U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT
For the transition period from N/A to N/A
Commission File No. 333-136247
DoMark International, Inc.
(Name of small business issuer as specified in its charter)
Nevada 20-4647578
State of Incorporation IRS Employer Identification No.
254 S Ronald Reagan Blvd, Ste. 134
Longwood, FL 32750
(Address of principal executive offices)
877-700-7369
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at October 12, 2010
----- -------------------------------
Common stock, $0.001 par value 36,460,835
DOMARK INTERNATIONAL, INC.
INDEX TO FORM 10-Q FILING
FOR THE THREE MONTHS ENDED AUGUST 31, 2010
TABLE OF CONTENTS
PAGE
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PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (unaudited) 3
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Income 5
Condensed Consolidated Statement of Cash Flows 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management Discussion & Analysis of Financial Condition and
Results of Operations 19
Item 3 Quantitative and Qualitative Disclosures About Market Risk 22
Item 4. Controls and Procedures 22
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 23
Item 1A. Risk Factors 24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 27
Item 3. Defaults Upon Senior Securities 27
Item 4. Submission of Matters to a Vote of Security Holders 27
Item 5 Other Information 27
Item 6. Exhibits 28
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DOMARK INTERNATIONAL, INC.
BALANCE SHEETS
As of August 31, 2010 and May 31, 2010
ASSETS
8/31/2010 5/31/2010
--------- ---------
CURRENT ASSETS
Cash $ 50,715 $ 197
Accounts Receivable -- --
Loans and Notes Receivable 100,000 100,000
Prepaid Expenses -- --
Inventory -- --
-------- --------
Total Current Assets 150,715 100,197
-------- --------
FIXED ASSETS
Property & Equipment, Net 1,312 1,531
-------- --------
Total Fixed Assets 1,312 1,531
-------- --------
OTHER ASSETS
Deposits -- --
Due From Affiliate -- --
Prepaid Media -- --
Investment in unconsolidated subsidiary 10,000 10,000
Goodwill -- --
-------- --------
Total Other Assets 10,000 10,000
-------- --------
TOTAL ASSETS $162,027 $111,728
======== ========
The accompanying notes are an integral part of these financial statements.
3
DOMARK INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of August 31, 2010 and May 31, 2010
LIABILITIES AND STOCKHOLDERS' EQUITY
8/31/2010 5/31/2010
------------ ------------
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses $ 55,068 $ 46,868
Payroll Liabilities -- --
Due to Affiliate and Shareholder 783,932 729,836
Notes payable and Line of Credit -- --
------------ ------------
Total Current Liabilities 839,000 776,704
------------ ------------
TOTAL LIABILITIES 839,000 776,704
------------ ------------
STOCKHOLDERS' EQUITY
Convertible Preferred stock series A, $0.001 par value,
Authorized: 2,000,000
Issued: 100,000 and none, respectively 100 100
Common Stock, $0.001 par value,
Authorized: 200,000,000
Issued: 36,460,835 and 141,695,383, respectively 36,461 36,461
Additional paid in capital 13,526,618 13,526,618
Accumulated income/(deficit) (14,240,152) (14,228,155)
------------ ------------
Total Stockholders' Equity (Deficiency) (676,973) (664,976)
------------ ------------
TOTAL LIABILITIES AND EQUITY $ 162,027 $ 111,728
============ ============
The accompanying notes are an integral part of these financial statements.
4
DOMARK INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
For the three months ending August 31, 2010 and 2009
THREE MONTHS THREE MONTHS
8/31/2010 8/31/2009
------------ ------------
REVENUE $ -- $ 987,525
COST OF SERVICES -- 810,342
------------ ------------
GROSS PROFIT OR (LOSS) -- 177,183
GENERAL AND ADMINISTRATIVE EXPENSES 11,996 288,286
IMPAIRMENT OF GOODWILL -- 100,000
------------ ------------
OPERATING INCOME/(LOSS) (11,996) (211,103)
INTEREST EXPENSE -- 6,727
GAIN ON SALE OF SUBSIDIARY -- --
OTHER INCOME -- --
IMPAIRMENT OF ASSET -- 40,000
------------ ------------
INCOME/(LOSS) BEFORE INCOME TAXES (11,996) (257,830)
PROVISION FOR INCOME TAXES
Federal -- --
State -- --
------------ ------------
CONSOLIDATED NET INCOME/(LOSS) $ (11,996) $ (257,830)
============ ============
EARNINGS (LOSS) PER SHARE, BASIC AND DILUTED $ (0.00) $ (0.01)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 36,460,835 30,055,789
The accompanying notes are an integral part of these financial statements.
5
DOMARK INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
For the three months ending August 31, 2010 and 2009
THREE MONTHS THREE MONTHS
8/31/2010 8/31/2009
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (11,996) $(257,830)
--------- ---------
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
ADJUSTMENTS FOR CHARGES NOT REQUIRING OUTLAY OF CASH:
Depreciation and Amortization 219 5,324
Impairment of Assets -- 40,000
Impairment of Goodwill -- 100,000
Common stock issued as compensation and for expenses -- --
Gain on sale of subsidiary -- --
CHANGES IN OPERATING ASSETS AND LIABILITITES:
(Increase)/Decrease in Accounts Receivable -- 667,187
(Increase)/Decrease in Notes Receivable -- (21,211)
(Increase)/Decrease in Inventory -- (32,773)
(Increase)/Decrease Prepaid Exp and Other Current Assets -- 12,596
Deposits -- 1,900
Increase/(Decrease) in Notes Payable -- 102,500
Increase/(Decrease) in Accounts Payable 8,200 (533,195)
Increase/(Decrease) in Accrued Expenses -- 2,001
--------- ---------
Total adjustments to net income 8,419 344,329
--------- ---------
Net cash provided by (used in) operating activities (3,577) 86,499
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash Received/(Paid) Furniture & Equipment -- (1,239)
--------- ---------
Net cash flows provided by (used in) investing activities -- (1,239)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash Received/(Paid) from/(to) Affiliates and/or Shareholders 54,095 56,273
Cash Received/(Paid) on notes payable -- (18,268)
--------- ---------
Net cash provided by (used in) financing activities 54,095 38,005
--------- ---------
CASH RECONCILIATION
Net increase (decrease) in cash and cash equivalents 50,518 123,265
Cash and cash equivalents - beginning balance 197 24,451
--------- ---------
CASH AND CASH EQUIVALENTS BALANCE END OF PERIOD $ 50,715 $ 147,716
========= =========
The accompanying notes are an integral part of these financial statements.
6
DOMARK INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the quarters ended August 31, 2010 and 2009
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. The Company was formed to
engage in the acquisition and refinishing of aged furniture using exotic
materials and then reselling it through interior decorators, high-end
consignment shops and online sales. The Company abandoned its original business
of exotic furniture sales in May of 2008 and pursued the acquisition of entities
to best bring value to the company and its shareholders. We attempted to acquire
successfully operating subsidiaries and to deploy accounting, governance, risk
and compliance services, marketing, management and media assets to the
subsidiaries in order to build the value of our Company during and subsequent to
our 2009 operating period. These endeavors have resulted in the rescissions of
certain acquisitions due to the advent of the Victory Lane litigation (see
legal) that derailed the Company's ability to pursue its business plan. The
business model of the company did not have enough time to implement and realize
results due to the VL transaction issues and subsequent litigation. The Company
is reviewing its current business model in consideration of legal matters and is
seeking swift resolution in order to adequately pursue its business purpose of
growing shareholder value by acquisition.
NOTE 2 - GOING CONCERN
The accompanying 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. The Company has
year-end losses from operations for the years ended May 31, 2010 and 2009 and
has incurred additional losses of $11,966 for the three months ended August 31,
2010. Further, the Company has inadequate working capital to maintain or develop
its operations, and is dependent upon funds from private investors and the
support of certain stockholders.
These factors raise substantial doubt about the ability of the Company to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties. In this
regard, Management is planning to raise any necessary additional funds through
loans and additional sales of its common stock. There is no assurance that the
Company will be successful in raising additional capital.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
RECENT ACCOUNTING PRONOUNCEMENTS
DETERMINING WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT TRANSACTIONS ARE
PARTICIPATING SECURITIES
In June 2008, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No.
03-6-1, "Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities." The FSP addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting and, therefore, need to be included in the earnings
allocation in computing earnings per share under the two-class method. The FSP
affects entities that accrue dividends on share-based payment awards during the
awards' service period when the dividends do not need to be returned if the
employees forfeit the award. This FSP is effective for fiscal years beginning
after December 15, 2008. The Company is currently assessing the impact of FSP
EITF 03-6-1 on its consolidated financial position and results of operations.
7
DETERMINING WHETHER AN INSTRUMENT (OR AN EMBEDDED FEATURE) IS INDEXED TO AN
ENTITY'S OWN STOCK
In June 2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an
Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock" (EITF
07-5). EITF 07-5 provides that an entity should use a two step approach to
evaluate whether an equity-linked financial instrument (or embedded feature) is
indexed to its own stock, including evaluating the instrument's contingent
exercise and settlement provisions. It also clarifies on the impact of foreign
currency denominated strike prices and market-based employee stock option
valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years
beginning after December 15, 2008. The Company is currently assessing the impact
of EITF 07-5 on its consolidated financial position and results of operations.
ACCOUNTING FOR CONVERTIBLE DEBT INSTRUMENTS THAT MAY BE SETTLED IN CASH UPON
CONVERSION (INCLUDING PARTIAL CASH SETTLEMENT)
In May 2008, the FASB issued FSP Accounting Principles Board ("APB") Opinion No.
14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash
upon Conversion (Including Partial Cash Settlement)." The FSP clarifies the
accounting for convertible debt instruments that may be settled in cash
(including partial cash settlement) upon conversion. The FSP requires issuers to
account separately for the liability and equity components of certain
convertible debt instruments in a manner that reflects the issuer's
Non-convertible debt (unsecured debt) borrowing rate when interest cost is
recognized. The FSP requires bifurcation of a component of the debt,
classification of that component in equity and the accretion of the resulting
discount on the debt to be recognized as part of interest expense in our
consolidated statement of operations. The FSP requires retrospective application
to the terms of instruments as they existed for all periods presented. The FSP
is effective as of January 1, 2009 and early adoption is not permitted. The
Company is currently evaluating the potential impact of FSP APB 14-1 upon its
consolidated financial statements.
THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" (FAS No.162). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements. SFAS No. 162 is effective 60 days following
the SEC's approval of the Public Company Accounting Oversight Board amendments
to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles". The implementation of this standard will not
have a material impact on the Company's consolidated financial position and
results of operations.
DETERMINATION OF THE USEFUL LIFE OF INTANGIBLE ASSETS
In April 2008, the Financial Accounting Standards Board ("FASB") issued FASB
Staff Position on Financial Accounting Standard ("FSP FAS") No. 142-3,
"Determination of the Useful Life of Intangible Assets", which amends the
factors that should be considered in developing renewal or extension assumptions
used to determine the useful life of intangible assets under SFAS No. 142
"Goodwill and Other Intangible Assets". The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under SFAS
No. 142 and the period of the expected cash flows used to measure the fair value
of the asset under SFAS No. 141 (revised 2007) "Business Combinations" and other
U.S. generally accepted accounting principles. The Company is currently
evaluating the potential impact of FSP FAS No. 142-3 on its consolidated
financial statements.
DISCLOSURE ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In March 2008, the FASB issued SFAS No. 161, "Disclosure about Derivative
Instruments and Hedging Activities, an amendment of SFAS No. 133", (SFAS 161).
This statement requires that objectives for using derivative instruments be
disclosed in terms of underlying risk and accounting designation. The Company is
8
required to adopt SFAS No. 161 on January 1, 2009. The Company is currently
evaluating the potential impact of SFAS No. 161 on the Company's consolidated
financial statements.
DELAY IN EFFECTIVE DATE
In February 2008, the FASB issued FSP FAS No. 157-2, "Effective Date of FASB
Statement No. 157". This FSP delays the effective date of SFAS No. 157 for all
nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value on a recurring basis (at least annually)
to fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years. The impact of adoption was not material to the Company's
consolidated financial condition or results of operations.
BUSINESS COMBINATIONS
In December 2007, the FASB issued SFAS No. 141(R) "Business Combinations" (SFAS
141(R)). This Statement replaces the original SFAS No. 141. This Statement
retains the fundamental requirements in SFAS No. 141 that the acquisition method
of accounting (which SFAS No. 141 called the PURCHASE METHOD) be used for all
business combinations and for an acquirer to be identified for each business
combination. The objective of SFAS No. 141(R) is to improve the relevance, and
comparability of the information that a reporting entity provides in its
financial reports about a business combination and its effects. To accomplish
that, SFAS No. 141(R) establishes principles and requirements for how the
acquirer:
a. Recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree.
b. Recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase.
c. Determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of
the business combination.
This Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008 and may not be applied before
that date. The Company does not expect the effect that its adoption of SFAS No.
141(R) will have on its consolidated results of operations and financial
condition.
NONCONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS -- AN AMENDMENT OF
ARB NO. 51
In December 2007, the FASB issued SFAS No. 160 "Non-controlling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51" (SFAS No. 160).
This Statement amends the original Accounting Review Board (ARB) No. 51
"Consolidated Financial Statements" to establish accounting and reporting
standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a non-controlling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. This Statement is
effective for fiscal years and interim periods within those fiscal years,
beginning on or after December 15, 2008 and may not be applied before that date.
The does not expect the effect that its adoption of SFAS No. 160 will have on
its consolidated results of operations and financial condition.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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
9
the financial statements. These estimates and assumptions also affect the
reported amounts of revenues, costs and expenses during the reporting period.
Management evaluates these estimates and assumptions on a regular basis. Actual
results could differ from those estimates.
The primary management estimate included in these financial statements are the
impairment reserves applied to various long-lived assets, allowance for doubtful
accounts for gateway access fees and licensing fees, and the fair value of its
stock tendered in various non-monetary transactions.
RECLASSIFICATION
Certain prior period amounts have been reclassified to conform to current year
presentations.
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 August 31, 2010 and 2009, cash
and cash equivalents include cash on hand and cash in the bank.
PROPERTY AND EQUIPMENT
Property and equipment is recorded at cost and depreciated over the estimated
useful lives of the assets using principally the straight-line method. When
items are retired or otherwise disposed of, income is charged or credited for
the difference between net book value and proceeds realized thereon. Ordinary
maintenance and repairs are charged to expense as incurred, and replacements and
betterments are capitalized. The ranges of estimated useful lives used to
calculated depreciation for principal items of property and equipment are as
follows:
Depreciation/
Asset Category Amortization Period
-------------- -------------------
Computer Equipment 3 Years
Office equipment 5 Years
Vehicle 5 Years
Leasehold Improvements 15 Years
GOODWILL AND OTHER INTANGIBLE ASSETS
The Company adopted Statement of Financial Accounting Standard No.142, GOODWILL
AND OTHER INTANGIBLE ASSETS, made effective July 1, 2002. As a result, the
Company discontinued amortization of goodwill, and instead annually evaluates
the carrying value of goodwill and other intangible assets for impairment, in
accordance with the provisions of SFAS No. 142. A reduction of the value of
goodwill is expensed as an impairment loss.
IMPAIRMENT OF LONG-LIVED ASSETS
In accordance with SFAS No. 144, long-lived assets, such as property, plant, and
equipment, and purchased intangibles, are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Goodwill and other intangible assets are tested for
impairment annually. Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of an
asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset exceeds the
fair value of the asset.
10
CONCENTRATION OF CREDIT RISK
The Company maintains its operating cash balances in banks in Florida. The
Federal Depository Insurance Corporation (FDIC) insures accounts at each
institution up to $100,000.
Financial instruments that potentially subject the Company to concentrations of
credit risk are primarily trade accounts receivable. The trade accounts
receivable are due primarily from small business customers in numerous
geographical locations throughout the United States.
RECONCILING ADJUSTMENTS TO CASH FLOW
The Company is using the indirect method of reporting cash flow. Information
about all investing and financing activities of the Company that affect
recognized assets or liabilities but that do not result in cash receipts or cash
payments in the period are reported in the cash flow statement as adjustments
for charges not requiring outlay of cash and receipt of cash.
Recent accounting pronouncements that the Company has adopted or that will be
required to adopt in the future are summarized below.
On September 30, 2009, the Company adopted updates issued by the Financial
Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These
changes establish the FASB Accounting Standards Codification TM (ASC) as the
source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements
in conformity with GAAP. Rules and interpretive releases of the Securities and
Exchange Commission ("SEC") under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. The FASB will no longer issue
new standards in the form of Statements, FASB Staff Positions, or Emerging
Issues Task Force Abstracts; instead the FASB will issue Accounting Standards
Updates. Accounting Standards Updates will not be authoritative in their own
right as they will only serve to update the Codification. These changes and the
Codification itself do not change GAAP. Other than the manner in which new
accounting guidance is referenced, the adoption of these changes had no impact
on the Condensed Consolidated Financial Statements.
In June 2009, the FASB issued guidance now codified as ASC Topic 105, "GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES" ("ASC 105"), which establishes the FASB
Accounting Standards Codification as the source of GAAP to be applied to
nongovernmental agencies. ASC 105 explicitly recognizes rules and interpretive
releases of the SEC under authority of federal securities laws as authoritative
GAAP for SEC registrants. ASC 105 became effective for interim or annual periods
ending after September 15, 2009. ASC 105 does not have a material impact on the
Company's consolidated financial statements presented hereby.
In May 2009, the FASB issued guidance now codified as ASC Topic 855, "SUBSEQUENT
EVENTS" ("ASC 855"). The pronouncement modifies the definition of what qualifies
as a subsequent event--those events or transactions that occur following the
balance sheet date, but before the financial statements are issued, or are
available to be issued--and requires companies to disclose the date through
which it has evaluated subsequent events and the basis for determining that
date. The Company adopted the provisions of ASC 855 in the second quarter of
2009, in accordance with the effective date.
On April 1, 2009, the Company adopted updates issued by the FASB to the
recognition and presentation of other-than-temporary impairments. These changes
amend existing other-than-temporary impairment guidance for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities.
The recognition provision applies only to fixed maturity investments that are
subject to the other-than-temporary impairments. If an entity intends to sell,
or if it is more likely than not that it will be required to sell an impaired
security prior to recovery of its cost basis, the security is
other-than-temporarily impaired and the full amount of the impairment is
11
recognized as a loss through earnings. Otherwise, losses on securities which are
other-than-temporarily impaired are separated into: (i) the portion of loss
which represents the credit loss; or (ii) the portion which is due to other
factors.
The credit loss portion is recognized as a loss through earnings, while the loss
due to other factors is recognized in other comprehensive income (loss), net of
taxes and related amortization. A cumulative effect adjustment is required to
accumulated earnings and a corresponding adjustment to accumulated other
comprehensive income (loss) to reclassify the non-credit portion of previously
other-than-temporarily impaired securities which were held at the beginning of
the period of adoption and for which the Company does not intend to sell and it
is more likely than not that the Company will not be required to sell such
securities before recovery of the amortized cost basis. These changes were
effective for interim and annual periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009. The Company adopted
these changes effective April 1, 2009.
In April 2009, the FASB issued guidance now codified as ASC Topic 825,
"Financial Instruments" ("ASC 825"). The pronouncement amends previous ASC 825
guidance to require disclosures about the fair value of financial instruments in
all interim as well as annual financial statements. This pronouncement was
effective for interim periods ending after June 15, 2009 and the Company adopted
its provisions in the second quarter of 2009.
On January 1, 2009, the Company adopted updates issued by the FASB to fair value
accounting and reporting as it relates to nonfinancial assets and nonfinancial
liabilities that are not recognized or disclosed at fair value in the financial
statements on at least an annual basis. These changes define fair value,
establish a framework for measuring fair value in GAAP, and expand disclosures
about fair value measurements. This guidance applies to other GAAP that require
or permit fair value measurements and is to be applied prospectively with
limited exceptions. The adoption of these changes, as it relates to nonfinancial
assets and nonfinancial liabilities had no impact on the Condensed Consolidated
Financial Statements. These provisions will be applied at such time a fair value
measurement of a nonfinancial asset or nonfinancial liability is required, which
may result in a fair value that is materially different than would have been
calculated prior to the adoption of these changes.
On January 1, 2009, the Company adopted updates issued by the FASB to accounting
for intangible assets. These changes amend the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset in order to improve the consistency between the
useful life of a recognized intangible asset outside of a business combination
and the period of expected cash flows used to measure the fair value of an
intangible asset in a business combination. The adoption of these changes had no
impact on the Condensed Consolidated Financial Statements.
On January 1, 2009, the Company adopted updates issued by the FASB to the
calculation of earnings per share. These changes state that unvested share-based
payment awards that contain non-forfeitable rights to dividends or dividend
equivalents (whether paid or unpaid) are participating securities and shall be
included in the computation of earnings per share pursuant to the two-class
method for all periods presented. The adoption of these changes had no impact on
the Condensed Consolidated Financial Statements.
In April 2008, the FASB issued guidance now codified as ASC Topic 350,
"INTANGIBLES--GOODWILL AND OTHER" ("ASC 350"). This pronouncement amends the
factors that should be considered in developing renewal or extension assumptions
used to determine the useful life of a recognized intangible asset under
previous ASC 350 guidance, thereby improving the consistency between the useful
life of a recognized intangible asset under ASC 350 and the period of expected
cash flows used to measure the fair value of the asset under ASC Topic 805,
"Business Combinations" ("ASC 805"). This pronouncement was effective for
financial statements issued for fiscal years beginning after December 15, 2008
and must be applied prospectively to intangible assets acquired after the
12
effective date. The Company has not acquired any intangible assets since
adopting this pronouncement. As such, there has been no impact to the Company's
financial statements since the January 1, 2009 adoption date.
In March 2008, the FASB issued guidance now codified as ASC Topic 815
"DERIVATIVES AND HEDGING" ("ASC 815"), which expands the disclosure requirements
in previous ASC 815 guidance about an entity's derivative instruments and
hedging activities. This pronouncement's disclosure provisions apply to all
entities with derivative instruments subject to the previous ASC 815 guidance.
The provisions also apply to related hedged items, bifurcated derivatives, and
non-derivative instruments that are designated and qualify as hedging
instruments. Entities with instruments subject to this pronouncement must
provide more robust qualitative disclosures and expanded quantitative
disclosures. Such disclosures, as well as existing required disclosures,
generally will need to be presented for every annual and interim reporting
period. This pronouncement was effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. For the nine
months ended September 30, 2009, the Company has included the expanded
disclosures about derivative instruments and hedging activities within the
Company's financial statements.
In December 2007, the FASB issued guidance now codified as ASC Topic 805,
"BUSINESS COMBINATIONS" ("ASC 805"), which replaces previous ASC 805 guidance.
This pronouncement establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, any non-controlling interest in the acquiree
and the goodwill acquired in connection with a business combination. This
pronouncement also establishes disclosure requirements that will enable users to
evaluate the nature and financial effect of the business combination. This
pronouncement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of an entity's first fiscal year
that begins after December 15, 2008. The Company applied the provisions of ASC
805 in connection with the acquisition that closed during the first quarter of
2009. The adoption of this pronouncement did not have a material impact on the
Company's consolidated financial statements.
In August 2009, the FASB issued updates to fair value accounting for
liabilities. These changes clarify existing guidance that in circumstances in
which a quoted price in an active market for the identical liability is not
available, an entity is required to measure fair value using either a valuation
technique that uses a quoted price of either a similar liability or a quoted
price of an identical or similar liability when traded as an asset, or another
valuation technique that is consistent with the principles of fair value
measurements, such as an income approach (e.g., present value technique). This
guidance also states that both a quoted price in an active market for the
identical liability and a quoted price for the identical liability when traded
as an asset in an active market when no adjustments to the quoted price of the
asset are required are Level 1 fair value measurements. These changes became
effective for the Company's Consolidated Financial Statements for the year ended
May 31, 2010. The adoption of this pronouncement did not have a material impact
on the Company's consolidated financial statements.
UPDATES ISSUED BUT NOT YET ADOPTED
In October 2009, the FASB issued updates to revenue recognition guidance. These
changes provide application guidance on whether multiple deliverables exist, how
the deliverables should be separated, and how the consideration should be
allocated to one or more units of accounting. This update establishes a selling
price hierarchy for determining the selling price of a deliverable. The selling
price used for each deliverable will be based on vendor-specific objective
evidence, if available, third-party evidence if vendor-specific objective
evidence is not available, or estimated selling price if neither vendor-specific
or third-party evidence is available. The Company will be required to apply this
guidance prospectively for revenue arrangements entered into or materially
modified after January 1, 2011; however, earlier application is permitted. The
Company has not determined the impact that this update may have on its
Consolidated Financial Statements.
13
NOTE 4 - RECLASSIFICATIONS
Certain prior periods' balances have been reclassified to conform to the current
period's financial statement presentation. These reclassifications had no impact
on previously reported results of operations or stockholders' equity.
NOTE 5 - RELATED PARTY TRANSACTIONS
On August 12, 2009, the parties rescinded the Motivation Advantage transaction
and agreed to return any consideration issued.
On August 12, 2009, the parties rescinded the Crowley & Company transaction and
agreed to consider the stock issued as compensation for services rendered.
On August 12, 2009, Joseph Vittoria, resigned as a member of the Board of
Directors. There were no disagreements with Joseph Vittoria on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.
On August 13, 2009, Dr. Louis Corrnachia and Richard Smith resigned as members
of the Board of Directors. There were no disagreements with Louis Corrnachia or
Richard Smith, on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.
On August 14, 2009, Greg Jaclin and Terry Carlson resigned as members of the
Board of Directors. There were no disagreements with Greg Jaclin or Terry
Carlson on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure.
On August 19, 2009, the parties rescinded the EGA transaction and agreed to
return any consideration issued.
On August 24, 2009, 310 Holdings, Inc.("310") and the Company closed a
Securities Purchase Agreement whereby the 310 purchased 100% of the issued and
outstanding common shares of Javaco in exchange for $150,000 and the issuance of
2,500,000 shares of 310's common stock to Domark. We also entered into a
separate agreement and have assigned $9,997,134 of media credits in print and
radio to 310 Holdings in exchange for the issuance of 1,000,000 shares of 310
Holding's common stock.
On August 26, 2009, R. Thomas Kidd resigned as Chief Executive Officer and
President and as a member of the Board of Directors. There were no disagreements
with R. Thomas Kidd on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure. R. Thomas Kidd
will remain in his position as Principal Financial Officer.
On August 26, 2009, in a Debt Settlement Agreement by and between the Company
and R. Thomas Kidd, any and all debt owed to Mr. Kidd for expenses, advances, or
loans has been settled. The Company agrees to pay Mr. Kidd $150,000 cash and
transfer 3.5 million shares of common stock of TRTN, OTCBB held by us.
Furthermore, the Company shall execute an assignment of all claims against
Victory Lane Financial Elite, et al as known or shall become known in the course
of the litigation entitled DOMK vs Victory Lane Elite, LLC, Costello, et al in
the US District Court, Middle District of Florida, and the case in Tattnall
County, Georgia. In addition, the parties shall execute an assignment of the
repurchase agreement entered into by and between the Company and TRTN, OTCBB.
Upon payment and assignment of TRTN shares and assignment of the Company's
claims, Mr. Kidd shall surrender 111,438,394 common shares of Domark, to be
returned to treasury and cancelled.
On August 26, 2009, Scott Sieck, a member of the Board of directors and Chief
Operating Officer, was appointed as our Chief Executive Officer.
14
On August 26, 2009 the Company executed a Securities purchase agreement with R.
Thomas Kidd, whereby pursuant to the terms of the agreement, the Company agreed
to transfer its ownership of 100 Units of Victory lane LLC to R. Thomas Kidd in
exchange for 25 million shares of Domark common stock held by Mr. Kidd. The
transaction closed on October 15, 2009, upon delivery to the Company of 25
million shares of common stock owned by Mr. Kidd.
The issuance of the securities above were effected in reliance on the exemptions
for private sales of securities not involving a public offering pursuant to in
Section 4(2) and Section 4(6) of the Securities Act.
On September 4, 2009, Richard Altmann resigned as member of the Board of
Directors.
On September 14, 2009, R. Thomas Kidd resigned as Principle Accounting Officer
of the Company to pursue other interests. Mr. Kidd has provided no written
disagreement with the Company on any matter related to the Company's operations,
policies or practices. Scott Sieck, our current Chief Executive Officer, has
been appointed as Principle Accounting Officer.
On September 18, 2009, Scott Sieck entered into an employment agreement with our
Company. The employment agreement provided that the Executive has agreed to
waive his compensation until such time as the Board of Directors determines the
Company has sufficient assets to repay the Executive or receive compensation in
equity and accepts from the corporation 100,000 shares it its authorized Series
"A" Preferred stock during the interim period. Subsequently, on September 21,
2009, Mr. Sieck choose to receive 100,000 shares of Series A Preferred Stock
which have a voting rights in all matters to be voted upon by shareholders of
common stock of 1,000 votes per share of Series A Preferred Stock.
On October 15, 2009, the Company entered into an agreement whereby the Company
and R Thomas Kidd settled outstanding debts to Mr. Kidd. Terms of the debt
settlement agreement relieved the Company of indebtedness to Mr. Kidd in the
amount of $16,491 in exchange for the transference of the website of Executive
Sports and Entertainment, Inc., representing ownership of that website, delivery
of the website framework for www.domarkinternational.com, the assignment of a
$100,000 promissory note payable to the Company, and assignment of all shares
related to MedQuest, Inc., a Nevada corporation formed by the Company in 2008.
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 2,000
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. The transaction is a private
sale exempt from registration under Section 4(1) of the Securities Act of 1933,
as amended. As of February 28, 2009, the promissory note was satisfied.
On October 26, 2009, pursuant to an Assignment and Assumption Agreement, the
loan payable in the amount of $100,000, entered into on October 23, 2009 was
assigned to the Company's officer, Scott Sieck.
On November 22, 2009, the Company entered into an agreement with R Thomas Kidd
whereby the Company and Kidd have agreed upon the disbursement of certain
proceeds to be received in a possible settlement the Company and certain Victory
Lane Financial elite parties or a final adjudication of litigation and
arbitration actions in connection with claims in current litigation. The
agreement also mutually cancels the Assignment of Claims granted to R Thomas
Kidd by the Company on August 26, 2009. Terms of the new agreement are outlined
as follows:
Upon closing of any settlement agreement between the Company and Victory Lane
Financial Elite, et al, the Company shall pay to R Thomas Kidd the sum of
$192,500 in cash if cash is received, or at a minimum, $42,500 in cash and an
assignment of a third party promissory note in the minimum amount of $150,000
executed by all Victory Lane Financial Elite, et al in favor of the Company on
15
terms acceptable to Kidd provided that R Thomas Kidd will cancel the promissory
note executed by the Company in favor of R Thomas Kidd in the amount of $192,500
and return the original promissory note to the Company.
In the event of no settlement agreement between the Company and Victory Lane
Financial Elite, et al, R Thomas Kidd agree to accept and the Company agrees to
pay R Thomas Kidd the sum of $192,500 from the first proceeds of any award or
judgment obtained as a result of the prosecution of the litigation and
arbitration actions against the Victory Lane Financial Elite, et al;
R Thomas Kidd canceled the Assignment of Claims executed by the Company in favor
of R. Thomas Kidd on August 26, 2009 and transferred title and ownership of the
Victory Lane, LLC Units to the Company; in addition, R Thomas Kidd resigned as
Managing Member of Victory Lane, LLC and appointed Scott Sieck as Managing
Member of Victory Lane, LLC.
Effective March 29th, 2010, Scott Sieck, CEO/Director and R. Thomas Kidd entered
into a in a Debt and Securities Purchase Agreement (the "Agreement"). Pursuant
to the terms of the Agreement, all debt owed to Mr. Sieck by the Company
($534,271 as of 3/29/2010), his Preferred Series A shares, and one million
common shares were purchased by Mr. Kidd in consideration for the delivery of
250,000 restricted common shares JBI Inc. owned by Mr. Kidd. The change in
control is as a result of the transfer of the Preferred Series A Shares, which
collectively provides the holder thereof with a majority of voting rights.
On May 26, 2010, Domark International, Inc. (the "Company") entered into an
Asset Purchase Agreement (the "Agreement") with Armada Capital, LLC ("Armada")
providing for the purchase and sale of all of Armada's right, title and interest
in and to all of the assets of Armada. Armada, an entity engaged in the business
of providing consulting services for small capital public companies and private
businesses, is owned by R. Thomas Kidd, the Company's Chief Executive Officer,
Director and majority shareholder. The closing of the Agreement shall take place
upon (i) the delivery of all signed documentation; (ii) the completion of all
documentation necessary to perfect the delivery of the assets; and (iii) the
completion and delivery of the audited financial statements of the assets to be
purchased and sold; provided, however, that the closing date shall take place on
or before June 30, 2010. The Purchase Price for the Assets is equal to twenty
percent (20%) of the revenue derived from the fees generated from the consulting
agreements sold pursuant to the Agreement. As of the date of this report, the
parties agreed to mutually terminate the transaction.
On July 21, 2010, Domark International, Inc. (the "Company") entered into an
Agreement for the Exchange of Common Stock (the "Agreement") with Virtual
Devices, Inc., a Pennsylvania corporation (VDI) providing for the issuance of
stock of the Company in exchange for all of the outstanding shares of VDI. At
the closing, VDI will become a wholly owned subsidiary of the Company. The
closing of the Agreement shall take place upon (i) the delivery of all required
signed documentation; (ii) the completion of due diligence by all parties,
provided however, that the closing date shall take place on or before August 15,
2010. On August 13, 2010, the Company and Virtual Devices, Inc. extended the
closing date to allow for sufficient time to complete due diligence.
NOTE 6 - ACCOUNTS RECEIVABLE
At the end of the three month period ending August 31, 2010, the Company had no
trade receivables.
NOTE 7 - LIABILITIES
The Company is reporting a note payable of $783,932. This note is partially due
to our executive officer and his spouse, as tenants by the entirety, and
16
partially due to an affiliate of our executive officer, which is owned by our
executive officer and his spouse as tenants by the entirety, and reflects
advances, assignment of claims, and expenses paid on behalf of the Company by
our executive officer and his wife, as tenants by the entirety or the affiliate
of our executive officer, as referenced herein.
NOTE 8 - INCOME TAXES
The Company has available net operating loss carry-forwards for financial
statement and federal income tax purposes. These loss carry-forwards expire if
not used within 20 years from the year generated. The Company's management has
decided a valuation allowance is necessary to reduce any tax benefits because
the available benefits are more likely than not to expire before they can be
used. The tax based accumulated deficit create tax benefits in the amount of
$2,134,223 from inception through May 31, 2010.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial statement
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets as of May 31, 2010 are as
follows:
Deferred tax assets:
Federal $ 2,134,223
State 0
-----------
Total Deferred Tax Asset 2,134,223
Less valuation allowance (2,134,223)
-----------
$ 0
===========
The Company has provided a 100% valuation allowance on the deferred tax assets
at May 31, 2010 to reduce such tax asset to $0 as there is no assurance that the
Company will generate future taxable income to utilize such asset. Management
will review this valuation allowance requirement periodically and make
adjustments as warranted.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
On April 13, 2009, the Company entered into a sponsorship agreement with
Executive Adventures, LLC. The Company has committed to $465,000 in total
sponsorship fees for the annual World Sailfish Championship events, for years
2009 - 2012. The agreement provides that the Company shall remit fees according
to the following payment schedule:
2009 Event 60,000 shares, due by April 14, 2009 *
2010 Event 105,000 net due January 15, 2010
2011 Event 110,000 net due January 15, 2011
2012 Event 115,000 net due January 15, 2012
- ----------
* On April 13, 2009, the Company issued 60,000 shares for a value of $120,000.
Terms of the Agreement include an option to pay stock shares in lieu of cash
payments based upon a mutually agreed upon arrangement that will be determined
on a yearly basis.
Due to the change in the business model of the Company, the Company has
previously notified Executive Adventures, LLC. that it was not going forward
with any future sponsorships.
On May 13, 2009, we executed an Agreement for the Exchange of Common Stock with
Victory Lane LLC. Subsequent to closing, the Company has discovered certain
17
liabilities which were undisclosed at the time of closing. The amounts of those
liabilities are as follows:
* Legacy Development $3,157,000
* Executive Adventures 227,000
* Statewide Engineering 20,000
* Tattnall County 3,000
* Bob Barnard 140,000
* Davis Love Design 950,000
* Davis Love Design - Penalties 85,000
* Andrew Goggin 307,000
----------
TOTAL $4,889,000
==========
On August 10, 2009, the Company along with Victory Lane, LLC and R. Thomas Kidd
filed a lawsuit in the United States District Court, Middle District of Florida
Case Number 09-CV-1396-ORL-35-DAB against Victory Lane Financial Elite, LLC et
al, for the following causes of action: Fraud in the Inducement, Breach of
Contract, Rescission, Conspiracy, and Libel. The Company considers these
liabilities contingent until the court makes a ruling on the aforementioned
court case.
On August 10, 2009, the Company was made aware of an action filed in the
Superior Court of Tattnall County, Georgia, case number 2009-V-381-JS by Victory
Lane Financial Elite, LLC et al against the Company and its directors and
officers. The Company believes that the complaint is without merit and the
Company intends to defend said action and file substantial counterclaims against
Victory Lane Financial Elite, LLC, Patrick Costello and numerous other
defendants.
On September 25, 2009 the company amended its Case Number CV-1396-ORL-35-DAB to
request certain complaints be heard in arbitration as called for in the original
acquisition agreement dated May 13, 2009. Both venues are proceeding.
The secured lender on the Victory Lane property foreclosed and then filed suit
against Victory Lane, LLC, Patrick J. Costello and Stephen Brown seeking a
deficiency judgment. Brown and Costello filed a third party complaint against
the Company and R. Thomas Kidd. The Company contends the third party complaint
is fatally defective in that it alleges independent claims as opposed to
derivative or a cause of action for indemnity or contribution. On the July 5,
2010, the Company has filed a motion to dismiss the third party complaint which
they believe is meritorious and there should be a ruling by the Court within
sixty days. The hearing is scheduled for August 11, 2010. On August 11, 2010,
the motion to dismiss was converted to a motion for summary judgment.
On July 20, 2010, pursuant to the Company's previously filed motion to dismiss
case number 2009-V-381-JS for lack of jurisdiction in the Superior Court of
Tattnall County, Georgia, the motion was denied as to the Company and R. Thomas
Kidd, but granted as to the other officers and directors of the Company.
NOTE 10 - NET LOSS PER SHARE
Restricted shares and warrants are not included in the computation of the
weighted average number of shares outstanding during the periods. The net loss
per common share is calculated by dividing the consolidated loss by the weighted
average number of shares outstanding during the periods.
18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's Discussion and Analysis contains various "forward looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, regarding future events or the future financial performance of
the Company that involve risks and uncertainties. Certain statements included in
this Form 10-Q, including, without limitation, statements related to anticipated
cash flow sources and uses, and words including but not limited to
"anticipates", "believes", "plans", "expects", "future" and similar statements
or expressions, identify forward looking statements. Any forward-looking
statements herein are subject to certain risks and uncertainties in the
Company's business, including but not limited to, reliance on key customers and
competition in its markets, market demand, product performance, technological
developments, maintenance of relationships with key suppliers, difficulties of
hiring or retaining key personnel and any changes in current accounting rules,
all of which may be beyond the control of the Company. The Company adopted at
management's discretion, the most conservative recognition of revenue based on
the most astringent guidelines of the SEC in terms of recognition of software
licenses and recurring revenue. Management will elect additional changes to
revenue recognition to comply with the most conservative SEC recognition on a
forward going accrual basis as the model is replicated with other similar
markets (i.e. SBDC). The Company's actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including those set forth therein.
Forward-looking statements involve risks, uncertainties and other factors, which
may cause our actual results, performance or achievements to be materially
different from those expressed or implied by such forward-looking statements.
Factors and risks that could affect our results and achievements and cause them
to materially differ from those contained in the forward-looking statements
include those identified in the section titled "Risk Factors" in the Company's
Annual Report on Form 10-K for the transition period ended May 31, 2010, as well
as other factors that we are currently unable to identify or quantify, but that
may exist in the future.
In addition, the foregoing factors may affect generally our business, results of
operations and financial position. Forward-looking statements speak only as of
the date the statement was made. We do not undertake and specifically decline
any obligation to update any forward-looking statements.
RECENT DEVELOPMENTS
NONE
ADDITIONAL INFORMATION
We file reports and other materials with the Securities and Exchange Commission.
These documents may be inspected and copied at the Securities and Exchange
Commission, Judiciary Plaza, 100 F Street, N.E., Room 1580, and Washington, D.C.
20549. You can obtain information on the operation of the Public Reference Room
by calling the Commission at 1-800-SEC-0330. You can also get copies of
documents that we file with the Commission through the Commission's Internet
site at www.sec.gov.
RESULTS OF OPERATIONS
Revenues for the three months ended August 31, 2010 were $0 as compared to
$987,525 for the three months ended August 31, 2009. The decrease is due to the
rescission of our subsidiaries. After the sale of ECFO on October 20, 2009, the
Company no longer has any operating subsidiaries and is considered a shell
19
company as it has nominal operations and assets consisting of only cash or cash
equivalents. Our future revenue plan is dependent on our ability to effectively
close new viable acquisitions.
General and administrative expenses for the three months ended August 31, 2010
decreased to $11,996 from $288,286 for the three months ended August 31, 2009.
As a result of the rescission of subsidiaries, the Company recognized a
significant decrease in the amount of general and administrative expenses. The
Company expects to continue to incur professional and legal fees until such time
it can close new viable acquisitions.
The Company realized a net loss of $11,996, for the three months ended August
31, 2010 compared to net loss of $257,830 for the three months ended August 31,
2009. The current net loss is largely attributable to the legal and professional
fees associated with the contingent liability with Victory Lane Financial Elite,
LLC.
LIQUIDITY AND CAPITAL RESOURCES
The Company's net cash used in operating activities for the three months ending
August 31, 2010 was $3,577 compared to the net cash of $86,499 - provided by
operating activities for the three months ending August 31, 2009.
Accounts receivable was reduced to zero during the three months ending August
31, 2010 as a result of the deconsolidation of all subsidiaries.
Our future revenues and profits, if any, will primarily depend upon our ability
to close new viable acquisitions. At August 31, 2010 the Company had no capital
resources and will rely upon additional capital contributions from its sole
director to fund administrative expenses.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off balance sheet arrangements that are reasonably likely to
have a current or future effect on our financial condition, revenues, and
results of operations, liquidity or capital expenditures.
OTHER CONSIDERATIONS
There are numerous factors that affect the business and the results of its
operations. Sources of these factors include general economic and business
conditions, federal and state regulation of business activities, the level of
demand for product services, the level and intensity of competition in the media
content industry, and the ability to develop new services based on new or
evolving technology and the market's acceptance of those new services, our
ability to timely and effectively manage periodic product transitions, the
services, customer and geographic sales mix of any particular period, and our
ability to continue to improve our infrastructure including personnel and
systems to keep pace with our anticipated rapid growth.
CRITICAL ACCOUNTING POLICIES
We prepare our consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires the use of estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Our
management periodically evaluates the estimates and judgments made. Management
bases its estimates and judgments on historical experience and on various
20
factors that are believed to be reasonable under the circumstances. Actual
results may differ from these estimates as a result of different assumptions or
conditions.
STOCK BASED COMPENSATION
In December 2004, the FASB issued a revision of SFAS No. 123 ("SFAS No. 123(R)")
that requires compensation costs related to share-based payment transactions to
be recognized in the statement of operations. With limited exceptions, the
amount of compensation cost will be measured based on the grant-date fair value
of the equity or liability instruments issued. In addition, liability awards
will be re-measured each reporting period. Compensation cost will be recognized
over the period that an employee provides service in exchange for the award.
SFAS No. 123(R) replaces SFAS No. 123 and is effective as of the beginning of
January 1, 2006. Based on the number of shares and awards outstanding as of
December 31, 2005 (and without giving effect to any awards which may be granted
in 2006), we do not expect our adoption of SFAS No. 123(R) in January 2006 to
have a material impact on the financial statements.
FSP FAS 123(R)-5 was issued on October 10, 2006. The FSP provides that
instruments that were originally issued as employee compensation and then
modified, and that modification is made to the terms of the instrument solely to
reflect an equity restructuring that occurs when the holders are no longer
employees, then no change in the recognition or the measurement (due to a change
in classification) of those instruments will result if both of the following
conditions are met: (a). There is no increase in fair value of the award (or the
ratio of intrinsic value to the exercise price of the award is preserved, that
is, the holder is made whole), or the antidilution provision is not added to the
terms of the award in contemplation of an equity restructuring; and (b). All
holders of the same class of equity instruments (for example, stock options) are
treated in the same manner. The provisions in this FSP shall be applied in the
first reporting period beginning after the date the FSP is posted to the FASB
website. The Company has adopted SP FAS 123(R)-5 but it did not have a material
impact on its consolidated results of operations and financial condition.
ACCOUNTING POLICIES AND ESTIMATES
The preparation of our financial statements in conformity with accounting
principles generally accepted in the United States of America requires our
management to make certain estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Our management periodically
evaluates the estimates and judgments made. Management bases its estimates and
judgments on historical experience and on various factors that are believed to
be reasonable under the circumstances. Actual results may differ from these
estimates as a result of different assumptions or conditions. As such, in
accordance with the use of accounting principles generally accepted in the
United States of America, our actual realized results may differ from
management's initial estimates as reported. A summary of significant accounting
policies are detailed in notes to the financial statements which are an integral
component of this filing.
ADDITIONAL INFORMATION
We file reports and other materials with the Securities and Exchange Commission.
These documents may be inspected and copied the Commission's Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains a web site at
http://www.sec.gov that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the
Commission.
21
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We do not hold any derivative instruments and do not engage in any hedging
activities. We attempted to acquire successfully operating subsidiaries and to
deploy accounting, governance, risk and compliance services, marketing,
management and media assets to the subsidiaries, to build the value of our
Company.
ITEM 4. CONTROLS AND PROCEDURES
a) Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures as of the end of the period covered by this report were effective
such that the information required to be disclosed by us in reports filed under
the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms and (ii)
accumulated and communicated to the Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding disclosure. A
controls system cannot provide absolute assurance, however, that the objectives
of the controls system are met, and no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within a company have been detected.
Our Chief Executive Officer and Chief Financial Officer are responsible for
establishing and maintaining adequate internal control over financial reporting
(as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with accounting
principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance of achieving
their control objectives. Furthermore, smaller reporting companies face
additional limitations. Smaller reporting companies employ fewer individuals and
find it difficult to properly segregate duties. Often, one or two individuals
control every aspect of the Company's operation and are in a position to
override any system of internal control. Additionally, smaller reporting
companies tend to utilize general accounting software packages that lack a
rigorous set of software controls.
Our Chief Executive Officer and Chief Financial Officer evaluated the
effectiveness of the Company's internal control over financial reporting as of
August 31, 2010. In making this assessment, our Chief Executive Officer and
Chief Financial Officer used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control
- -- Integrated Framework. Based on this evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that, as of August 31, 2010, our internal
control over financial reporting was effective.
b) Changes in Internal Control over Financial Reporting.
During the Quarter ended August 31, 2010, there was not a change in our internal
control over financial reporting (as such term is defined in Rule 13a-15(f)
under the Exchange Act) that has materially effected, or is reasonably likely to
materially effect, our internal control over financial reporting.
22
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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company may become involved in various claims and legal actions arising in
the ordinary course of business. In the opinion of management, except as
discussed below, the ultimate disposition of these matters will not have a
material adverse effect on the Company's financial position, results of
operations, or liquidity except as follows:
On August 10, 2009, the Company along with Victory Lane, LLC and R. Thomas Kidd
filed a lawsuit in the United States District Court, Middle District of Florida
Case Number 09-CV-1396-ORL-35-DAB against Victory Lane Financial Elite, LLC et
al, for the following causes of action: Fraud in the Inducement, Breach of
Contract, Rescission, Conspiracy, and Libel.
On August 10, 2009, the Company was made aware of an action filed in the
Superior Court of Tattnall County, Georgia, case number 2009-V-381-JS by Victory
Lane Financial Elite, LLC et al against the Company and its directors and
officers. The Company believes that the complaint is without merit and the
Company intends to defend said action and file substantial counterclaims against
Victory Lane Financial Elite, LLC, Patrick Costello and numerous other
defendants.
Management is of the opinion that the action has no merit and intends to defend
the action aggressively.
On September 25, 2009 the company amended its Case Number CV-1396-ORL-35-DAB
compliant to request certain complaints be heard in arbitration as called for in
the original acquisition agreement dated May 13, 2009. Both venues are
proceeding.
The secured lender on the Victory Lane property foreclosed and then filed suit
against Victory Lane, LLC, Patrick J. Costello and Stephen Brown seeking a
deficiency judgment. Brown and Costello filed a third party complaint against
the Company and R. Thomas Kidd. The Company contends the third party complaint
is fatally defective in that it alleges independent claims as opposed to
derivative or a cause of action for indemnity or contribution. On the July 5,
2010, the Company has filed a motion to dismiss the third party complaint which
they believe is meritorious and there should be a ruling by the Court within
sixty days. The hearing is scheduled for August 11, 2010. On August 11, 2010,
the motion to dismiss was converted to a motion for summary judgment.
On July 20, 2010, pursuant to the Company's previously filed motion to dismiss
case number 2009-V-381-JS for lack of jurisdiction in the Superior Court of
Tattnall County, Georgia, the motion was denied as to the Company and R. Thomas
Kidd, but granted as to the other officers and directors of the Company.
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ITEM 1A. RISK FACTORS
You should carefully consider the following risk factors, in addition to the
risk factors disclosed in prior filings on Form 10-K (as amended) or 10-Q before
making an investment decision. If any of the following risks actually occur, our
business, financial condition or results of operations could be materially
adversely affected. In such cases, the trading price of our common stock could
decline and you may lose all or a part of your investment.
OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION
Our shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly
referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security that has
a market price less than $5.00 per share, subject to certain exceptions. Rule
3a51-1 provides that any equity security is considered to be penny stock unless
that security is: registered and traded on a national securities exchange
meeting specified criteria set by the Commission; authorized for quotation on
the NASDAQ Stock Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00 per share) or the
registrant's net tangible assets; or exempted from the definition by the
Commission. Since our shares are deemed to be "penny stock", trading in the
shares will be subject to additional sales practice requirements on
broker/dealers who sell penny stock to persons other than established customers
and accredited investors.
WE MAY NOT HAVE ACCESS TO SUFFICIENT CAPITAL TO PURSUE OUR BUSINESS AND
THEREFORE WOULD BE UNABLE TO ACHIEVE OUR PLANNED FUTURE GROWTH:
We intend to pursue a growth strategy that includes development of the Company
business and technology. Currently we have limited capital which is insufficient
to pursue our plans for development and growth. Our ability to implement our
growth plans will depend primarily on our ability to obtain additional private
or public equity or debt financing. We are currently seeking additional capital.
Such financing may not be available at all, or we may be unable to locate and
secure additional capital on terms and conditions that are acceptable to us. Our
failure to obtain additional capital will have a material adverse effect on our
business.
OUR LACK OF DIVERSIFICATION IN OUR BUSINESS SUBJECTS INVESTORS TO A GREATER RISK
OF LOSSES
All of our efforts are focused on the development and growth of our business and
its technology in an unproven area.
BECAUSE WE ARE QUOTED ON THE OTCBB INSTEAD OF AN EXCHANGE OR NATIONAL QUOTATION
SYSTEM, OUR INVESTORS MAY HAVE A TOUGHER TIME SELLING THEIR STOCK OR EXPERIENCE
NEGATIVE VOLATILITY ON THE MARKET PRICE OF OUR STOCK.
Our common stock is traded on the OTCBB. The OTCBB is often highly illiquid.
There is a greater chance of volatility for securities that trade on the OTCBB
as compared to a national exchange or quotation system. This volatility may be
caused by a variety of factors, including the lack of readily available price
quotations, the absence of consistent administrative supervision of bid and ask
quotations, lower trading volume, and market conditions. Investors in our common
stock may experience high fluctuations in the market price and volume of the
trading market for our securities. These fluctuations, when they occur, have a
negative effect on the market price for our securities. Accordingly, our
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stockholders may not be able to realize a fair price from their shares when they
determine to sell them or may have to hold them for a substantial period of time
until the market for our common stock improves.
FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH
SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON
OUR BUSINESS AND OPERATING RESULTS.
It may be time consuming, difficult and costly for us to develop and implement
the additional internal controls, processes and reporting procedures required by
the Sarbanes-Oxley Act. We may need to hire additional financial reporting,
internal auditing and other finance staff in order to develop and implement
appropriate additional internal controls, processes and reporting procedures. If
we are unable to comply with these requirements of the Sarbanes-Oxley Act, we
may not be able to obtain the independent accountant certifications that the
Sarbanes-Oxley Act requires of publicly traded companies.
If we fail to comply in a timely manner with the requirements of Section 404 of
the Sarbanes-Oxley Act regarding internal control over financial reporting or to
remedy any material weaknesses in our internal controls that we may identify,
such failure could result in material misstatements in our financial statements,
cause investors to lose confidence in our reported financial information and
have a negative effect on the trading price of our common stock.
Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations,
beginning with our annual report on Form 10-K for our fiscal period ending May
31, 2008, we will be required to prepare assessments regarding internal controls
over financial reporting and beginning with our annual report on Form 10-K for
our fiscal period ending May 31, 2009, furnish a report by our management on our
internal control over financial reporting. We have begun the process of
documenting and testing our internal control procedures in order to satisfy
these requirements, which is likely to result in increased general and
administrative expenses and may shift management time and attention from
revenue-generating activities to compliance activities. While our management is
expending significant resources in an effort to complete this important project,
there can be no assurance that we will be able to achieve our objective on a
timely basis. There also can be no assurance that our auditors will be able to
issue an unqualified opinion on management's assessment of the effectiveness of
our internal control over financial reporting. Failure to achieve and maintain
an effective internal control environment or complete our Section 404
certifications could have a material adverse effect on our stock price.
In addition, in connection with our on-going assessment of the effectiveness of
our internal control over financial reporting, we may discover "material
weaknesses" in our internal controls as defined in standards established by the
Public Company Accounting Oversight Board, or the PCAOB. A material weakness is
a significant deficiency, or combination of significant deficiencies, that
results in more than a remote likelihood that a material misstatement of the
annual or interim financial statements will not be prevented or detected. The
PCAOB defines "significant deficiency" as a deficiency that results in more than
a remote likelihood that a misstatement of the financial statements that is more
than inconsequential will not be prevented or detected.
In the event that a material weakness is identified, we will employ qualified
personnel and adopt and implement policies and procedures to address any
material weaknesses that we identify. However, the process of designing and
implementing effective internal controls is a continuous effort that requires us
to anticipate and react to changes in our business and the economic and
regulatory environments and to expend significant resources to maintain a system
of internal controls that is adequate to satisfy our reporting obligations as a
public company. We cannot assure you that the measures we will take will
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remediate any material weaknesses that we may identify or that we will implement
and maintain adequate controls over our financial process and reporting in the
future.
Any failure to complete our assessment of our internal control over financial
reporting, to remediate any material weaknesses that we may identify or to
implement new or improved controls, or difficulties encountered in their
implementation, could harm our operating results, cause us to fail to meet our
reporting obligations or result in material misstatements in our financial
statements. Any such failure could also adversely affect the results of the
periodic management evaluations of our internal controls and, in the case of a
failure to remediate any material weaknesses that we may identify, would
adversely affect the annual auditor attestation reports regarding the
effectiveness of our internal control over financial reporting that are required
under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could
also cause investors to lose confidence in our reported financial information,
which could have a negative effect on the trading price of our common stock.
OPERATING HISTORY AND LACK OF PROFITS WHICH COULD LEAD TO WIDE FLUCTUATIONS IN
OUR SHARE PRICE. THE PRICE AT WHICH YOU PURCHASE OUR COMMON SHARES MAY NOT BE
INDICATIVE OF THE PRICE THAT WILL PREVAIL IN THE TRADING MARKET. YOU MAY BE
UNABLE TO SELL YOUR COMMON SHARES AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY
RESULT IN SUBSTANTIAL LOSSES TO YOU. THE MARKET PRICE FOR OUR COMMON SHARES IS
PARTICULARLY VOLATILE GIVEN OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH A
SMALL AND THINLY TRADED PUBLIC FLOAT, LIMITED
The market for our common shares is characterized by significant price
volatility when compared to seasoned issuers, and we expect that our share price
will continue to be more volatile than a seasoned issuer for the indefinite
future. The volatility in our share price is attributable to a number of
factors. First, as noted above, our common shares are sporadically and thinly
traded. As a consequence of this lack of liquidity, the trading of relatively
small quantities of shares by our shareholders may disproportionately influence
the price of those shares in either direction. The price for our shares could,
for example, decline precipitously in the event that a large number of our
common shares are sold on the market without commensurate demand, as compared to
a seasoned issuer which could better absorb those sales without adverse impact
on its share price. Secondly, we are a speculative or "risky" investment due to
our limited operating history and lack of profits to date, and uncertainty of
future market acceptance for our potential products. As a consequence of this
enhanced risk, more risk-adverse investors may, under the fear of losing all or
most of their investment in the event of negative news or lack of progress, be
more inclined to sell their shares on the market more quickly and at greater
discounts than would be the case with the stock of a seasoned issuer. Many of
these factors are beyond our control and may decrease the market price of our
common shares, regardless of our operating performance. We cannot make any
predictions or projections as to what the prevailing market price for our common
shares will be at any time, including as to whether our common shares will
sustain their current market prices, or as to what effect that the sale of
shares or the availability of common shares for sale at any time will have on
the prevailing market price.
Shareholders should be aware that, according to SEC Release No. 34-29093, the
market for penny stocks has suffered in recent years from patterns of fraud and
abuse. Such patterns include (1) control of the market for the security by one
or a few broker-dealers that are often related to the promoter or issuer; (2)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; (3) boiler room practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (4) excessive and undisclosed bid-ask differential and markups by
selling broker-dealers; and (5) the wholesale dumping of the same securities by
promoters and broker-dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with
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consequent investor losses. Our management is aware of the abuses that have
occurred historically in the penny stock market. Although we do not expect to be
in a position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to our securities. The occurrence of these patterns or practices
could increase the volatility of our share price.
VOLATILITY IN OUR COMMON SHARE PRICE MAY SUBJECT US TO SECURITIES LITIGATION,
THEREBY DIVERTING OUR RESOURCES THAT MAY HAVE A MATERIAL EFFECT ON OUR
PROFITABILITY AND RESULTS OF OPERATIONS.
As discussed in the preceding risk factors, the market for our common shares is
characterized by significant price volatility when compared to seasoned issuers,
and we expect that our share price will continue to be more volatile than a
seasoned issuer for the indefinite future. In the past, plaintiffs have often
initiated securities class action litigation against a company following periods
of volatility in the market price of its securities. We may in the future be the
target of similar litigation. Securities litigation could result in substantial
costs and liabilities and could divert management's attention and resources.
WE ARE A "SHELL" COMPANY AND OUR SHARES WILL BE SUBJECT TO RESTRICTIONS ON
RESALE.
As we currently have nominal operations and our assets consist of cash, and/or
cash equivalents, we will be deemed a "shell company" as defined in Rule 12b-2
of the Securities Exchange Act of 1934. Accordingly, until we are no longer a
"shell company," and will file a Form 10 level disclosure, and continue to be a
reporting company pursuant to the Securities Exchange Act of 1934, as amended,
and for twelve months following the filing of the Form 10 level disclosure,
shareholders holding restricted, non-registered shares will not be able to use
the exemptions provided under Rule 144 for the resale of their shares of common
stock. Preclusion from any prospective investor using the exemptions provided by
Rule 144 may be more difficult for us to sell equity securities or
equity-related securities in the future to investors that require a shorter
period before liquidity or may require us to expend limited funds to register
their shares for resale in a future prospectus.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES
There were no unregistered sales of equity securities during the interim period
ended August 31, 2010.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no defaults upon senior securities of during the interim period ended
August 31, 2010.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to the vote of securities holders during the
interim period ended August 31, 2010.
ITEM 5. OTHER INFORMATION
There is no information with respect to which information is not otherwise
called for by this form.
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ITEM 6. EXHIBITS
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act.
32.2 Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act.
32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act.
SIGNATURES
Pursuant to the requirements of 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, thereunto duly authorized.
DoMark International, Inc.
Registrant
Date: October 12,2010 By: /s/ R. Thomas Kidd
--------------------------------------------
R. Thomas Kidd
Chief Executive Officer, Principal Executive
Officer, Principal Financial Officer
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