U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) October 6, 2009
Commission File No. 333.136247
DOMARK INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 20-4647578
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3551 W Lake Mary Blvd, Ste 209
Lake Mary, FL 32746
(Address of principal executive offices)
877-700-7369
(Issuer's telephone number)
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On October 6, 2009, Larry O'Donnell, CPA, P.C ("Larry O'Donnell") was appointed
as the independent auditor for DoMark International, Inc. (the "Company")
commencing with the year ending May 31, 2008, and Kramer Wiseman and Associates,
LLP ("KWA") were dismissed as the independent auditors for the Company as of
October 6, 2009. Kramer Wiseman and Associates, LLP ("KWA") were previously
appointed as the independent auditor for DoMark International, Inc. (the
"Company") on September 8, 2008. The decision to change auditors was approved by
the Board of Directors on October 6, 2009.
The report of KWA on the financial statements for May 31, 2008 as published on
September 15, 2008 did not contain any adverse opinion or disclaimer of opinion
or was qualified or modified as to uncertainty, audit scope or accounting
principles.
During the Company's two most recent fiscal years and any subsequent interim
period through the date of dismissal, there were no disagreements with KWA on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of KWA, would have caused it to make reference to the
subject matter of the disagreements in connection with its report.
During the Company's two most recent fiscal years and subsequent interim periods
where KWA was the auditor, prior to October 6, 2009, in the annual report May
31, 2008, and including the interim quarters of August 31, 2008, November 30,
2008 and February 28, 2009, there were no "reportable events" as such term is
described in Item 304(a)(1)(v) of Regulation S-B under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), except as discussed in Item 4.02
below, with respect to the Company. During the Company's two most fiscal years
and any subsequent interim period through the date of dismissal, there were no
disagreements with KWA on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of KWA, would have caused it
to make reference to the subject matter of the disagreements in connection with
its report.
During the Company's two most recent fiscal years and subsequent interim periods
where KWA was the auditor, prior to October 6, 2009, in the annual report May
31, 2008, and including the interim quarters of August 31, 2008, November 30,
2008 and February 28, 2009, the Company did not consult with Larry O'Donnell
with respect to the Company regarding (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial statements,
(ii) any matter that was either the subject of a disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-B under the Exchange Act and the related
instructions to Item 304 of Regulation S-B) or a "reportable event" (as such
term is described in Item 304(a)(1)(v) of Regulation S-B), or (iii) any of the
matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-B.
During the Company's two most recent fiscal years and subsequent interim periods
where KWA was the auditor, prior to October 6, 2009, in the annual report May
31, 2008, and including the interim quarters of August 31, 2008, November 30,
2008 and February 28, 2009, there were no consultations with Larry O'Donnell
prior to October 6, 2009, , the date upon which Larry O'Donnell was engaged,
except for matters related to the audit for May 31, 2008 and May 31, 2009,
The Company has furnished a copy of this Report to KWA and requested them to
furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made by the Company
herein in response to Item 304(a) of Regulation S-K and, if not, stating the
respects in which it does not agree. The letter from KWA is herby submitted as
Exhibit 16.1.
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ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
The Board of Directors, in reviewing the annual report on Form 10-K/A for the
year ended May 31, 2008 and December 31, 2007, filed on August 28, 2009,
determined that the 10-K/A financial statement for May 31, 2008 should not be
relied upon and have authorized the filing of a Form 10-K/A as soon as possible
for the years ended May 31, 2008 and May 31, 2007 for the following reason:
On August 3, 2009 our accounting staff presented a Report of Independent
Registered Public Accounting Firm to the Board of Directors from the prior
auditors for the financial statements for the year ended May 31, 2008.
Subsequent to the filing, the Board of Directors learned that the Report of
Independent Registered Public Accounting Firm from the prior auditor was not
filed with the approval of the prior auditors as represented by our accounting
staff. Consequently, the Board of Directors determined to file a restated audit
opinion for fiscal year ended May 31, 2008 to be performed by the current
auditors when they filed the audit report for the year ended May 31, 2009. This
10-K filing for the year ended May 31, 2009 was filed on October 16, 2009.
The Company does intend to file an Amended Form 10K/A for fiscal year ended May
31, 2008 with the consent of the current auditor and request the consent of
Chang G. Park, CPA, Ph.D. for the year ended may 31, 2007.
On August 26, 2009, R. Thomas Kidd resigned as Chief Executive Officer and
President and as a member of the Board of Directors. On August 26, 2009, Scott
Sieck, a member of the Board of directors and Chief Operating Officer, was
appointed as our Chief Executive Officer. In his role as Chief Executive
Officer, Scott Sieck discovered the issue regarding the audit report and
reported to the Board of Directors on October 6, 2009 and on October 6, 2009,
the Board of Directors determined and concluded that the 10-K/A financial
statement for May 31, 2008 should not be relied upon and discussed the matter on
October 6, 2009 with the newly appointed Independent Accounting Firm.
As a consequence of this filing, our Chief Executive Officer has concluded that
our disclosure controls and procedures may not be effective due to possible
material weakness in our internal controls over financial reporting described
above and other factors related to the Company's financial reporting processes.
The Company is in the process of evaluating the internal controls and procedures
to ensure that the internal controls and procedures satisfy the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control -- Integrated Framework. The Company and its
independent registered public accounting firm identified certain significant
internal control deficiencies that we considered to be, in the aggregate, a
material weakness relative to our financial reporting procedures. The primary
concern was the filing of our Form 10K/A without approval from our prior
independent auditors. Due to the size of our Company and the costs associated to
remediate these issues, we still consider these concerns to be relevant but we
believe that having our current auditor re-audit the fiscal year ended May 31.
2008 rectified this deficiency.
SECTION 5.06 CHANGE IN SHELL COMPANY STATUS.
On October 20, 2009, the Company executed an agreement to sell the stock of ECFO
Corporation back to ECFO's founding shareholder. Consideration for the 2000
shares of ECFO Corporation, representing all issued and outstanding shares of
ECFO Corporation, owned by the Company, is Ten Thousand Dollars ($10,000),
payable in the form of a one year promissory note. As a result of this
transaction, reporting in the Company's report on Form 10-Q for the quarter
ended August 31, 2009, the Company has determined that as of October 20, 2009,
it is a shell company, as those terms are defined in Rule 12b-2 under the
Exchange Act (17 CFR 240.12b-2, as of the date herein.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 16.1 Letter of Kramer Wiseman and Associates, LLP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DOMARK INTERNATIONAL, INC.
Date: November 5, 2009 By: /s/ Scott Sieck
------------------------------------
Scott Sieck
Chief Executive Officer
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