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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
FORM 10-K
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended May 31, 2013
 
 OR
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________
 
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.)
 
254 S Ronald Reagan Blvd, Ste 134
Longwood, FL 32750
(Address of principal executive offices)
 
321-250-4996
(Registrant's telephone number, including Area Code)
 
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 o No x
 
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 o No x
 
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 o
 
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 o No x
 
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. x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller Reporting Company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act. Yes o No x
 
The aggregate market value of voting stock held by non-affiliates of the registrant on September 12, 2013 was $17,403,179.
 
As of September 12, 2013, there were 29,005,298 shares of Common Stock, $0.001 par value per share, issued and outstanding and there were 50,000 shares of Preferred Stock, $0.001 par value per share, issued and outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
None
 


 
 

 
TABLE OF CONTENTS
 
PART I
       
         
ITEM 1.
BUSINESS
    3  
ITEM 1A.
RISK FACTORS
    4  
ITEM 1B.
UNRESOLVED STAFF COMMENTS
    4  
ITEM 2.
PROPERTIES
    4  
ITEM 3.
LEGAL PROCEEDINGS
    4  
ITEM 4.
MINE SAFETY DISCLOSURES
    4  
           
PART II
         
           
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    5  
ITEM 6.
SELECTED FINANCIAL DATA
    6  
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    6  
ITEM 8.
RECENT DEVELOPMENTS
    6  
ITEM 8A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     7  
ITEM 9.
FINANCIAL STATEMENTS
    8  
ITEM 10
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    24  
ITEM 11.
CONTROLS AND PROCEDURES
    24  
ITEM 12. OTHER INFORMATION        
           
PART III
         
           
ITEM 13.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    25  
ITEM 14.
EXECUTIVE COMPENSATION
    26  
ITEM 15.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    28  
ITEM 16.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    29  
ITEM 17.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
    29  
           
PART IV
         
           
ITEM 18.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    30  
           
SIGNATURE
    33  
 
 
2

 
 
PART I
 
ITEM 1. BUSINESS
 
Except for historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements include, but are not limited to, statements regarding future events and the Company's plans and expectations. Actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Form 10-K or incorporated herein by reference, including those set forth in MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
 
HISTORY AND GENERAL OVERVIEW
 
DOMARK INTERNATIONAL, INC. ("DoMark" or the "Company") was incorporated under the laws of the State of Nevada on March 30, 2006. In 2008, the Company embarked on a business plan that was intended to acquire profitable businesses that would create shareholder value in diverse industries. During 2008 and 2009, the company acquired several operating businesses, as set forth in various Current Reports on Form 8-K filed with the Securities and Exchange Commission. On May 21, 2009, the Company closed an acquisition pursuant to that certain Agreement for the Exchange of Common Stock (the "Victory Lane Agreement") with Victory Lane Financial Elite, LLC ("Victory Lane") with respect to a real estate lifestyle business known as Victory Lane (the "Victory Lane Business"). Shortly thereafter, a dispute arose between the Company and the principals of Victory Lane regarding the representations of the principals of Victory Lane and the Victory Lane Business and the Victory Lane Agreement. Litigation between the Company and various parties pertaining to the Victory Lane Business remains outstanding. (Refer to "Item 3, Legal Proceedings" below).
 
During the last half of 2009, the Company sold two of its operating subsidiaries, Javaco, Inc. and ECFO Corporation and effected rescissions of acquisition transactions on the remainder of its operating businesses. Between October 2009 and May 2011, the Company had no material ongoing operations. The business of the Company during the period from October 2009 through May 2011 was to seek out new acquisitions and to conduct the litigation with Victory Lane.
 
On May 31, 2011, the Company formed a wholly owned subsidiary, Armada Sports & Entertainment, Inc. Armada is a sports marketing and management company engaged in owning, developing, and conducting made-for-television sports and entertainment events. On March 5, 2012, the Company entered into an Asset Purchase Agreement with its then controlling shareholder, R. Thomas Kidd, for the sale of Armada, and certain assets related thereto.
 
On February 29, 2012, the Company formed a new wholly owned subsidiary, SolarWerks, Inc. in the state of Nevada, for the purposes of entering the business of marketing specialized solar consumer electronics.
 
On June 20, 2012, the Company formed a new wholly owned subsidiary, MuscleFoot Inc. in the state of Nevada for the purpose of distributing, marketing, and acting as sales agent for the patented foot care system, Barefoot Science.
 
As a result of the change in the Company's business model, the disclosures and financial results contained herein should be reviewed as they relate to the Company's historical operations but should be discounted as they relate to the Company's potential future results.
 
EMPLOYEES
 
As of fiscal year end May 31, 2013, the Company conducts its business through independent contractors.
 
 
3

 
 
ITEM 1A. RISK FACTORS
 
Not applicable to smaller reporting companies.
 
ITEM 1B. UNRESOLVED STAFF COMMENTS
 
Not applicable to smaller reporting companies.
 
ITEM 2. PROPERTIES
 
The Company maintains its corporate executive office in Longwood, Florida. ECFO, a former subsidiary of the Company, has been providing the office space at no charge to the Company as a courtesy to the Company. The Company does not maintain, own or lease any other property.
 
ITEM 3. LEGAL PROCEEDINGS
 
On January 24, 2012, the Company was made aware by the Chief Executive Officer of the Company, that a complaint had been filed against the Company for approximately $534,000 by the United States Trustee for the Middle District of Florida to claim against funds we owed to our Chief Executive Officer and his wife. On January 23, 2012, the Trustee's Motion for Approval and Notice of Compromise was filed to obtain the approval of the court of a settlement of the matters that were the subject of the complaint. On April 24, 2012, the Company was advised that the complaint, which was never served, was dismissed with prejudice by the US Trustee.
 
ITEM 4. MINE SAFETY DISCLOSURES
 
Not applicable.
 
 
4

 
 
PART II
 
ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Our common stock is traded in the over-the-counter market, and quoted in the National Association of Securities Dealers Inter-dealer Quotation System ("Electronic Bulletin Board) and can be accessed on the Internet at www.otcbb.com under the symbol "DOMK.OB".
 
There were 78,529,054 and 29,115,298 shares of our common stock issued and outstanding, as of May 31, 2013 and May 31, 2012 respectively. There were approximately 100 shareholders of record of the Company's common stock.
 
The following table sets forth for the periods indicated the high and low bid quotations for our common stock. These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown or commission and may not represent actual transactions.
 
FISCAL YEAR ENDED MAY 31, 2013

   
High
   
Low
 
                 
First Quarter (June - August, 2012)
  $ 0.23     $ 0.07  
Second Quarter (September - November 2012)
  $ 0.30     $ 0.13  
Third Quarter (December - February 2013)
  $ 0.26     $ 0.04  
Fourth Quarter (March - May 2013)
  $ 0.14     $ 0.04  
 
On May 31, 2013, the closing bid price of our common stock was $0.14
 
DIVIDENDS
 
The Company has never paid dividends on any shares of its common stock, nor does the Company anticipate paying dividends at any time in the foreseeable future. Any profits received by the Company will be reinvested in its business.
 
RECENT SALES OF UNREGISTERED SECURITIES

   
Stock Issued
         
Stock Issued
 
   
for Cash
   
Cash Received
   
for Assets
 
   
 
   
 
       
Year Ended May 31, 2012
    --     $ --       --  
Year Ended May 31, 2013
    --     $ --       --  
 
 
5

 
 
ITEM 6. SELECTED FINANCIAL DATA
 
Not applicable to smaller reporting companies.
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
The following is management's discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the current plans of our management. This report includes forward-looking statements. Generally, the words "believes", "anticipates", "may", "will", "should", "expect", "intend", "estimate", "continue", and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.
 
The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10-K.
 
ITEM 8. RECENT DEVELOPMENTS
 
On February 29, 2012, the Company formed a new wholly owned subsidiary, Solawerks Inc. in the state of Nevada, for the purposes of entering the business of marketing specialized solar consumer electronics. Solawerks' current focus is to develop and distribute the SolaPad: a combined cover and charging system for Apple's iPad, and the SolaCase: a combined cover and charging system for all versions of Apple's iPhone. Solawerks competes in a market that also includes 3D Systems (DDD), Dell (DELL) and Hewlett Packard (HPQ).
 
On February 29, 2012, the Company entered into a Memorandum of Agreement with Xiamen Taiyang Neng Gongsi and Michael Franklin. For and in consideration of the payment of an initial license fee of $10,000, and for the future payment of royalties, Xiamen granted an exclusive worldwide license and joint patent rights to Domark International, Inc. for a solar charging case for IPAD, including IPAD 3. There is no prior business relationship with Xiamen, or any of its officers or directors.
 
On March 5, 2012, Michael Franklin purchased 50,000 shares of the Company's Series A Preferred Stock from R Thomas Kidd. Our Series A Preferred Stock is convertible into Common Stock at the rate of 1,000 shares of Common for each share of Preferred. In addition, our Preferred stock has voting rights equivalent to 1,000 votes per share. Upon the conclusion of the Armada transaction, Franklin became the controlling shareholder of Domark by virtue of his ownership of 50,000 shares of Preferred Stock with voting rights equivalent to 50,000,000 shares of our Common Stock.

On March 5, 2012, the Company's Shareholders appointed Michael Franklin as sole Director, CEO and Corporate Secretary. Mr. Franklin will serve as a director until his successor has been elected at the next annual meeting of the Company's shareholders or until his earlier resignation, removal, or death. Mr. Franklin has not been appointed to any committees of the Board, as the Board does not presently have any committees

On March 5, 2012, the Company entered into an Asset Purchase Agreement with its then controlling shareholder, R. Thomas Kidd, for the sale of Armada, and certain assets related thereto.

On May 26, 2012, the Company hired a new Chairman and President Brent Strasler. He then hired a new Chief Executive Officer Andrew Ritchie on June 12, 2012. The Company then strengthened the executive team by adding Patrick Johnson as VP - business development. In June 2012, the Company entered into a retail sales strategy with North American retail specialist Chic and Savvy. During the 1st quarter of fiscal year 2013, they attended many retail sales exhibitions throughout Canada. On January 8, 2013 Patrick Johnson resigned his position as VP – Business Development.
 
On June 20, 2012, the Company formed a new wholly owned subsidiary, Musclefoot Inc. in the state of Nevada for the purpose of distributing, marketing, and acting as sales agent for the patented foot care system, Barefoot Science. This entity’s corporate status is currently in default under the Nevada Secretary of State.
 
On July 20, 2012, the Company formed a new wholly owned subsidiary, Domark Canada Inc. in the province of Ontario for the purpose of supporting the corporate operations based in Toronto, Ontario, Canada.
 
 
6

 
 
During the twelve month period ended May 31, 2013, Hui Shi You of China, the Company's supplier of old solar chargers, gave notice that our exclusivity had been revoked. The Company commissioned the design of new and improved Apple iPhone and iPad infra-red and solar powered products. These newly designed products encompass the latest technology available and will be available for all iPhones, iPads and Samsung Galaxy 3 PDA's. The Company has successfully tested these new products in the market with great success and customer and retailer feedback. Patents are pending for all new products and full market rollout is scheduled for late Q4 2013.
 
Management and the Company's Corporate Lawyers have undertaken a detailed review of all shares issued by previous management. During this review, counsel has put in a place an administrative hold on these shares.
 
On January 28, 2013, the Company entered into a finder agreement with Meadow Grove, Ltd. (the “Finder”) whereas the Finder has introduced the Company to Zaktek Limited, a privately owned intellectual property business, for the purpose of consummating a purchase of a significant portion of Zaktek by the Company; in exchange, the Company agrees to pay the Finder concurrent with closing of the proposed transaction, 2,900,000 shares in the capital of the Company. As of February 28, 2013, the Company entered into a Memorandum of Understanding to purchase 44% of Zaktek Ltd., a UK based innovative electronic products company, upon signing a definitive purchase agreement. Zaktek’s main product is the phonepad+, an Apple Inc. approved tablet device that incorporates PDA’S including the Apple iPhone and Samsung Galaxy products to improve functionality including video and gaming abilities. On April 23, 2013, the Company received notification that Zaktek was ending discussions in regards to the definitive purchase agreement with DoMark.
 
Management has successfully restructured the Company including dramatically reducing overhead cost and eliminating all long term debt and lawsuits, positioning the Company to properly attack new markets, invest in new products and establish long term growth. As a result of the change in the Company's business model, the disclosures and financial results contained herein should be reviewed as they relate to the Company's historical operations but should be discounted as they relate to the Company's potential future results. The Company has completed a new business plan, business model, with an anticipated large funding raise in late Q3 or Q4 2013.

The Company is focusing on the smartphone and gaming accessories, in the computer electronics industry.
 
Effective May 25, 2012, Michael Franklin, Chairman and CEO the Company, resigned from all positions held with the Company, including resigning from Board service. There was no disagreement between the Registrant and Mr. Franklin at the time of his resignation from the Board of Directors. Mr. Franklin will continue to serve as the President of SolaWerks Inc., a wholly owned subsidiary of the Company.
 
On May 25, 2012, the Company's Shareholders appointed R. Brentwood Strasler as sole ( non executive ) Director.
 
ITEM 8A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable to smaller reporting companies.
 
 
7

 
 
ITEM 9. FINANCIAL STATEMENTS
 
DOMARK INTERNATIONAL, INC.
 
TABLE OF CONTENTS
 
   
Page
 
       
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    9-10  
         
CONSOLIDATED FINANCIAL STATEMENTS:
       
Consolidated Balance Sheets at May 31, 2013 and 2012
    11-12  
Consolidated Statements of Operations for the years ended May 31, 2013 and 2012 and inception (October 29, 2009) - May 31, 2013
    13  
Consolidated Statements of Stockholders' Deficit for the years ended May 31, 2013 and 2012 and October 29, 2009 - May 31, 2013
    14-15  
Consolidated Statements of Cash Flows for the years ended May 31, 2013 and 2012 and October 29, 2009 - May 31, 2012
    16  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    17-28  
 
 
8

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Shareholders of
DoMark, International, Inc.
(A Development Stage Company)
Longwood, FL
 
We have audited the accompanying consolidated balance sheet of DoMark International, Inc. (a Development Stage Company), as of May 31, 2013, and the related consolidated statements of operations, stockholders' deficit and cash flows for the year ended May 31, 2013 and for the development stage period from October 21, 2009 to May 31, 2013. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The financial statements of the Company for the year ended May 31, 2012 were audited by other auditors whose report, dated September 21, 2012 expressed an unqualified opinion on those statements. The consolidated financial statements for the development stage period from October 21, 2009 through May 31, 2012 include a net loss of $5,972,579. Our opinion on the consolidated statements of operations, stockholders' deficit and cash flows for the development stage period from October 21, 2009 through May 31, 2013, insofar as it relates to amounts for prior periods through May 31, 2012, is based solely on the reports of other auditors.
 
We conducted our audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of DoMark International, Inc. as of May 31, 2013, and the results of their operations and their cash flows for the year then ended and for the development stage period from October 21, 2009 to May 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company had minimal revenues from operations and has financial commitments in excess of current capital resources, together which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
ZBS Group, LLP
Melville, NY
September 12, 2013
 
 
9

 
 
[LETTERHEAD OF DE JOYA GRIFFITH, LLC]
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Stockholders
Domark International, Inc.
 
We have audited the accompanying consolidated balance sheets of Domark International, Inc. (A Development Stage Company) (the "Company") as of May 31, 2012 and 2011, and the related consolidated statements of operations, stockholders' deficit, and cash flows for each of the years in the two-year period ended May 31, 2012. Domark International Inc.'s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit, nor were we engaged to perform an audit of the financial statements of Domark International Inc. for the year ended May 31, 2010 and from October 21, 2009 (development stage re-entry date) to May 31, 2010. Accordingly, those statements are unaudited and we express no such opinion, in so far as it relates to the amounts included in the period from October 21, 2009 (development stage re-entry date) through May 31, 2010.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Domark International, Inc. (A Development Stage Company) as of May 31, 2012 and 2011, and the results of its operations, and its cash flows for each of the years in the two-year period ended May 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ De Joya Griffith, LLC
 
Henderson, Nevada
September 21, 2012
 
 
10

 
 
DOMARK INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
CONSOLIDATED BALANCE SHEETS
 
ASSETS
 
   
As of
   
As of
 
   
May 31, 2013
   
May 31, 2012
 
   
(Audited)
   
(Audited)
 
CURRENT ASSETS
           
Cash
  $ 20     $ 52,269  
Prepaid expenses
    -       4,897  
                 
TOTAL CURRENT ASSETS
    20       57,166  
                 
Investment
    5,000       -  
                 
OTHER ASSETS
               
Website development costs
    -       2,250  
Deferred financing
    3,088       24,799  
License
    8,182       9,635  
                 
TOTAL OTHER ASSETS
    11,270       36,684  
                 
TOTAL ASSETS
  $ 16,290     $ 93,850  
 
The accompanying notes are an integral part of these financial statements.
 
 
11

 
 
DOMARK INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
CONSOLIDATED BALANCE SHEETS
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
   
As of
   
As of
 
   
May 31, 2013
   
May 31, 2012
 
   
(Audited)
   
(Audited)
 
CURRENT LIABILITIES
           
Accounts payable and accrued expenses
  $ 209,299     $ 104,530  
Note payable – related party
    29,130       545,645  
Derivative Liability
    237,578       -  
Convertible note payable net of unamortized discount
    43,623       -  
                 
TOTAL CURRENT LIABILITIES
    519,630       650,175  
                 
TOTAL LONG-TERM LIABILITIES
               
Due to affiliate and shareholder
    -       1,000  
                 
TOTAL LONG-TERM LIABILITIES
    519,630       651,175  
 
               
STOCKHOLDERS' DEFICIT
               
Convertible preferred stock series A, $0.001
               
par value, authorized: 2,000,000 issued: 50,000
               
and 100,000, respectively
    50       50  
Common stock, $0.001 par value,
               
authorized: 200,000,000 issued: 52,858,171
               
and 29,005,298, respectively
    52,858       29,005  
Additional paid in capital
    33,012,176       31,499,029  
Preferred Series B Stock
    6,000,000       -  
Accumulated deficit
    (26,850,830 )     (26,850,830 )
Accumulated deficit during development stage
    (12,717,594 )     (5,234,579 )
                 
TOTAL STOCKHOLDERS' DEFICIENCY
    (503,340 )     (557,325 )
                 
TOTAL LIABILITIES AND EQUITY
  $ 16,290     $ 93,850  
 
The accompanying notes are an integral part of these financial statements.
 
 
12

 
 
DOMARK INTERNATIONAL, INC.
(A DEVELOPMENT STATE COMPANY)
 
STATEMENTS OF OPERATIONS
 
   
For the
year ended
   
For the
year ended
   
October 21, 2009
(Development stage) to
 
   
May 31, 2013
   
May 31, 2012
   
May 31, 2013
 
   
(Audited)
   
(Audited)
   
(Unaudited)
 
                         
INCOME
  $ 37,935     $ 32,253     $ 70,188  
COST OF SALES
    31,775       54,763       86,538  
                         
GROSS LOSS
    6,160       (22,510 )     (16,350 )
                         
GENERAL AND ADMINISTRATIVE EXPENSES
    801,479       4,725,732       6,613,024  
STOCK COMPENSATION
    1,338,000       -       1,338,000  
RESEARCH AND DEVELOPMENT
    -       51,681       51,681  
INTEREST EXPENSE
    45,968       -       45,968  
DEPRECIATION & AMORTIZATION
    3,703       -       3,703  
BAD DEBT EXPENSE
    1,456       456       101,912  
FORGIVENESS OF DEBT
    (24,197 )     (4,000 )     (28,197 )
IMPAIRMENT OF GOODWILL
    -       -       10,000  
LOSS ON DERIVATIVE VALUATION
    187,578       -       187,578  
IMPAIRMENT OF ASSET
    4,397,188       456       4,407,598  
                         
OPERATING LOSS
    (6,745,015 )     (4,795,923 )     (12,747,617 )
                         
OTHER INCOME
    -       -       30,023  
                         
NET LOSS
  $ (6,745,015 )   $ (4,795,923 )   $ (12,717,594 )
                         
Net loss per share, basic and diluted
  $ (0.16 )   $ (0.17 )        
                         
Weighted average common shares outstanding
    40,931,734       27,483,383          
 
The accompanying notes are an integral part of these financial statements.
 
 
13

 
 
DOMARK INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENT OF STOCKHOLDERS' DEFICIT
As of May 31, 2013
 
                     
Accumulated
       
               
Additional
   
During the
   
Total
 
   
Preferred Stock
   
Common Stock
   
Paid-in
   
Development
   
Stockholders'
 
   
Amount
   
Shares
   
Shares
   
Amount
   
Capital
   
Stage
   
Deficit
 
                                                         
Balance, May 31, 2010
    100,000     $ 100       36,460,835     $ 36,461     $ 26,448,172     $ (27,164,009 )   $ (679,275 )
Net Income (loss)
    -       -       -       -       -       (125,480 )     (125,480 )
Balance, May 31, 2011
    100,000       100       36,460,835       36,461       26,448,172       (27,289,488 )     (804,755 )
Net Income (loss)
    -       -       -       -       -       (3,428,193 )     (3,428,193 )
Common stock issued for
                                                       
Prepaid expenses on
                                                       
June 20, 2011
    -       -       550,660       551       124,449       -       125,000  
Common stock issued for
                                                       
Prepaid expenses on
                                                       
September 1, 2011
    -       -       79,545       80       124,920       -       125,000  
Common stock issued for
                                                       
Prepaid expenses on
                                                       
December 15, 2011
    -       -       75,758       75       124,925       -       125,000  
Common stock issued for
                                                       
Compensation on
                                                       
January 9, 2012
    -       -       300,000       300       494,700       -       495,000  
Common stock issued for
                                                       
Compensation on
                                                       
March 1, 2012
    -       -       100,000       100       139,900       -       140,000  
Common stock returned to
                                                       
Treasury for sale of assets
                                                       
On March 5, 2012
    -       -       9,771,500       (9,772 )     764,380       -       754,609  
Preferred stock returned to
                                                       
Treasury for sale of assets
                                                       
On March 5, 2012
    (50,000 )     (50 )     -       -       -       -       (50 )
Common stock issued for
                                                       
Compensation on
                                                       
April 1, 2012
    -       -       160,000       160       244,640       -       244,800  
Common stock issued for
                                                       
Compensation on
                                                       
May 9, 2012
    -       -       100,000       100       274,900       -       275,000  
Common stock issued for
                                                       
Compensation on
                                                       
May 24, 2012
    -       -       150,000       150       229,350       -       229,500  
Common stock issued for
                                                       
Compensation on
                                                       
May 29, 2012
    -       -       800,000       800       2,319,200       -       2,320,000  
Vested employee stock comp
    -       -       -       -       155,000       -       155,000  
Net Loss
    -       -       -       -       -       (4,718,987 )     (4,718,987 )
                                                         
Balance, May 31, 2012
    50,000     $ 50       29,005,298     $ 29,005     $ 31,444,534     $ (32,008,473 )   $ (458,350 )
 
The accompanying notes are an integral part of these financial statements.
 
 
14

 
 
DOMARK INTERNATIONAL, INC
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENT OF STOCKHOLDERS' DEFICIT
As of May 31, 2013
 
                           
Additional
   
Accumulated
   
Total
 
   
Preferred Stock
   
Common Stock
   
Paid in
   
During Dev.
   
Stockholders'
 
   
Amount
   
Shares
   
Shares
   
Amount
   
Capital
   
Stage
   
Deficit
 
                                           
Balance Fwd. May 31, 2012
    50       50,000       29,005,298       29,005       31,444,534       (32,008,473 )     (534,884 )
Adjustment
                                    54,495       (76,936 )     (22,441 )
Balance May 31, 2012
    -       -       29,005,298       29,005       31,499,029       (32,085,409 )     (557,325 )
                                                         
Common Stock issued
                                                       
Related Party Loan
                                                       
July 12, 2013
    -       -       425,000       425       8,075       -       8,500  
                                                         
Common Stock issued
                                                       
Related Party Loan
                                                       
December 11, 2012
    -       -       775,000       775       14,725       -       15,500  
                                                         
Common Stock issued
                                                       
Related Party Loan
                                                       
March 31, 2013
    -       -       1,500,000       1,500       28,500       -       30,,000  
                                                         
Common Stock issued
                                                       
Acquisition/Related Party
                                                       
April 12, 2013
    -       -       6,500,000       6,500       28,500       -       35,,000  
                                                         
Common Stock issued
                                                       
Legal Settlement
                                                       
April 23, 2013
    -       -       2,000,000       2,000       188,000       -       190,000  
                                                         
Common Stock issued
                                                       
for compensation
                                                       
April 19, 2013
    -       -       500,000       500       39,500       -       40,000  
                                                         
Common Stock issued
                                                       
for Consulting
                                                       
May 2, 2013
    -       -       2,800,000       2,800       277,200       -       280,000  
                                                         
Common Stock issued
                                                       
for Consulting
                                                       
May 2, 2013
    -       -       360,000       360       35,640       -       36,000  
                                                         
Common Stock Issued
                                                       
Related Part Loan
                                                       
May 3, 2013
    -       -       1,900,000       1,900       36,100       -       38,000  
                                                         
Common Stock Issued
                                                       
for Compensation
                                                       
May 7, 2013
    -       -       9,900,000       9,900       782,100       -       792,,000  
                                                         
Common Stock issued
                                                       
for Loan Conversion
                                                       
May 10, 2013
    -       -       440,000       440       21,560       -       22,000  
                                                         
Common Stock x-celled for
                                                       
non executed asset transfer
                                                       
May 13, 2013
    -       -       (5,747,127 )     (5,747 )     5,747               5,262,000  
                                              -          
Common Stock issued
                                                       
Related Party Loan
                                                       
May 22, 2013
    -       -       2,500,000       2,500       47,500       -       50,000  
                                                         
Net Loss May 31, 2013
    -       -       -       -       -       (6,745,015 )     (6,745,015 )
                                                         
Balance May 31, 2013
  $ 50       50,000       52,858,171     $ 52,858     $ 33,012,176     $ (37,699,584 )     (503,340 )
 
The accompanying notes are an integral part of these financial statements.
 
 
15

 
 
DOMARK INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF CASH FLOWS
For the twelve months ending May 31, 2013 and 2012
 
   
For the
year ended
   
For the
year ended
   
From
October 21, 2009
(Development stage) to
 
   
May 31, 2013
   
May 31, 2012
   
May 31, 2013
 
   
(Audited)
   
(Audited)
   
(Unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net income (loss)
  $ (6,745,015 )   $ (4,795,923 )   $ (12,717,594 )
Adjustments to reconcile net income to net cash
                       
provided by (used in) operating activities:
                       
Depreciation and amortization
    3,703       8,465       14,540  
Amortization of deferred finance costs Impairment of assets
    4,397,188       456       4,397,644  
Forgiveness of debt
    (24,197 )     (4,000 )     (28,197 )
Gain(loss) on derivative valuation
    187,578       -       187,578  
Amortization of debt discount on convertible notes
    45,968       -       45,968  
Common stock issued as compensation and for expenses
    1,338,000       3,859,302       5,962,310  
Currency exchange
    -       72       72  
Bad debt expense
    -       456       456  
Note payable to stock conversion
    288,460       -       288,460  
Stock issuance for investment
    5,000       -       5,000  
Stock cancellation
    5,747       -       5,747  
Changes in Operating Assets and Liabilities:
                       
(Increase)/decrease prepaid exp. and other assets
    (24,069 )     370,103       79,587  
Increase/(decrease) in accounts payable
    104,769       56,294       130,973  
Increase/decrease in convertible notes
    111,906       -       111,906  
Increase/(decrease) in accrued expenses
    -       (199,063 )     (199,063 )
                         
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
    (304,962 )     ( 627,814 )     (2,075,733 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Cash paid for web development
    -       (4,000 )     (7,500 )
Cash paid for license
    -       (10,000 )     (35,000 )
Cash Paid for furniture & equipment
    -       -       (4,000 )
                         
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
    -       (14,000 )     (46,500 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds from convertible notes
    85,500       -       85,500  
Deferred financing costs
    -       50,000       50,000  
Advances from related parties
    193,288       -       962,138  
Payments made on note payable – related parties
    (1,000 )     -       (1,000 )
Increase/(decrease) in shareholder loans
    -       234,495       423,088  
Cash received/(Paid) on notes payable
    193,288       405,000       599,000  
                         
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
    252,713       689,495       2,118,726  
                         
CASH RECONCILIATION
                       
Net increase (decrease) in cash and cash equivalents
    (52,249 )     47,681       3,507  
Net cash flows from discontinued operations
    -       -       -  
Cash and cash equivalents - beginning balance
    52,269       4,587       3,527  
                         
CASH AND CASH EQUIVALENTS BALANCE END OF PERIOD
  $ 20     $ 52,269     $ 20  
 
The accompanying notes are an integral part of these financial statements.
 
 
16

 
 
DOMARK INTERNATIONAL, INC.
 (A DEVELOPMENT STAGE COMPANY)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
FOR THE YEAR ENDED MAY 31, 2013 AND 2012
 
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. In 2008, the Company embarked on a business plan that was intended to acquire profitable businesses that would create shareholder value in diverse industries. During 2008 and 2009, the Company acquired several operating businesses, as set forth in various Current Reports on Form 8-K filed with the Securities and Exchange Commission. On May 21, 2009, the Company closed an acquisition pursuant to an Agreement for the Exchange of Common Stock (the "Victory Lane Agreement") with Victory Lane Financial Elite, LLC ("Victory Lane") with respect to a real estate lifestyle business known as "Victory Lane" (the "Victory Lane Business"). Shortly thereafter a dispute arose between the Company and the principals of Victory Lane regarding the representations of the principals of Victory Lane and the Victory Lane Business and the Victory Lane Agreement. Litigation between the Company and various parties pertaining to the Victory Lane Business remains outstanding. (Refer to Note 10 - Commitments and Contingencies below.
 
On March 5, 2012, the Company entered into an Asset Purchase Agreement with its then controlling shareholder, R. Thomas Kidd, for the sale of Armada, and certain assets related thereto. The Company relied upon ASC 860-20-25, and ASC 860-20-40 to record the sale. Fair value of the transaction is measured at fair value of the assets less any liabilities sold.
 
On February 29, 2012, the Company formed a new wholly owned subsidiary, SolaWerks,Inc. in the state of Nevada, for the purposes of entering the business of marketing specialized solar consumer electronics. SolaWerks' current focus is to develop and distribute the SolaPad: a combined cover and charging system for Apple's iPad, and the SolaCase: a combined cover and charging system for all versions of Apple's iPhone. SolaWerks competes in a market that also includes 3D Systems (DDD), Dell (DELL) and Hewlett Packard (HPQ).
 
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 of $5,614,175 and $4,718,987 for the years ended May 31, 2013 and 2012, respectively. Furthermore, the Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders.
 
These factors raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. In this regard, management is planning to raise any necessary additional funds through loans and additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital.
 
NOTE 3 - BASIS OF PRESENTATION
 
The audited financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles ("GAAP") for financial information and the rules and regulations of the Securities and Exchange Commission ("SEC"). In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included.
 
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
RECENT ACCOUNTNG PRONOUNCEMENTS
 
The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. It does not expect the adoption of these pronouncements to have a material impact on its financial position, results of operations or cash flows.
 
DEVELOPMENT STAGE COMPANY
 
The Company is a development stage company as defined in ASC Standard 915-10-05 and has recognized no revenue and devotes substantially all of its efforts on establishing its sports business. Its planned principal operations in developing its sports business have commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.
 
 
17

 
 
PRINCIPLES OF CONSOLIDATION
 
The accompanying financial statements represent the consolidated financial position and results of operations of the Company and include the accounts and results of operations of the Company and its subsidiaries. The accompanying financial statements include the active entity of DoMark International, Inc. and its wholly owned subsidiaries, Domark Canada, Inc., Solawerks, Inc., and Musclefoot, Inc. The Company has relied upon the guidance provided by Statements of Financial Accounting Standards, ASC 810-10-15-3.
 
USE OF ESTIMATES
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.
 
The primary management estimates included in these 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.
 
CASH AND CASH EQUIVALENTS
 
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At May 31, 2013 and 2012, cash and cash equivalents included cash on hand and cash in the bank.
 
NET LOSS PER COMMON SHARE
 
Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of May 31, 2013.
 
INVESTMENT
 
The Company has invested in an insole company, where it is involved in the marketing and management. The Investment is stated at cost value for common shares issued for the venture.
 
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
 
LICENSE
 
The Company has acquired a licensing right, by its wholly owned subsidiary Solawerks, to distribute and sell phone chargers. The license is amortized over a 7 (seven) year life using the straight line method.
 
 
18

 
 
GOODWILL AND INDEFINITE-LIVED INTANGIBLE ASSETS
 
The Company accounts for Goodwill and other intangible assets as defined by ASC Standard 350, GOODWILL AND OTHER INTANGIBLEASSETS. 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 ASC Standard 350-20-35. A reduction of the value of goodwill is expensed as an impairment loss.
 
OTHER INTANGIBLE ASSETS
 
Other intangible assets are carried at cost less accumulated amortization. Amortization is recorded over the estimated useful lives of the assets, generally 12 to 24 months.
 
IMPAIRMENT OF LONG-LIVED ASSETS
 
In accordance with ASC Standard 360-10-40, long-lived assets, such as property, plant, and equipment, and purchased intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
 
STOCK-BASED COMPENSATION
 
The Company accounts for share based payments in accordance with ASC 718, Compensation - Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. In accordance with ASC 718-10-30-9, Measurement Objective - Fair Value at Grant Date, the Company estimates the fair value of the award using a valuation technique. For this purpose, the Company uses the Black-Scholes option pricing model. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. Compensation cost is recognized over the requisite service period which is generally equal to the vesting period. Upon exercise, shares issued will be newly issued shares from authorized common stock.
 
ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505.
 
RESEARCH AND DEVELOPMENT
 
All research and development expenditures are expensed as incurred.
 
REVENUE RECOGNITION
 
The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Revenue from licensing our technology is recognized over the term of the license agreement. Costs and expenses are recognized during the period in which they are incurred. Revenues earned for the period included sales of our solar charging units. The Company recognizes these sales once delivery is confirmed to the customer.
 
COST OF REVENUE
 
Amounts recorded as cost of revenue relate to direct expenses incurred in order to fulfill orders of our products. Such costs are recorded as incurred. Our cost of revenue consists primarily of the cost of product; payment processing fees; and the cost of product samples.
 
 
19

 
 
NOTE 5 - RELATED PARTY TRANSACTIONS
 
The Company was indebted to R. Thomas Kidd, the Company's previous Chief Executive Officer and sole Director, and his wife, in the amount of $929,736, which was not interest bearing and was due on demand. Pursuant to an Asset Purchase Agreement executed on March 5, 2012, this debt was extinguished as part of the consideration paid for the sale of certain assets of the Company's wholly owned subsidiary, Armada/The Golf Championships.
 
On February 29, 2012 the Company executed a Memorandum of Agreement with Xiamen Tiauyang Neng Gongsi and Michael Franklin related to the acquisition of certain exclusive worldwide licensing and joint patent rights. Xiamen has granted an exclusive worldwide license and joint patent rights to the Company for a solar charging case for IPAD, including IPAD 3. The Company will amortize the license fee of $10,000 over a period ending December 31, 2018.
 
On May 25, 2012, the Company entered into an employment agreement with its newly appointed President, R. Brentwood Strasler, for a period of no less than three years. Mr. Strasler is entitled to an annual salary of $150,000 and 100,000 stock purchase warrants exercisable to purchase common shares of the Company at $1.00 per share. The warrants are exercisable for a three year period and can be vested quarterly on a pro rata basis over twelve months from the date of issue. Additionally, Mr. Strasler will be enrolled in a long term Executive Option Plan no later than three months after the effective date of the employment agreement and is entitled to term life insurance in the face amount of $2,500,000, payable to the beneficiary designated by Mr. Strasler.
 
The Company is indebted to Michael Franklin, President of our wholly owned subsidiary Solawerks, Inc., in the amount of $1,000 for monies advanced to the Company. This loan is non-interest bearing and payable upon demand.
 
NOTE 6 – COMMITMENTS
 
On May 25, 2012, the Company entered into an employment agreement with its newly appointed President, R. Brentwood Strasler, for a period of no less than three years. Mr. Strasler is entitled to an annual salary of $150,000 and 100,000 stock purchase warrants exercisable to purchase common shares of the Company at $1.00 per share. The warrants are exercisable for a three year period and can be vested quarterly on a pro rata basis over twelve months from the date of issue. Additionally, Mr. Strasler will be enrolled in a long term Executive Option Plan no later than three months after the effective date of the employment agreement and is entitled to term life insurance in the face amount of $2,500,000, payable to the beneficiary designated by Mr. Strasler.
 
On May 29, 2012, the Company entered into a Consulting Agreement with Ian Nuttall, expiring on June 1, 2013. As consideration for consultation and advisory services, the Company agreed to issue 1,225,000 shares of common stock and 775,000 shares of the Company's restricted common stock. The shares were valued at market value as of the date of the Agreement, resulting in the Company recording an expense in the amount of $2,320,000.
 
NOTE 7 - LIABILITIES & NOTES PAYABLE
 
ASHER CONVERTIBLE DEBENTURE $53,000
 
On January 30, 2013, the Company entered into an agreement with Asher Enterprises, a Delaware corporation, an accredited investor, whereby Asher Enterprises loaned the Company the aggregate principal amount of $53,000, less $3,000 for legal related costs, together with interest at the rate of eight percent (8%) per annum, until the maturity date of November 1, 2013. The original issue discount note, as described in ASC 480-55, may not be prepaid in whole or in part.
 
If the Note is not paid in full with interest on the maturity date, Asher has the right to convert this Note into restricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes at any time or times on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall equal to 55% multiplied by the average of the two lowest closing prices during the fifteen (15) trading days prior to conversion notice.
 
The conversion feature within this note has been determined to be an embedded derivative liability requiring bifurcation and was valued using Black Scholes at $67,256. The Company also recognized a loss on Derivative Valuation of $143,689 for the year ended May 31, 2013.
 
 
20

 
 
ASHER CONVERTIBLE DEBENTURE $32,500
 
On April 15, 2013, the Company entered into an agreement with Asher Enterprises, a Delaware corporation, an accredited investor, whereby Asher Enterprises loaned the Company the aggregate principal amount of $32,500, less $3,000 for legal related costs, together with interest at the rate of eight percent (8%) per annum, until the maturity date of January 17, 2014. The original issue discount note, as described in ASC 480-55, may not be prepaid in whole or in part.
 
If the Note is not paid in full with interest on the maturity date, Asher has the right to convert this Note into restricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes at any time or times on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall equal to 55% multiplied by the average of the two lowest closing prices during the fifteen (15) trading days prior to conversion notice.
 
The conversion feature within this note has been determined to be an embedded derivative liability requiring bifurcation and was valued using Black Scholes at $67,256. The Company also recognized a loss on Derivative Valuation of $93,889 for the year ended May 31, 2013

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 creates tax benefits in the amount of $411,585 from inception through May 31, 2013.
 
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, 2012 are as follows:
 
Deferred tax assets:
     
Federal
  $ 4,801,271  
State
    0  
         
Total Deferred Tax Asset
    4,801,271  
Less valuation allowance
    (4,801,271 )
         
    $ 0  
 
The Company has provided a 100% valuation allowance on the deferred tax assets at May 31, 2013 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 – CONTINGENCIES
 
NOTE 10 - STOCKHOLDER'S DEFICIT
 
   
Stock Issued
         
Stock Issued
 
   
for Cash
   
Cash Received
   
for Assets
 
   
 
   
 
   
 
 
Twelve months ended May 31, 2012
    -       -       -  
 
 
21

 
 
On January 9, 2012, the Company issued 100,000 shares to each of its directors, Mary Beck, Paul Mangiamele, and Robert Greenway. The shares were valued at $165,000 or $1.65 per share.
 
On March 5, 2012, 9,771,500 shares of the Company's common stock were returned to treasury as consideration for the purchase of the assets of The Golf Championships.
 
On March 5, 2012, 50,000 shares of the Company's preferred series A shares were returned to treasury as consideration for the purchase of the assets of The Golf Championships.
 
On April 1, 2012, the Company entered into consulting agreements with seven consultants. In consideration for services, the Company issued 160,000 shares of unrestricted common stock pursuant to the S-8 registration statement filed with the commission on May 1, 2012. The aggregate value of the stock issued was $244,800 or $1.53 per share.
 
On May 9, 2012, the Company entered into a consulting agreement. In consideration for services, the Company issued 100,000 shares of unrestricted common stock pursuant to the S-8 registration statement filed with the commission on May 1, 2012. The aggregate value of the stock issued was $275,000 or $2.75 per share.
 
On May 24, 2012, the Company entered into a consulting agreement. In consideration for services, the Company issued 150,000 shares of unrestricted common stock pursuant to the S-8 registration statement filed with the commission on May 1, 2012. The aggregate value of the stock issued was $229,500 or $1.53 per share.
 
On May 24, 2012, the Company entered into a consulting agreement. In consideration for services, the Company issued 800,000 shares of unrestricted common stock pursuant to the S-8 registration statement filed with the commission on May 1, 2012. The aggregate value of the stock issued was $2,320,000 or $2.90 per share.
 
MASTER CREDIT AGREEMENTS
 
On March 2, 2012, the Company entered into a Master Credit Agreement with Infinite Funding, Inc. which provides for a non-revolving line of credit. The Company may request advances under the lending facility by issuing borrowing certificates to the Lender. Each borrowing certificate, together with simple interest accrued at 8% per year, becomes payable one year after the date of the advance received. Infinite Funding has amended the Master Credit Agreement, increasing the amount of the Lending Facility from $150,000 to $200,000. As of February 28, 2013, the Company received $190,000 in advances and the Company has accrued $1,375 in interest. This debt has been forgiven by Infinite Funding as of March 5, 2013 (see Note 10).
 
NOTE 11 - DEBT FORGIVENESS
 
On February 29, 2012, the Company executed a Memorandum of Agreement with Xiamen Tiauyang Neng Gongsi and Michael Franklin related to the acquisition of certain exclusive worldwide licensing and joint patent rights. All old inventories total of $13,611 were returned to the manufacturer during the year ended May 31, 2013 which reduced all outstanding payables owing to XSE of $37,808. As of May 31, 2013, the Company recorded debt forgiveness in the amount $24,197 for returned inventory to Xiamen Tiauyang Neng Gongsi as payment for all outstanding debt.
 
On March 5, 2013 the Company received confirmation that Infinite Funding Inc. has forgiving all debt held with Domark in the amounts of $355,645 and $190,000 plus accrued interest of $14,295. This debt has therefore been forgiven and fully written off by Infinite Funding Inc with no consideration given. The Company has treated this as a capital contribution which increased additional paid in capital.
 
NOTE 12 - OTHER INCOME AND EXPENSE
 
At May 31, 2012, the Company has taken an accrued vendor balance no longer owed and written $4,000 down to the income statement as Gain on Settlement.
 
 
22

 
 
NOTE 13 - SUBSEQUENT EVENTS
 
The Company has entered into a Memorandum of Understanding to purchase 20% of Zaktek Ltd., a UK based innovative electronic products company. Zaktek’s main product is the phonepad+, an Apple Inc. approved tablet device that incorporates PDA’S including the Apple iPhone and Samsung Galaxy products to improve functionality including video and gaming abilities.
 
Effective June 15, 2012, the Company's Shareholders appointed Andrew Ritchie, as CEO of the Company. Mr. Ritchie has not been appointed to any committees of the Board, as the Board does not presently have any committees.
 
On June 20, 2012, the Company formed a new wholly owned subsidiary, MuscleFoot Inc. in the state of Nevada for the purpose of distributing, marketing, and acting as sales agent for the patented foot care system, Barefoot Science
 
On June 25, 2012, the Company appointed Patrick Johnson as Vice President of corporate development.
 
On June 26, 2012, the Company entered into an employment agreement with Patrick Johnson.
 
On June 26, 2012, the Company entered into an agreement with RBL Communications to manage a complete social media program for the Company's wholly owned subsidiary, MuscleFoot, Inc.
 
On July 16, 2012, the Company appointed Sean Pena to the advisory committee of its wholly owned subsidiary, MuscleFoot, Inc.
 
On July 19, 2012, the Company, through its wholly owned subsidiary MuscleFoot, Inc., entered into an endorsement contract with Nick Symmonds.
 
On July 25, 2012, the Company, through its wholly owned subsidiary MuscleFoot, Inc., entered into an endorsement contract with Will Claye

On March 21, 2013 a portion of debt owing to Ian Nuttall totaling $30,000 was converted to 1,500,000 shares of common stock.
 
On April 12, 2013 the Company completed the acquisition of 15% of Barefoot-Science with the conversion of 2,500,000 series B into 5,000,000 shares of common stock.
 
On April 12, 2013 a portion of debt owing to Ian Nuttall totaling $30,000 was converted to 1,500,000 shares of common stock.
 
On April 23, 2013 the Company concluded its settlement with the previous principle to DoMark, Thomas Kidd, and delivered to him 2,000,000 shares of common stock as a full and final settlement of all outstanding legal issues.
 
In June 2013 the Company entered into an agreement to purchase 29% of Imagic for stock and cash. Imagic is a UK company that has patented, or patent pending, smartphone products. Domark is actively involved with the management and marketing direction of the company.
 
Domark has increased its holding in Imagic to 34% in September 2013.

On August 1, 2013 the Company entered into an office lease in Toronto, Ontario for a five year period. The future lease commitments on this lease are as follows;
 
F/Y ending 5-31-2014
  $ 19,082  
F/Y ending 5-31-2015
  $ 22,899  
F/Y ending 5-31-2016
  $ 25,143  
F/Y ending 5-31-2017
  $ 25,593  
F/Y ending 5-31-2018
  $ 25,593  
         
    $ 118,310  
 
 
23

 
 
ITEM 10. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
The Company has changed its accountants, via an 8k filed August 30, 2013 from HJ & Associates and has engaged ZBS Group, LLP.
 
ITEM 11. 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, 2012. 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 not effective as of May 31, 2012.
 
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 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, 2012.
 
There were no changes in our internal control over financial reporting that occurred during the fiscal year ended May 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
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.
 
ITEM 12. OTHER INFORMATION
 
None
 
 
24

 
 
PART III
 
ITEM 13. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
DIRECTORS AND EXECUTIVE OFFICERS
 
Effective March 5, 2012, R. Thomas Kidd, Chairman and CEO the Company, resigned from all positions held with the Company, including resigning from Board service. There was no disagreement between the Registrant and Mr. Kidd at the time of Mr. Kidd's resignation from the Board of Directors.
 
On March 5, 2012, the Company's Shareholders appointed Michael Franklin as sole Director, CEO and Corporate Secretary. Mr. Franklin will serve as a director until his successor has been elected at the next annual meeting of the Company's shareholders or until his earlier resignation, removal, or death.
 
Effective May 25, 2012, Michael Franklin, Chairman and CEO the Company, resigned from all positions held with the Company, including resigning from Board service. There was no disagreement between the Registrant and Mr. Franklin at the time of his resignation from the Board of Directors.
 
On May 25, 2012, the Company's Shareholders appointed R. Brentwood Strasler as sole ( non-executive ) Director.. Mr. Strasler will serve as a Director until his successor has been elected at the next annual meeting of the Company's shareholders or until his earlier resignation, removal, or death.
 
R. Brentwood Strasler, has more than twenty years experience in both private industry and the public capital markets and has a broad range of skills and expertise in corporate governance, corporate finance, and other matters faced by emerging companies.
 
Mr. Strasler holds an Economics Degree from the University of Western Ontario and an MBA in International Finance from the University of Notre Dame.
 
None of our officers or directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities law within the past ten (10) years.
 
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
Section 16(a) of the Exchange Act and rules and regulations of the SEC thereunder require our directors, officers and persons who beneficially own more than 10% of our common stock, as well as certain affiliates of such persons, to file initial reports of their ownership of our common stock and subsequent reports of changes in such ownership with the SEC. Our sole director and sole officer and persons owning more than 10% of our common stock are required by SEC rules and regulations to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of the Forms 3, 4 and 5 that were furnished to the Company, the Company is not aware of any filings on Forms 3, 4 or Form 5 required by Section 16(a) of the Exchange Act that have not been timely filed and the Company has instituted procedures to ensure compliance in the future.
 
 
25

 
 
The Company has determined that the following Section 16(a) filings were not made with the SEC:
 
*
R. Brentwood Strasler, our President, did not file a Form 3 within the prescribed time period after his appointment as President. Mr. Strasler was unaware of this requirement. Mr. Strasler has subsequently filed a Form 3 to comply with the SEC.
*
Andrew Ritchie, our CEO, did not file a Form 3 within the prescribed time period after his appointment as CEO.
 
CORPORATE GOVERNANCE
 
The Company has adopted a Financial Code of Ethics, an Audit Committee Charter, a Compensation Committee Charter, and a Policy on Suspected Misconduct, Dishonesty and Fraud.
 
LACK OF INDEPENDENT BOARD OF DIRECTORS AND AUDIT COMMITTEE
 
The directors of the Company are not independent from the Company. Further, 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 considered or consummated by the Company, management has concluded that the risks associated with the lack of an independent audit committee are not justified. Management will periodically re-evaluate 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.
 
COMMITTEES
 
The Company has an audit and a compensation committee, each of which is comprised of the Company's directors.
 
The Company's audit committee has determined that its members are not "audit committee financial experts" within the meaning of federal securities regulations.
 
ITEM 14. EXECUTIVE COMPENSATION
 
For the period from June 1, 2011 to March 5, 2012, the Company accrued $50,000 as compensation to R. Thomas Kidd for his role as an officer and director. The accrued liability was sold to Mr. Kidd as a result of the Asset Purchase Agreement entered into on March 5, 2012 and therefore there are no salaries due to Mr. Kidd at May 31, 2012.
 
For the period from March 5, 2012 to May 25, 2012, Michael Franklin received $5,000 as compensation for his role as an officer and director. Mr. Frankin did not have a formal Employment Agreement with the Company.
 
On May 25, 2012, the Company entered into an Employment Agreement with its newly appointed President, R. Brentwood Strasler, for a period of no less than three years. Mr. Strasler is entitled to an annual salary of $150,000 and 100,000 stock purchase warrants exercisable to purchase common shares of the Company at $1.00 per share. The warrants are exercisable for a three year period and can be vested quarterly on a pro rata basis over twelve months from the date of issue. Additionally, Mr. Strasler will be enrolled in a long term Executive Option Plan no later than three months after the effective date of the employment agreement and is entitled to term life insurance in the face amount of $2,500,000, payable to the beneficiary designated by Mr. Strasler. As of May 31, 2012, the Company did not accrue any salaries under the Employment Agreement.
 
 
26

 
 
SUMMARY COMPENSATION TABLE
 
Name and Principal Position   Year   Salary($)     Bonus    
Stock
Awards ($)
   
Option
Awards
    All Other Compensation($)     Total($)  
                                         
R. Thomas Kidd,
                                       
Chairman and CEO(1)   2012     100,000       -       -       -       -       100,000  
                                                     
William Seery
                                                   
Chief Financial Officer (2)
  2012     -       -       140,000       -       -       140,000  
                                                     
Michael Franklin
                                                   
Chairman, CEO, CFO(3)   2012     5,000       -       -       -       -       5,000  
                                                     
Andrew Ritchie(5)   2011     -       -       -       -       -       -  
                                                     
Andrew Ritchie(5)   2012     177,000       -       20,000       -       -       197,000  
                                                     
R. Brentwood Strasler(4)   2011     -       -       -       -       -       -  
                                                     
R. Brentwood Strasler(4)   2012     100,000       -       20,000       -       -       170,000  
 
(1) R. Thomas Kidd was Chairman of the Board and CEO of the Company until March 5, 2012.
 
(2) Mr. Seery was Chief Financial Officer until March 5, 2012.
 
(3) Mr. Franklin was Chairman of the Board, Chief Executive Officer, and Chief Financial Officer of the Company from March 5, 2012 until May 25, 2012. Mr. Franklin no longer serves as a member of the Board.
 
(4) Mr. Strasler was appointed President, Director, and Corporate Secretary of the Company on May 25, 2012.
 
(5) Mr. Ritchie was appointed Chief Executive Officer and Director of the Company on June 15, 2012.
 
 
27

 
 
ITEM 15. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The following table sets forth certain information regarding beneficial ownership of the Company's common stock as of May 31, 2013 by (i) each person who is known by the Company to own beneficially more than 5% of the any class of the Company's voting securities, (ii) each director of the Company, (iii) each of the Chief Executive Officers and the two (2) most highly compensated executive officers who earned in excess of $100,000 for all services in all capacities (collectively, the "Named Executive Officers") and (iv) all directors and executive officers of the Company as a group.
 
The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose and is based on 59,615,298 shares outstanding as of May 31, 2013. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted.
 
    Amount and nature of beneficial ownership  
Name and Address   Common Stock     Preferred Stock     Percentage  
                         
CRISTY, LLC, (1)     -0-       50,000       63.29% (2)
 
(1) The address for Cristy Management Limited is Akara Bldg, 24 De Castro Street, Wickhams Cay 1, Tortola, British Virgin Islands.
 
(2) Percentage beneficial ownership as if preferred stock has been converted into shares of common stock at a ratio of 1,000 shares of common stock for every 1 share of preferred stock.
 
CHANGES IN CONTROL
 
On March 5, 2012, Michael Franklin purchased 50,000 shares of the Company's Series A Preferred Stock from R Thomas Kidd. Our Series A Preferred Stock is convertible into Common Stock at the rate of 1,000 shares of Common for each share of Preferred. In addition, our Preferred stock has voting rights equivalent to 1,000 votes per share. As a result, Mr. Franklin has become the controlling shareholder of Domark by virtue of his ownership of 50,000 shares of Preferred Stock with voting rights equivalent to 50,000,000 shares of our Common Stock.
 
On May 25, 2012, Michael Franklin sold 50,000 preferred shares of the Company, in a private transaction, to Cristy Management Limited. As a result, Cristy Management Limited has become the controlling shareholder of Domark by virtue of his ownership of 50,000 shares of Preferred Stock with voting rights equivalent to 50,000,000 shares of our Common Stock.
 
There are currently no arrangements with any party which may subsequently result in a change in control of the Company.
 
 
28

 
 
ITEM 16. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
On February 29, 2012, the Company entered into a Memorandum of Agreement with Xiamen Taiyang Neng Gongsi and Michael Franklin.
 
On March 5, 2012, the Company's prior Chief Executive Officer returned to treasury 9,771,500 shares of common stock and 50,000 shares of preferred stock in connection with an Asset Purchase Agreement dated March 5, 2012.
 
On March 5, 2012, Michael Franklin purchased 50,000 shares of the Company's Series A Preferred Stock from R Thomas Kidd. Our Series A Preferred Stock is convertible into Common Stock at the rate of 1,000 shares of Common for each share of Preferred. In addition, our Preferred stock has voting rights equivalent to 1,000 votes per share. Upon the conclusion of the Armada transaction, Franklin became the controlling shareholder of Domark by virtue of his ownership of 50,000 shares of Preferred Stock with voting rights equivalent to 50,000,000 shares of our Common Stock.
 
From time to time, the Company's officers have provided loans to the Company. At May 31, 2012, the Company is indebted to Michael Franklin, President of the Company's wholly owned subsidiary Solawerks, Inc., in the amount of $1,000, which amount does not bear interest but is due on demand. This amount reflects advances made to the Company by Mr. Franklin.
 
The sole director of the Company is not independent from the Company.
 
ITEM 17. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
AUDIT FEES
 
The aggregate fees billed by ZBS Group, LLP., for professional services rendered for the audit of the Company's annual financial statements for fiscal year ending May 31, 2013 was $10,000, and by Dejoya Griffith & Company, LLC for 2012 was $7,500.
 
AUDIT-RELATED FEES
 
The aggregate fees billed by DeJoya Griffith & Company, LLC for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements for the fiscal years ended May 31, 2012 and 2011, and that are not disclosed in the paragraph captioned "Audit Fees" above, were $7,500 and $0, respectively. The aggregate fees billed by DeJoya Griffith & Company, LLC for assurance and related services that are reasonably related to the performance of the audit or review of the Company's annual financial statements for fiscal year ending May 31, 2012 was $0.
 
TAX FEES
 
The aggregate fees billed by ECFO Corporation for professional services rendered for accounting, tax compliance, tax advice and tax planning for the fiscal year ended May 31, 2013 and 2012 were $0 and $25,600, respectively.
 
ALL OTHER FEES
 
The Company has incurred no other fees for audit, audit-related, or tax services.
 
 
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PART IV
 
ITEM 18. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
FINANCIAL STATEMENTS
 
The information required in Note 15 relating to the Company's financial statements are contained in Item 8 of this Annual Report and incorporated herein by reference.
 
 
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EXHIBITS
 
Exhibit No.    Description of Exhibit    Footnote
         
3.1 (a)   Articles of Incorporation.    1
      (b)   Amendment to Articles of Incorporation.    2
      (c)   Amendment to Articles of Incorporation.    3
         
3.2   Bylaws.     4
         
10.1   Agreement for the Exchange of Common Stock between the Company and Silk for Less, Inc., dated as of June 3, 2011.   5
         
10.2   Media Campaign Agreement between the Company and TVA Media Group, Inc., dated as of June 20, 2011.   6
         
10.3   Escrow Agreement between the Company and Armada Sports & Entertainment, Inc., dated as of June 30, 2011.   7
         
10.4   Asset Purchase Agreement between the Company and USPT, LLC, dated as of August 21, 2011.   8
         
10.6   Memorandum of Agreement between Domark International, Inc. and Xiamen Taiyang Neng Gongsi dated February 29, 2012.   9
         
10.7   Master Credit Agreement between Domark International, Inc. and Infinite Funding, Inc. dated March 2, 2012.   17
         
10.8   Asset Purchase Agreement between Domark International Inc. and R. Thomas Kidd dated March 5, 2012.   18
         
10.9   Employment Agreement between Domark International Inc. and R. Brentwood Strasler dated May 25, 2012.   19
         
10.10   Employment Agreement between Domark International Inc. and Andrew Ritchie dated June 15, 2012.   20
         
14   Financial Code of Ethics   21
         
21   Subsidiaries    22
 
31.1   Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act.*   23
         
31.2   Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act.*   24
         
32.1   Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes Oxley Act.*   25
         
32.2   Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes Oxley Act.*   26
         
99.1   Audit Committee Charter    27
         
99.2   Compensation Committee Charter   28
         
101   Interactive data files pursuant to Rule 405 of Regulation S-T.    22
 
 
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Footnotes
 
1. Filed as Exhibit 3.1 to the Company's Form SB-2 filed on August 6, 2006 and incorporated herein by reference.
 
2. Set out in the Company's Form 8-K filed on June 30, 2008 and incorporated herein by reference.
 
3. Filed as Exhibit 3.1 in the Company's Form 8-K filed on January 8, 2009 and incorporated herein by reference.
 
4. Filed as Exhibit 3.2 to the Company's Form SB-2 filed on August 6, 2006 and incorporated herein by reference.
 
5. Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 6, 2011 and incorporated herein by reference.
 
6. Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 13, 2011 and incorporated herein by reference.
 
7. Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 1, 2011 and incorporated herein by reference.
 
8. Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 22, 2011 and incorporated herein by reference.
 
15. Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 29, 2012.
 
17. Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 5, 2012.
 
18. Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 9, 2012.
 
19. Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 25, 2012.
 
20. Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 26, 2012.
 
21. Filed as Exhibit 14.1 to the Company's Annual Report on Form 10-K for the year ending May 31, 2009 and incorporated herein by reference.
 
22. Filed herewith
 
23. Filed herewith
 
24. Filed herewith
 
25. Filed herewith
 
26. Filed herewith
 
27. Filed as Exhibit 99.1 to the Company's Annual Report on Form 10-K for the year ending May 31, 2009 and incorporated herein by reference.
 
28. Filed as Exhibit 99.2. to the Company's Annual Report on Form 10-K for the year ending May 31, 2009 and incorporated herein by reference.
 
29. To be filed by Amendment.
 
 
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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.
 
 
Registrant
 
DoMark International, Inc.
 
       
Date: September 13, 2013 By: /s/ Andrew Ritchie  
    Andrew Ritchie  
    Chief Executive Officer  
       
Date: September 13, 2013 By: /s/ Andrew Ritchie  
    Andrew Ritchie  
    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 10th day of September.
 
Date: September 13, 2013 By: /s/ Andrew Ritchie  
    Andrew Ritchie  
    Chief Executive Officer  
       
Date: September 13, 2013 By: /s/ Andrew Ritchie  
    Andrew Ritchie  
    Principal Financial Officer  
 
 
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