UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment Number One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended May 31, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number: 333-136247
DoMark International, Inc.
(Name of small business issuer as specified in its charter)
Nevada 20-4647578
State of Incorporation IRS Employer Identification No.
3551 W Lake Mary Blvd, Ste 209
Lake Mary, FL 32746
(Address of principal executive offices)
Registrant's telephone number, including Area Code: 877-700-7369
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [ ] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [ ] No
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Small Business Issuer [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act. Yes [ ] No [X]
The aggregate market value of voting stock held by non-affiliates of the
registrant on October 15, 2009 was approximately $1,046,594
State the number of shares outstanding of each of the issuer's classes of equity
securities, as of the latest practicable date: As of October 15, 2009, there
were 62,313,805 shares of Common Stock, $0.001 par value per share issued and
outstanding.
Documents Incorporated By Reference: None
AMENDMENT NO. 1 TO THE ANNUAL REPORT ON FORM 10-K
FOR THE YEAR PERIOD ENDED MAY 31, 2009
EXPLANATORY NOTE
DOMARK INTERNATIONAL, INC. (the "Company") is filing this Amendment No. 1 on
Form 10-K/A (this "Amendment") to its Annual Report on Form 10-K for the year
period ended May 31, 2009, which was originally filed on October 16, 2009 (the
"Original Filing"), to amend the date referenced in Part II. Item 9A of the
Original Filing.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended,
this Amendment amends the Original Filing and contains new certifications
pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002. This
Amendment continues to speak as of the date of the Original Filing, and the
Company has not updated the disclosure contained herein to reflect events that
have occurred since the filing of the Original Filing. Accordingly, this
Amendment should be read in conjunction with the Company's other filings, if
any, made with the United States Securities and Exchange Commission subsequent
to the filing of the Original Filing, including the amendments to those filings,
if any.
ITEM 9A. CONTROLS AND PROCEDURES
Our management team, under the supervision and with the participation of our
principal executive officer and our principal financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (Exchange Act), as of the last day
of the fiscal period covered by this report, May 31, 2009. The term disclosure
controls and procedures means our controls and other procedures that are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
accumulated and communicated to management, including our principal executive
and principal financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure. Based on
this evaluation, our principal executive officer and our principal financial
officer concluded that our disclosure controls and procedures were effective as
of May 31, 2009.
Our principal executive officer and our principal financial officer, are
responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).
Management is required to base its assessment of the effectiveness of our
internal control over financial reporting on a suitable, recognized control
framework, such as the framework developed by the Committee of Sponsoring
Organizations (COSO). The COSO framework, published in INTERNAL
CONTROL-INTEGRATED FRAMEWORK, is known as the COSO Report. Our principal
executive officer and our principal financial officer, have has chosen the COSO
framework on which to base its assessment. Based on this evaluation, our
management concluded that our internal control over financial reporting was
effective as of May 31, 2009.
This annual report on Form 10-K does not include an attestation report of our
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management's report in this
annual report on Form 10-K.
There were no changes in our internal control over financial reporting that
occurred during of fiscal 2009 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
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This annual report does not include an attestation report of the company's
registered public accounting firm regarding internal control over financial
reporting. Our principal executive officer and our principal financial officer,
report was not subject to attestation by the company's registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the company to provide only management's report in this
annual report.
It should be noted that any system of controls, however well designed and
operated, can provide only reasonable and not absolute assurance that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of certain
events. Because of these and other inherent limitations of control systems,
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions, regardless of how remote.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the fiscal quarter ended May 31, 2009, there were no changes in our
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
LACK OF INDEPENDENT BOARD OF DIRECTORS AND AUDIT COMMITTEE
Management is aware that an audit committee composed of the requisite number of
independent members along with a qualified financial expert has not yet been
established. Considering the costs associated with procuring and providing the
infrastructure to support an independent audit committee and the limited number
of transactions, Management has concluded that the risks associated with the
lack of an independent audit committee are not justified. Management will
periodically reevaluate this situation.
LACK OF SEGREGATION OF DUTIES
Management is aware that there is a lack of segregation of duties at the Company
due to the small number of employees dealing with general administrative and
financial matters. However, at this time management has decided that considering
the abilities of the employees now involved and the control procedures in place,
the risks associated with such lack of segregation are low and the potential
benefits of adding employees to clearly segregate duties do not justify the
substantial expenses associated with such increases. Management will
periodically re-evaluate this situation.
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PART IV
ITEM 15. EXHIBITS AND REPORTS
Exhibits
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes Oxley Act.
31.2 Certification of Principal Accounting Officer Pursuant to Section 302 of
the Sarbanes Oxley Act
32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes Oxley Act.
32.2 Certification of Principal Accounting Officer Pursuant to Section 906 of
the Sarbanes Oxley Act
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, there unto duly authorized.
DOMARK INTERNATIONAL, INC., Registrant
Date: December 21, 2009 By: /s/ Scott Sieck
--------------------------------------------
Scott Sieck
Chairman, President Chief Executive Officer,
Principal Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on the 21st day of December 2009.
/s/ Scott Sieck Chief Executive Officer, Principal Financial
- -------------------------------- Officer and Director
Scott Sieck
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