foreign currency translation adjustment account as a separate component of shareholders’ deficit. The Company and its subsidiaries also have transactions in foreign currencies other than the functional currency. We record transaction gains and losses in our consolidated statements of income related to the recurring measurement and settlement of such transactions. The translation rates as of February 28, 2015 were $1.00 US equaled $1.25 Canadian. | ||||||||
Use of Estimates | The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates. | ||||||||
The primary management estimates included in these condensed consolidated financial statements are the fair value of Company stock tendered in various nonmonetary transactions and the fair value of the derivative liability for convertible notes payable. | |||||||||
Cash and Cash Equivalents | The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At February 28, 2015 there weren’t any cash or cash equivalents. At May 31, 2014, cash and cash equivalents consisted only of cash in the bank. | ||||||||
Loans Receivable Consultant | The loan receivable consultants are a short term, less than one year note, due July 15, 2015 and noninterest bearing. | ||||||||
Net Loss Per Common Share | Basic net loss per common share is computed by dilutive net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive securities (such as convertible notes payable, convertible preferred stock, and warrants) outstanding during the relevant period. Dilutive securities having an antidilutive effect on diluted net loss per common share are excluded from the calculation. | ||||||||
For the nine months ending February 28, 2015 and 2014, diluted common shares outstanding excluded the following dilutive securities as the effect of their inclusion was antidilutive: | |||||||||
Common Shares Equivalent | |||||||||
Nine Months Ended February, | |||||||||
2015 | 2014 | ||||||||
Convertible notes payable | 307,459,536 | 2,163,265 | |||||||
Series A convertible preferred stock | 50,000,000 | 50,000,000 | |||||||
Warrants | 850,000 | 850,000 | |||||||
Total common shares equivalent | 358,309,536 | 53,013,265 | |||||||
Intangible Assets | Intangible assets are carried at cost less accumulated amortization. Amortization is recorded over the estimated useful lives of the respective assets. | ||||||||
Impairment of Long-Lived Assets | In accordance with ASC Topic No. 3601040, longlived 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 sharebased 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 71810309, 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 BlackScholes 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 stock volatility, 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 free trading shares from the Company’s authorized common stock. | ||||||||
ASC Topic No. 505, "CompensationStock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to nonemployees for goods or services. Under this method, stock compensation expense includes compensation expense for all stockbased compensation awards granted on or after January 1, 2006, based on the grantdate 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) | 9 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Summary Of Significant Accounting Policies Tables | |||||||||
Net Loss Per Common Share | Common Shares Equivalent | ||||||||
Nine Months Ended February, | |||||||||
2015 | 2014 | ||||||||
Convertible notes payable | 307,459,536 | 2,163,265 | |||||||
Series A convertible preferred stock | 50,000,000 | 50,000,000 | |||||||
Warrants | 850,000 | 850,000 | |||||||
Total common shares equivalent | 358,309,536 | 53,013,265 |
Investments_Tables
Investments (Tables) | 9 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Investments Tables | |||||||||
Investments | February 28, | May 31, | |||||||
2015 | 2014 | ||||||||
Imagic Ltd. 40% equity interest | $ | 1,094,166 | $ | 1,094,166 | |||||
Barefoot Science Products & Services Inc. 15% equity interest | 50,000 | 50,000 | |||||||
Total | $ | 1,144,166 | $ | 1,144,166 | |||||
Cost of equity interest | 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% | 96,005 | ||||||||
equity interest in Imagic Ltd. | |||||||||
Cash payments to or for the benefit of Imagic Ltd. | 150,661 | ||||||||
Payments from Foremark Holdings to Imagic Ltd. in exchange for DoMark notes payable to Foremark Holdings | 150,000 | ||||||||
Total $ | 1,094,166 |
Licensing_Agreement_With_Wazza1
Licensing Agreement With Wazzamba Sa (Tables) | 9 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Licensing Agreement With Wazzamba Sa Tables | |||||||||
Licenses, net of accumulated amortization | February 28, | February 28, | |||||||
2015 | 2014 | ||||||||
Wazzamba S. A. | $ | 300,000 | $ | 300,000 | |||||
Bio harmonics | 10,000 | 10,000 | |||||||
Subtotal | 310,000 | 310,000 | |||||||
Accumulated amortization | (215,478 | ) | (60,698 | ) | |||||
Totals | $ | 94,522 | $ | 249,302 |
Loans_Payable_to_Consultants_a1
Loans Payable to Consultants and Stockholders (Tables) | 9 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Loans Payable To Consultants And Stockholders Tables | |||||||||
Loans payable to consultants and stockholders | February 28, | May 31, | |||||||
2015 | 2014 | ||||||||
Consultant and stockholder | $ | 80,796 | $ | 90,402 | |||||
President of Domark | 45,850 | 47,500 | |||||||
Non-exec Chairman of Domark | - | 11,875 | |||||||
Chairman of Barefor Science and affilliate | 21,500 | 21,500 | |||||||
Consultant | 16,097 | 16,097 | |||||||
Consultant | 17,085 | 1,598 | |||||||
Totals | $ | 181,328 | $ | 188,972 |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 9 Months Ended | |||||||||||||||||||||
Feb. 28, 2015 | ||||||||||||||||||||||
Convertible Notes Payable Tables | ||||||||||||||||||||||
Convertible notes payable | Date of | Interest | Maturity | Principal | Unamortized | Net | ||||||||||||||||
Note | Noteholder | Rate | Date | Amount | Discount | Note | ||||||||||||||||
12/19/13 | JMJ Financial Inc | 10 | % | 12/19/14 | $ | 24,842 | (i) | $ | 0 | $ | 24,842 | |||||||||||
3/7/14 | JSJ Investments, Inc. | 12 | % | 10/7/14 | 12,130 | (g) | 0 | 12,130 | ||||||||||||||
3/28/14 | Redwood Fund III | 10 | % | 9/28/14 | 35,122 | (f) | 0 | 35,122 | ||||||||||||||
3/18/14 | Redwood Managament, LLC. | 10 | % | 9/28/14 | 50,000 | (g) | 0 | 50,000 | ||||||||||||||
4/14/14 | WHC Capital, Inc | 12 | % | 10/14/14 | 38,200 | (i) | 0 | 38,200 | ||||||||||||||
4/11/14 | Tonaquint, Inc | 12 | % | 10/11/14 | 40,559 | (g) | 0 | 40,559 | ||||||||||||||
4/24/14 | JSJ Investments, Inc. | 12 | % | 10/24/14 | 50,000 | (g) | 0 | 50,000 | ||||||||||||||
5/12/14 | Iconic Holdings, LLC | 10 | % | 11/12/14 | 46,645 | (g) | 0 | 46,645 | ||||||||||||||
5/16/14 | KBM Worldwide, Inc | 8 | % | 11/14/14 | 9,410 | (l) | 0 | 9,410 | ||||||||||||||
6/3/14 | Adar Bays, Inc | 8 | % | 12/12/14 | 48,654 | (g) | 0 | 48,654 | ||||||||||||||
6/23/14 | JMJ Financial Inc | 10 | % | 12/23/14 | 50,000 | (i) | 0 | 50,000 | ||||||||||||||
7/3/14 | LG Capital, Inc | 8 | % | 1/3/15 | 36,750 | (a) | 0 | 36,750 | ||||||||||||||
7/22/14 | Redwood Fund III | 10 | % | 1/22/15 | 100,082 | (g) | 0 | 100,082 | ||||||||||||||
8/14/14 | KBM Worldwide, Inc | 8 | % | 2/14/15 | 27,500 | (l) | 0 | 27,500 | ||||||||||||||
10/8/14 | LG Capital, Inc | 8 | % | 4/8/15 | 3,000 | (a) | 52 | 2,948 | ||||||||||||||
12/2/14 | Tonaquint, Inc | 12 | % | 6/2/15 | 10,000 | (g) | 9,900 | 100 | ||||||||||||||
12/5/14 | LG Capital, Inc. | 8 | % | 6/5/15 | 9,500 | (a) | 9402 | 98 | ||||||||||||||
1/7/15 | LG Capital Inc | 8 | % | 7/7/15 | 22,500 | (a) | 22,464 | 36 | ||||||||||||||
Totals | $ | 614,894 | $ | 41,818 | $ | 573,076 |
Stockholders_Equity_Tables
Stockholders Equity (Tables) | 9 Months Ended | ||||||||||
Feb. 28, 2015 | |||||||||||
Stockholders Equity Tables | |||||||||||
Summary of warrant activity | A summary of warrant activity for the nine months ending February 28, 2015 and for the year ended May 31, 2014 are as follows: | ||||||||||
Weighted | Exercise | ||||||||||
Average | Price | ||||||||||
Number of | |||||||||||
Warrants | |||||||||||
Outstanding at May 31, 2013 | $ | - | $ | - | |||||||
Granted | 850,000 | 0.42 | |||||||||
Exercised | - | - | |||||||||
Cancelled | - | - | |||||||||
Outstanding at May 31, 2014 | 850,000 | 0.42 | |||||||||
Granted | - | - | |||||||||
Exercised | - | - | |||||||||
Cancelled | - | - | |||||||||
Outstanding at February 28, 2015 | $ | 850,000 | $ | 0.42 | |||||||
Warrants outstanding | Date Granted | Number Outstanding | Exercise | Expiration | |||||||
price | Date | ||||||||||
25-May-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-12 | 500,000 | $ | 0.01 | 1-Jan-15 | |||||||
Totals | 850,000 |
Fair_Value_Measurements_and_De1
Fair Value Measurements and Derivative Liabiliity (Tables) | 9 Months Ended | ||||||||||||||||
Feb. 28, 2015 | |||||||||||||||||
Fair Value Measurements And Derivative Liabiliity Tables | |||||||||||||||||
Recurring Fair Value Measurements | Recurring Fair Value Measurements | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
LIABILITIES: | |||||||||||||||||
Derivative liability February 28, 2015 | - | - | 2,314,280 | 2,314,280 | |||||||||||||
Derivative liability May 31, 2014 | - | - | 1,748,982 | 1,748,982 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||
Feb. 28, 2015 | |||||
Commitments And Contingencies Tables | |||||
Future Lease Commitments | 2015 | $ | 11,264 | ||
2016 | 47,616 | ||||
2017 | 47,616 | ||||
2018 | 47,616 | ||||
Thereafter | 7,936 | ||||
Total | $ | 162,047 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 9 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Summary Of Significant Accounting Policies Details | ||
Convertible notes payable | 307,459,536 | 2,163,265 |
Series A convertible preferred stock | 50,000,000 | 50,000,000 |
Warrants | 850,000 | 850,000 |
Total common shares equivalent | 358,309,536 | 53,013,265 |
Investments_Details
Investments (Details) (USD $) | Feb. 28, 2015 | 31-May-14 |
Investments Details | ||
Imagic Ltd. - 40% equity interest | $1,094,166 | $1,094,166 |
Barefoot Science Products & Services Inc. - 15% equity interest | 50,000 | 50,000 |
Total | $1,144,166 | $1,144,166 |
Investments_Details_1
Investments (Details 1) (USD $) | Feb. 28, 2015 | 31-May-14 |
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. | 96,005 | |
Cash payments to or for the benefit of Imagic Ltd. | $150,661 | |
Payments from Foremark Holdings to Imagic Ltd. in exchange for DoMark notes payable to Foremark Holdings | 150,000 | |
Total | $1,094,166 | $1,094,166 |
Licensing_Agreement_With_Wazza2
Licensing Agreement With Wazzamba Sa (Details) (USD $) | Feb. 28, 2015 | 31-May-14 | Feb. 28, 2014 |
Licensing Agreement With Wazzamba Sa Details | |||
Wazzamba, S.A. | $300,000 | $300,000 | |
Bioharmonics | 10,000 | 10,000 | |
Subtotal | 310,000 | 310,000 | |
Accumulated amortization | -215,478 | -60,898 | -60,698 |
Total | $94,522 | $249,302 |
Licensing_Agreement_With_Wazza3
Licensing Agreement With Wazzamba Sa (Details Narrative) (USD $) | Feb. 28, 2015 |
Licensing Agreement With Wazzamba Sa Details Narrative | |
Intangible asset for Licensing Agreement | $300,000 |
Loans_Payable_to_Consultants_a2
Loans Payable to Consultants and Stockholders (Details) (USD $) | Feb. 28, 2015 | 31-May-14 |
Loans payable to consultants and stockholders | $181,328 | $188,972 |
Consultant And Stockholder [Member] | ||
Loans payable to consultants and stockholders | 80,796 | 90,402 |
President Of DoMark [Member] | ||
Loans payable to consultants and stockholders | 45,850 | 47,500 |
Non Exec Chairman Of Domark [Member] | ||
Loans payable to consultants and stockholders | 11,875 | |
Chairman Of Barefoot Science And Affiliate [Member] | ||
Loans payable to consultants and stockholders | 21,500 | 21,500 |
Consultant [Member] | ||
Loans payable to consultants and stockholders | 16,097 | 16,097 |
Consultant One [Member] | ||
Loans payable to consultants and stockholders | $17,085 | $1,598 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | 9 Months Ended | ||
Feb. 28, 2015 | 31-May-14 | ||
Principal Amount | $614,894 | ||
Unamortized Debt Discount | 41,818 | 674,886 | |
Net Carrying Amount | 573,076 | 67,414 | |
JMJ Financial Inc. [Member] | |||
Date of Note | 19-Dec-13 | ||
Interest Rate | 10.00% | ||
Maturity date | 12/19/14 | ||
Principal Amount | 24,842 | [1] | |
Unamortized Debt Discount | 0 | ||
Net Carrying Amount | 24,842 | ||
JSJ Investments, Inc [Member] | |||
Date of Note | 7-Mar-14 | ||
Interest Rate | 12.00% | ||
Maturity date | 10/7/14 | ||
Principal Amount | 12,130 | [2] | |
Unamortized Debt Discount | 0 | ||
Net Carrying Amount | 12,130 | ||
Redwood Fund, III [Member] | |||
Date of Note | 28-Mar-14 | ||
Interest Rate | 10.00% | ||
Maturity date | 9/28/14 | ||
Principal Amount | 35,122 | [3] | |
Unamortized Debt Discount | 0 | ||
Net Carrying Amount | 35,122 | ||
Redwood Management, LLC [Member] | |||
Date of Note | 18-Mar-14 | ||
Interest Rate | 10.00% | ||
Maturity date | 9/28/14 | ||
Principal Amount | 50,000 | [2] | |
Unamortized Debt Discount | 0 | ||
Net Carrying Amount | 50,000 | ||
WHC Capital, Inc [Member] | |||
Date of Note | 14-Apr-14 | ||
Interest Rate | 12.00% | ||
Maturity date | 10/14/14 | ||
Principal Amount | 38,200 | [1] | |
Unamortized Debt Discount | 0 | ||
Net Carrying Amount | 38,200 | ||
Tonaquint Inc [Member] | |||
Date of Note | 11-Apr-14 | ||
Interest Rate | 12.00% | ||
Maturity date | 10/11/14 | ||
Principal Amount | 40,559 | [2] | |
Unamortized Debt Discount | 0 | ||
Net Carrying Amount | 40,559 | ||
JSJ Investments, Inc One [Member] | |||
Date of Note | 24-Apr-14 | ||
Interest Rate | 12.00% | ||
Maturity date | 10/24/14 | ||
Principal Amount | 50,000 | [2] | |
Unamortized Debt Discount | 0 | ||
Net Carrying Amount | 50,000 | ||
Iconic Holdings, LLC [Member] | |||
Date of Note | 12-May-14 | ||
Interest Rate | 10.00% | ||
Maturity date | 11/12/14 | ||
Principal Amount | 46,645 | [2] | |
Unamortized Debt Discount | 0 | ||
Net Carrying Amount | 46,645 | ||
KBM Worldwide, Inc [Member] | |||
Date of Note | 16-May-14 | ||
Interest Rate | 8.00% | ||
Maturity date | 11/14/14 | ||
Principal Amount | 9,410 | [1] | |
Unamortized Debt Discount | 0 | ||
Net Carrying Amount | 9,410 | ||
Adar Bays, Inc [Member] | |||
Date of Note | 3-Jun-14 | ||
Interest Rate | 8.00% | ||
Maturity date | 12/12/14 | ||
Principal Amount | 48,654 | [2] | |
Unamortized Debt Discount | 0 | ||
Net Carrying Amount | 48,654 | ||
JMJ Financial, Inc One [Member] | |||
Date of Note | 23-Jun-14 | ||
Interest Rate | 10.00% | ||
Maturity date | 12/23/14 | ||
Principal Amount | 50,000 | [1] | |
Unamortized Debt Discount | 0 | ||
Net Carrying Amount | 50,000 | ||
LG Capital, Inc [Member] | |||
Date of Note | 3-Jul-14 | ||
Interest Rate | 8.00% | ||
Maturity date | 1/3/15 | ||
Principal Amount | 36,750 | [4] | |
Unamortized Debt Discount | 0 | ||
Net Carrying Amount | 36,750 | ||
Redwood Fund, III One [Member] | |||
Date of Note | 22-Jul-14 | ||
Interest Rate | 10.00% | ||
Maturity date | 1/22/15 | ||
Principal Amount | 100,082 | [2] | |
Unamortized Debt Discount | 0 | ||
Net Carrying Amount | 100,082 | ||
KBM Worldwide, Inc One [Member] | |||
Date of Note | 14-Aug-14 | ||
Interest Rate | 8.00% | ||
Maturity date | 2/14/15 | ||
Principal Amount | 27,500 | [5] | |
Unamortized Debt Discount | 0 | ||
Net Carrying Amount | 27,500 | ||
LG Capital, Inc One [Member] | |||
Date of Note | 8-Oct-14 | ||
Interest Rate | 8.00% | ||
Maturity date | 4/8/15 | ||
Principal Amount | 3,000 | [4] | |
Unamortized Debt Discount | 52 | ||
Net Carrying Amount | 2,948 | ||
Tonaquint, Inc One [Member] | |||
Date of Note | 2-Dec-14 | ||
Interest Rate | 12.00% | ||
Maturity date | 6/2/15 | ||
Principal Amount | 10,000 | [5] | |
Unamortized Debt Discount | 9,900 | ||
Net Carrying Amount | 100 | ||
LG Capital, Inc. Two [Member] | |||
Date of Note | 5-Dec-14 | ||
Interest Rate | 8.00% | ||
Maturity date | 6/5/15 | ||
Principal Amount | 9,500 | [4] | |
Unamortized Debt Discount | 9,402 | ||
Net Carrying Amount | 98 | ||
LG Capital, Inc. Three [Member] | |||
Date of Note | 7-Jan-15 | ||
Interest Rate | 8.00% | ||
Maturity date | 7/7/15 | ||
Principal Amount | 22,500 | ||
Unamortized Debt Discount | 22,464 | ||
Net Carrying Amount | $36 | ||
[1] | (i) At noteholder's option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 40% of the lowest closing price during the 25 trading days prior to the notice of conversion. | ||
[2] | (g) At noteholder's option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 25% of the lowest trading price during the 20 trading days prior to the notice of conversion. | ||
[3] | (f) At noteholder's option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.00929 or 50% of the average of the three lowest trading prices during the 10 trading days prior to the notice of conversion. | ||
[4] | (a) At noteholder's option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.081 or 50% of the average of the three lowest closing prices during the 10 trading days prior to the notice of conversion. | ||
[5] | (l) At noteholder's option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 49% of the average of the two lowest closing prices during the 15 trading days prior to the notice of conversion. |
Stockholders_Deficit_Details
Stockholders' Deficit (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Feb. 28, 2015 | 31-May-14 | |
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 |
Stockholders_Deficit_Details_1
Stockholders' Deficit (Details 1) (USD $) | 9 Months Ended | ||
Feb. 28, 2015 | 31-May-14 | 31-May-13 | |
Number Of Warrant Outstanding | 850,000 | 850,000 | |
Warrant [Member] | |||
Date Granted | 25-May-12 | ||
Number Of Warrant Outstanding | 100,000 | ||
Exercise price | $1 | ||
Expiration Date | 25-May-15 | ||
Warrant One [Member] | |||
Date Granted | 12-Jun-12 | ||
Number Of Warrant Outstanding | 150,000 | ||
Exercise price | $1 | ||
Expiration Date | 12-Jun-15 | ||
Warrant Two [Member] | |||
Date Granted | 26-Jun-12 | ||
Number Of Warrant Outstanding | 100,000 | ||
Exercise price | $1 | ||
Expiration Date | 26-Jun-15 | ||
Warrant Three [Member] | |||
Date Granted | 1-Jan-12 | ||
Number Of Warrant Outstanding | 500,000 | ||
Exercise price | $0.01 | ||
Expiration Date | 1-Jan-15 |
Fair_Value_Measurements_and_De2
Fair Value Measurements and Derivative Liabiliity (Details) (USD $) | Feb. 28, 2015 | Feb. 28, 2205 |
LIABILITIES | ||
Derivative liability February 28, 2015 | $2,314,280 | |
Derivative liability- May 31, 2014 | 1,748,982 | |
Level 1 [Member] | ||
LIABILITIES | ||
Derivative liability February 28, 2015 | ||
Derivative liability- May 31, 2014 | ||
Level 2 [Member] | ||
LIABILITIES | ||
Derivative liability February 28, 2015 | ||
Derivative liability- May 31, 2014 | ||
Level 3 [Member] | ||
LIABILITIES | ||
Derivative liability February 28, 2015 | 2,314,280 | |
Derivative liability- May 31, 2014 | $1,748,982 |
Recovered_Sheet1
Commitments And Contingencies (Details) (USD $) | Feb. 28, 2015 |
Commitments And Contingencies Details | |
2015 | $11,264 |
2016 | 47,616 |
2017 | 47,616 |
2018 | 47,616 |
Thereafter | 7,936 |
Total | $162,047 |