-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L943gXpzhIwpkJ1N37Zh7DZnYyXIAWmRHyMRZwfBfHESlQWJQ+U350rl3iEzX5xw +a4FwI2+vwTm9V++7QNv+Q== 0001165527-09-000040.txt : 20090120 0001165527-09-000040.hdr.sgml : 20090119 20090120104640 ACCESSION NUMBER: 0001165527-09-000040 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20081130 FILED AS OF DATE: 20090120 DATE AS OF CHANGE: 20090120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Domark International Inc. CENTRAL INDEX KEY: 0001365160 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS REPAIR SERVICES [7600] IRS NUMBER: 204647578 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-136247 FILM NUMBER: 09533273 BUSINESS ADDRESS: STREET 1: 1809 E. BROADWAY #125 CITY: OVIEDO STATE: FL ZIP: 32765 BUSINESS PHONE: 757-572-9241 MAIL ADDRESS: STREET 1: 1809 E. BROADWAY #125 CITY: OVIEDO STATE: FL ZIP: 32765 FORMER COMPANY: FORMER CONFORMED NAME: DoMar Exotic Furnishings Inc. DATE OF NAME CHANGE: 20060605 10-Q 1 g2873.txt QTRLY REPORT FOR THE QTR ENDED 11-30-08 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2008 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT For the transition period from N/A to N/A Commission File No. 333-136247 DoMark International, Inc. (Name of small business issuer as specified in its charter) Nevada 20-4647578 (State of Incorporation) (IRS Employer Identification No.) 1809 East Broadway #125, Oviedo, Florida 32765 (Address of principal executive offices) (757) 572-9241 (Issuer's telephone number) Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value per share (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: Yes [X] No [ ] Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-Accelerated filer [ ] Small Business Issuer |X| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at November 30, 2008 ----- -------------------------------- Common stock, $0.001 par value 20,120,000 DOMARK INTERNATIONAL, INC. INDEX TO FORM 10-QSB FILING FOR THE SIX MONTHS ENDED NOVEMBER 30, 2008 TABLE OF CONTENTS Page Numbers ------------ PART I FINANCIAL INFORMATION PART I - FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (unaudited) 3 Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Income 5 Statement of Stockholders' Equity 7 Condensed Consolidated Statement of Cash Flows 8 Notes to Condensed Consolidated Financial Statements 9 Item 2. Management Discussion & Analysis of Financial Condition and Results of Operations 14 Item 3 Quantitative and Qualitative Disclosures About Market Risk 18 Item 4. Controls and Procedures PART II - OTHER INFORMATION 18 Item 1. Legal Proceedings 19 Item 1A. Risk Factors 19 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23 Item 3. Defaults Upon Senior Securities 23 Item 4. Submission of Matters to a Vote of Security Holders 23 Item 5 Other information 23 Item 6. Exhibits 23 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS DOMARK INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEET As of November 30, 2008 and May 31, 2008 ASSETS 11/30/2008 5/31/2008 ---------- --------- CURRENT ASSETS Cash $ 63,391 44,248 Accounts Receivable 1,225,978 1,576,852 Loans and Notes Receivable 416,109 273 Due From Affiliate 23,500 717,076 Prepaid Expenses 24,148 125,043 Inventory 803,615 705,002 ----------- ----------- Total Current Assets 2,556,741 3,168,494 ----------- ----------- FIXED ASSETS Property & Equipment, Net 47,501 35,408 ----------- ----------- Total Fixed Assets 47,501 35,408 ----------- ----------- OTHER ASSETS Investment in Unconsilidated Subsidiary 6,561 3,910,311 Deposits 4,333 7,333 Intangible assets - media credits 10,000,000 10,000,000 Goodwill 2,623,706 -- Total Other Assets 12,634,600 13,917,644 ----------- ----------- TOTAL ASSETS $15,238,842 17,121,546 =========== =========== The accompanying notes are an integral part of these financial statements. 3 DOMARK INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEET As of November 30, 2008 and May 31, 2007 LIABILITIES AND STOCKHOLDERS' EQUITY
11/30/2008 5/31/2008 ---------- --------- CURRENT LIABILITIES (unaudited) Accounts Payable & Accrued Expenses $ 979,101 $ 1,224,242 Payroll Liabilities -- 8,349 Compensation payable -- -- Due to affiliate -- 3,903,750 Notes payable -- 100,000 ----------- ----------- Total Current Liabilities 979,101 5,236,341 ----------- ----------- LONG-TERM LIABILITIES Loans Payable 454,687 413,827 Convertible Notes Payable -- 255,205 Bond Payable -- 733,308 Total Long-Term Liabilities 454,687 1,402,340 ----------- ----------- TOTAL LIABILITIES 1,433,788 6,638,681 ----------- ----------- STOCKHOLDERS' EQUITY Convertible Preferred stock series A, $.001 par value, Authorized: 2,000,000 Issued: 100,000 and 0 respectively 100 -- Common Stock Authorized: 200,000,000 Issued: 20,120,000 and 17,000,000, respectively 20,120 17,000 Additional paid in capital 12,780,086 8,417,068 Common Stock subscribed, not issued -- 2,812,300 Accumulated income/(deficit) 1,004,748 (763,503) ----------- ----------- Total Stockholders' Equity 13,805,054 10,482,865 ----------- ----------- TOTAL LIABILITIES AND EQUITY $15,238,842 $17,121,546 =========== ===========
The accompanying notes are an integral part of these financial statements. 4 DOMARK INTERNATIONAL, INC. STATEMENT OF OPERATIONS For the three months ending November 30, 2008 and 2007 THREE THREE MONTHS MONTHS 11/30/2008 11/30/2007 ---------- ---------- (unaudited) (unaudited) REVENUE $ 1,577,308 $ 1,505,853 COST OF SERVICES 1,338,731 1,270,575 ----------- ----------- GROSS PROFIT OR (LOSS) 238,577 235,278 GENERAL AND ADMINISTRATIVE EXPENSES (458,100) 205,112 ----------- ----------- OPERATING INCOME/(LOSS) 696,677 30,166 INTEREST EXPENSE (6,758) (9,276) ----------- ----------- GAIN ON SALE OF SUBSIDIARY 292,868 -- GAIN ON SALE OF ASSETS -- -- OTHER INCOME 250,020 58 ----------- ----------- INCOME/(LOSS) BEFORE INCOME TAXES 1,232,807 20,948 PROVISION FOR INCOME TAXES Federal -- -- State -- -- ----------- ----------- NET INCOME/(LOSS) $ 1,232,807 $ 20,948 =========== =========== The accompanying notes are an integral part of these financial statements. 5 DOMARK INTERNATIONAL, INC. STATEMENT OF OPERATIONS For the six months ending November 30, 2008 and 2007 SIX SIX MONTHS MONTHS 11/30/2008 11/30/2007 ---------- ---------- (unaudited) (unaudited) REVENUE $ 3,429,498 $ 3,192,316 COST OF SERVICES 2,647,229 2,676,559 ----------- ----------- GROSS PROFIT OR (LOSS) 782,269 515,757 GENERAL AND ADMINISTRATIVE EXPENSES 703,470 404,092 ----------- ----------- OPERATING INCOME/(LOSS) 78,799 111,665 INTEREST EXPENSE 20,320 17,966 ----------- ----------- GAIN ON SALE OF SUBSIDIARY 292,868 -- GAIN ON SALE OF ASSETS -- 326 OTHER INCOME 250,000 131 ----------- ----------- INCOME/(LOSS) BEFORE INCOME TAXES 601,347 94,156 PROVISION FOR INCOME TAXES Federal -- -- State -- -- ----------- ----------- NET INCOME/(LOSS) $ 601,347 $ 94,156 =========== =========== EARNINGS (LOSS) PER SHARE, BASIC AND DILUTED $ 0.03 $ 0.05 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 18,721,967 2,000,000 The accompanying notes are an integral part of these financial statements. 6 DOMARK INTERNATIONAL, INC. STATEMENT OF STOCKHOLDERS' EQUITY As of November 30, 2008
ADDITIONAL COMMON PAR PAID IN ACCUM TOTAL STOCK VALUE CAPITAL DEFICIT EQUITY ----- ----- ------- ------- ------ Balance, May 31, 2006 2,000,000 $ 2,000 $ 3,000 $ (340) $ 4,660 ----------- -------- ----------- ----------- ----------- Common stock issued for cash on March 9, 2007 at $0.05 per share 2,000,000 2,000 48,000 50,000 Net income (loss) (12,460) (12,460) ----------- -------- ----------- ----------- ----------- Balance, May 31, 2007 4,000,000 $ 4,000 51,000 (12,800) 42,200 ----------- -------- ----------- ----------- ----------- Common stock issued on May 15, 2008 13,000,000 13,000 (13,000) -- at $0.05 per share Net income (loss) 416,201 416,201 ----------- -------- ----------- ----------- ----------- Balance, May 31, 2008 17,000,000 17,000 38,000 403,401 458,401 ----------- -------- ----------- ----------- ----------- Common stock issued in a 2 for 1 forward split on June 27, 2008 Common stock issued for acquisition 750,000 750 1,893,956 1,894,706 on July 16, 2008 at $2.78 per share Preferred Stock issued as compensation -- 100 -- 100 during July 2008 Common stock issued August, 2008 500,000 500 749,500 750,000 for investment in subsidiary at $1.50 per share Common stock issued as compensation 500,000 500 500 during August 2008 at $0.001 per share Common stock issued August, 2008 1,320,000 1,320 9,998,680 10,000,000 at $7.58 per share Common stock issued for cash 50,000 50 99,950 100,000 at $2.00 per share Net income (loss) 601,347 601,347 ----------- -------- ----------- ----------- ----------- Balance, November 30, 2008 20,120,000 $ 20,220 $12,780,086 $ 1,004,748 $13,805,054 =========== ======== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 7 DOMARK INTERNATIONAL, INC. STATEMENTS OF CASH FLOWS For the six months ending November 30, 2008 and 2007
SIX SIX MONTHS MONTHS 11/30/2008 11/30/2007 ---------- ---------- (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 601,347 94,156 --------- --------- Adjustments to reconcile net income to net cash provided by (used in) operating activities: ADJUSTMENTS FOR CHARGES NOT REQUIRING OUTLAY OF CASH: Depreciation and Amortization 744 1,747 Stock issued in a forward split 8,500 -- Common stock issued for legal fee (21,001) -- Common stock issued for director fees 500 -- Note in connection with break-up fee (250,000) -- Gain on Sale of Subsidiary (292,868) -- Note in connection with exchange of stock (416,109) -- CHANGES IN OPERATING ASSETS AND LIABILITITES: Accounts Receivable 350,294 (274,243) Inventory (97,188) (93,819) Prepaid Expenses and other current assets (20,589) 3,310 Accounts Payable & Accrued Expenses 150,057 314,074 Due from affiliate (23,500) 600 Deposits -- (3,438) --------- --------- Total adjustments to net income (611,160) (51,769) --------- --------- Net cash provided by (used in) operating activities (9,813) 42,387 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Furniture & Equipment (19,935) (957) --------- --------- Net cash flows provided by (used in) investing activities (19,935) (957) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Cash Proceeds from stock issuance 100,000 -- Cash Received from Affiliate (33,333) (7,357) Cash (Paid)/Received on notes payable (17,876) 7,188 Net cash provided by (used in) financing activities 48,791 (169) --------- --------- CASH RECONCILIATION Net increase (decrease) in cash and cash equivalents 19,043 41,261 Cash and cash equivalents - beginning balance 44,248 15,911 --------- --------- CASH AND CASH EQUIVALENTS BALANCE END OF PERIOD $ 63,291 57,172 ========= =========
The accompanying notes are an integral part of these financial statements. 8 Domark International, Inc. Notes to Condensed Consolidated Financial Statements for the Six Months Ended November 30, 2008 and 2007 NOTE 1 - DESCRIPTION OF BUSINESS DOMARK INTERNATIONAL, INC. ("DoMark" or "Company") was incorporated under the laws of the State of Nevada on March 30, 2006. The Company was formed to engage in the acquisition and refinishing of aged furniture using exotic materials and then reselling it through interior decorators, high-end consignment shops and online sales. The Company has abandoned its prior business of exotic furniture sales and is acquiring through acquisition and merger operating entities that will bring value to the company. On October 20, 2008, we executed an agreement between Mecanismo Corp., a Nevada Corporation, Domark and R. Thomas Kidd (the "Agreement"), whereby pursuant to the terms and conditions of that Agreement, Mecanismo Corp. acquired nine million, nine hundred and seventy three thousand, three hundred and ninety seven (9,973,397) shares of SportsQuest, Inc. common stock and one hundred thousand (100,000) shares of SportsQuest, Inc. preferred stock held by us. As consideration for this acquisition, a judgment arising from CASE BC 359831 LOS ANGELES SUPERIOR COURT Veridigm Inc (f/k/a E-Notes Systems Inc (DE) ("the Plaintiff"), against TotalMed Systems, Inc., (The "Defendant") shall be assigned to Domark and Domark shall receive a promissory note in the amount of One Hundred Thousand Dollars ($100,000). CONSEQUENTLY, DOMARK IS NO LONGER A CONTROLLING SHAREHOLDER OF SPORTSQUEST, INC. JAVACO, INC ("JAVACO") is a wholly owned subsidiary of DoMark. JAVACO, Inc., formerly JAVA Company, opened for business in 1997 as a sole proprietorship. Prior to opening JAVA Co., Judith Vazquez, owner and President, worked several years in distribution sales and finally with RMS Electronics/Channel. JAVA Company's initial focus was the sale of used cable TV equipment, including amplifiers and converters to Colombia, Venezuela and Mexico. JAVA Company teamed up with a distributor in Argentina to jointly cover a larger Latin American market. JAVA Company acted as their US office, providing sales expertise and a much needed North American connection with the manufacturers. JAVA Company coordinated the sale, expediting, invoicing and exporting of equipment purchased from the US and Canadian suppliers. JAVACO, Inc. incorporated in March 2000. Javaco is part of the Supplier Diversity Network, WBENC. JAVACO, Inc. currently distributes over 100 lines of equipment from fiber optic transmitters to RF connectors. To further enhance business in the United States, new distribution lines are frequently being added including a line of home theater and audio video products. NOTE 2 - BASIS OF PRESENTATION INTERIM FINANCIAL STATEMENTS The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six period ended November 30, 2008 are not necessarily indicative of the results that may be expected for the year ending May 31, 2009. For further information, refer to the financial statements and footnotes thereto included in our Form 10-K Report for the fiscal year ended May 31, 2008. 9 NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES RECENT ACCOUNTING PRONOUNCEMENTS DETERMINING WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT TRANSACTIONS ARE PARTICIPATING SECURITIES In June 2008, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No. 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities." The FSP addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The FSP affects entities that accrue dividends on share-based payment awards during the awards' service period when the dividends do not need to be returned if the employees forfeit the award. This FSP is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of FSP EITF 03-6-1 on its consolidated financial position and results of operations. DETERMINING WHETHER AN INSTRUMENT (OR AN EMBEDDED FEATURE) IS INDEXED TO AN ENTITY'S OWN STOCK In June 2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock" (EITF 07-5). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of EITF 07-5 on its consolidated financial position and results of operations. ACCOUNTING FOR CONVERTIBLE DEBT INSTRUMENTS THAT MAY BE SETTLED IN CASH UPON CONVERSION ( INCLUDING PARTIAL CASH SETTLEMENT) In May 2008, the FASB issued FSP Accounting Principles Board ("APB") Opinion No. 14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)." The FSP clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. The FSP requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer's nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. The FSP requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our consolidated statement of operations. The FSP requires retrospective application to the terms of instruments as they existed for all periods presented. The FSP is effective as of January 1, 2009 and early adoption is not permitted. The Company is currently evaluating the potential impact of FSP APB 14-1 upon its consolidated financial statements. THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" (FAS No.162). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS No. 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". The implementation of this standard will not have a material impact on the Company's consolidated financial position and results of operations. 10 DETERMINATION OF THE USEFUL LIFE OF INTANGIBLE ASSETS In April 2008, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position on Financial Accounting Standard ("FSP FAS") No. 142-3, "Determination of the Useful Life of Intangible Assets", which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142 "Goodwill and Other Intangible Assets". The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of the expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007) "Business Combinations" and other U.S. generally accepted accounting principles. The Company is currently evaluating the potential impact of FSP FAS No. 142-3 on its consolidated financial statements. DISCLOSURE ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES In March 2008, the FASB issued SFAS No. 161, "Disclosure about Derivative Instruments and Hedging Activities, an amendment of SFAS No. 133", (SFAS 161). This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required to adopt SFAS No. 161 on January 1, 2009. The Company is currently evaluating the potential impact of SFAS No. 161 on the Company's consolidated financial statements. DELAY IN EFFECTIVE DATE In February 2008, the FASB issued FSP FAS No. 157-2, "Effective Date of FASB Statement No. 157". This FSP delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The impact of adoption was not material to the Company's consolidated financial condition or results of operations. BUSINESS COMBINATIONS In December 2007, the FASB issued SFAS No. 141(R) "Business Combinations" (SFAS 141(R)). This Statement replaces the original SFAS No. 141. This Statement retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting (which SFAS No. 141 called the PURCHASE METHOD) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of SFAS No. 141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, SFAS No. 141(R) establishes principles and requirements for how the acquirer: a. Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. b. Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase. c. Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date. The Company does not expect the effect that its adoption of SFAS No. 141(R) will have on its consolidated results of operations and financial condition. NONCONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS--AN AMENDMENT OF ARB NO. 51 11 In December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51" (SFAS No. 160). This Statement amends the original Accounting Review Board (ARB) No. 51 "Consolidated Financial Statements" to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008 and may not be applied before that date. The does not expect the effect that its adoption of SFAS No. 160 will have on its consolidated results of operations and financial condition. NOTE 4 - RELATED PARTY TRANSACTIONS In August 31, 2008 the Company issued 500,000 common shares to its Director Richard Altman as compensation. In July 2008, DoMark issued 500,000 shares to SportsQuest, Inc. as consideration for the assignment of SportsQuest rights to acquire Javaco, Inc. DoMark closed on the acquisition in July 2008 and Javaco became a wholly owned subsidiary of DoMark. NOTE 5 - NET LOSS PER SHARE Restricted shares and warrants are not included in the computation of the weighted average number of shares outstanding during the periods. The net loss per common share is calculated by dividing the consolidated loss by the weighted average number of shares outstanding during the periods. NOTE 6 - EQUITY During six months ended November 30, 2008: Quarter Ended Stock issued Cash Received ------------- ------------ ------------- Forward Split 8,500,000 -- Javaco Inc. Stock Purchase 750,000 -- SportsQuest, Inc. Right Agreement 500,000 -- Stock issued for compensation 500,000 -- Media4, Inc. Asset purchase 1,320,000 -- Stock issued for cash 50,000 $ 100,000 ---------- ---------- Total Issued 11,620,000 $ 100,000 ========== ========== During the six months ended November 30, 2008, the Company issued 11,620,000 shares of its common stock: 8,500,000 in a 2 for 1 forward split, 750,000 shares of common stock for the purchase of Javaco, Inc., 500,000 shares of common stock as director compensation, 500,000 shares of common stock to SportsQuest, Inc. as consideration of the assignment to DoMark of the Acquisition Agreement of Javaco, Inc, 1,320,000 common shares as payment for $10 million dollars in print and radio advertising credits and 50,000 of common shares issued for cash at $2.00 per share. NOTE 7 - SUBSEQUENT EVENTS On December 3, 2008, we executed an agreement for the exchange of common stock between Executive Sports Tickets and Entertainment, Inc. a Georgia Corporation ("EST") and Domark (the "Domark"), whereby pursuant to the terms and conditions 12 of that Agreement, Domark acquired all the shares in EST in return for an initial issuance of Fifty Thousand (50,000) shares of Domark common stock and the right to an additional Fifty Thousand (50,000) shares of Domark common stock in the event that a current pending contract concerning EST's management of a Junior World Series endorsed by Major League Baseball becomes a written binding agreement between EST and the appropriate entities in the face amount of $1.5 million, and all terms of the contract are performed and payment received. Accordingly, EST becomes a wholly owned subsidiary of Domark. On December 11, 2008, we executed an asset purchase agreement between Crowley and Company Advertising, Inc., a Florida corporation ("C&C") and Domark (the "Domark"), whereby pursuant to the terms and conditions of that Agreement, Domark acquired the right, title, and interest of C&C in and to all of the assets of C&C used exclusively in their business in return for one hundred thousand (100,000) shares of Domark common stock. On December 16, 2008, we executed an agreement for the exchange of common stock between eCFO and Domark. whereby pursuant to the terms and conditions of that Agreement, Domark acquired all the shares in eCFO in return for an issuance of One Hundred Thousand (100,000) shares of Domark common stock. Accordingly, eCFO became a wholly owned subsidiary of Domark. On December 17, 2008 we terminated an Investment Agreement with Dutchess Private Equities, L.P. On December 29, 2008, we executed an asset purchase agreement between Emerging Growth Advisors, LLC, a Florida limited liability company ("EGA") and Domark (the "Domark"), whereby pursuant to the terms and conditions of that Agreement, Domark acquired the right, title, and interest of EGA in and to all of the assets of EGA used exclusively in their business in return for one million (1,000,000) shares of Domark common stock. In addition, on December 28, 2008, the Agreement was amended to waive the closing condition of minimum capital raise of $250,000. The Amendment is attached hereto as Exhibit 10.2. EGA is engaged in the business of marketing, designing and distributing consulting services for small cap public companies and owns certain hardware, software and other assets and intellectual property in connection with their business. On December 29, 2008, an accredited investor executed a subscription agreement for the purchase of 250,000 shares of Domark common stock at $2.00 per share for a value of $500,000. The subscription agreement was canceled on January 14, 2009. On December 29, 2008, we effectuated a forward stock split consisting of two shares for every one share held. The filing of the Amendment to the Articles of Incorporation was accepted by the State of Nevada on January 2, 2009. The record date is January 22, 2009 the Company has received notice that its ex dividend date is January 22, 2009. On January 5, 2009, we filed a registration on Form S-8 with the Securities and Exchange Commission titled 2008 Employee and Consultants Stock Option Plan. In January, 2009, we changed our fiscal year end to December 31 beginning with the year end December 31, 2009. 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis contains various "forward looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10-QSB, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to "anticipates", "believes", "plans", "expects", "future" and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company's business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. The Company adopted at management's discretion, the most conservative recognition of revenue based on the most astringent guidelines of the SEC in terms of recognition of software licenses and recurring revenue. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein. Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include those identified in the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the transition period ended May 31, 2008, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future. In addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements. RECENT DEVELOPMENTS Effective June 27, 2008, DoMark International, Inc., a Nevada corporation (the "Company"), changed its name from Domar Exotic Furnishings Inc. to DoMark International, Inc, increased the authorized common stock of the Corporation to 200,000,000 shares, created and authorized 2,000,000 shares of preferred stock, the rights and preferences of which can be designated by the Board of Directors and enacted a forward stock split of our common stock on a two for one basis, payable upon surrender of our shareholders' stock certificates. Our authorized stock is as follows: The number of shares of common stock authorized that may be issued by the Corporation is Two Hundred Million (200,000,000) shares, with a par value of One Tenth of One Cent ($0.001) per share and Two Million (2,000,000) shares of Preferred Stock, $0.001 par value, the rights and preferences of which may be determined by the Board of Directors. Said shares may be issued by the Corporation from time to time for such considerations as may be fixed by the Board of Directors. On July 16, 2008, we executed an agreement with JAVACO, Inc, an Ohio corporation ("Javaco") and Judith Vazquez (the "Agreement"), whereby pursuant to the terms and conditions of that Agreement we completed the purchase of all the issued and outstanding shares of Javaco. Judith Vazquez is the sister-in-law of R. Thomas Kidd, our Chief Executive Officer. The Closing of the transaction occurred on July 18, 2008 (the "Closing"). 14 As consideration for all the issued and outstanding shares of Javaco, we issued the shareholders of Javaco, seven hundred and fifty thousand shares of our common stock, and common stock purchase warrants as follows: 20,000 common stock purchase warrants at an exercise price of $3.00 per share, expiring on December 31, 2008; 20,000 common stock purchase warrants at an exercise price of $4.00 per share, expiring on 40,000 common stock purchase warrants at an exercise price of $5.00 per share, expiring on December 31, 2010. On July 24, 2008, we executed an asset purchase agreement (the "Agreement") with TotalMed Systems, Inc., a Florida corporation ("TotalMed"), whereby pursuant to the terms and conditions of that Agreement, we completed the purchase of certain assets. The Closing of the transaction occurred on August 6, 2008, however the transaction was rescinded by mutual agreement of the Company and TotalMed and TotalMed agreed to pay the Company $250,000 in a break up fee on September 8, 2008. On August 4, 2008, DoMark entered into an investment agreement and registration rights agreement with Dutchess Private Equities, LTD. The investment agreement, in the form of an equity funding commitment, provides for the right by the company at its discretion to require Dutchess to purchase up to $50 million of the Company's common stock at a seven percent discount to market over the 36 months following the registration statement being declared effective by the Securities and Exchange Commission. On November 21, 2008, the Investment Agreement was amended to increase the Investors commitment to purchase our common stock over the course of 36 months to $100,000,000 and the amount the Company shall be entitled to request from each purchase shall be $5,000,000 or 200% of the average daily volume. Subsequently on December 17, 2008, the Company terminated the Investment Agreement with Dutchess. On August 18, 2008, DoMark retained E & E Communications, Laguna Hills, Ca. to assist with its investor and public relations activities. On October 20, 2008, we executed an agreement between Mecanismo Corp., a Nevada Corporation, Domark and R. Thomas Kidd (the "Domark"), whereby pursuant to the terms and conditions of that Agreement, Mecanismo Corp. acquired nine million, nine hundred and seventy three thousand, three hundred and ninety seven (9,973,397) shares of SportsQuest, Inc. common stock and one hundred thousand (100,000) shares of SportsQuest, Inc. preferred stock held by us. As consideration for this acquisition, the judgment arising from CASE BC 359831 LOS ANGELES SUPERIOR COURT Veridigm Inc (f/k/a E-Notes Systems Inc (DE) ("the Plaintiff"), against TotalMed Systems, Inc., (The "Defendant") was assigned to Domark and Domark received a promissory note in the amount of One Hundred Thousand Dollars ($100,000). Consequently, Domark is no longer a controlling shareholder of SportsQuest, Inc. On November 8, 2008, we executed an exclusive license agreement with Greens Worldwide Incorporated, an Arizona corporation (the "Agreement"), whereby pursuant to the terms and conditions of that Agreement, we acquired an exclusive license to the assets used by Greens Worldwide Incorporated in conducting Golf Championships, which in the past have been conducted under the name US Pro Golf Tour, Inc. In return for this license, we are obligated to pay Greens Worldwide Incorporated 5% of the first million dollars in revenue arising from the use of this license, 4% of the next 2 million dollars in revenue arising from the use of this license, and 3% of the revenue in excess of $3 million dollars arising from the use of this license. In addition, we receive 5% equity ownership of the assets for each of the first 5 years of the Agreement beginning with the year 2009, up to a maximum ownership position of 50%. REVENUES Revenue from product sales is recognized upon shipment to customers at which time such customers are invoiced. Units are shipped under the terms of FOB shipping point when determination is made that collectibility is probable. Revenues for services are recognized upon completion of the services. For 15 consulting services and other fee-for-service arrangements, revenue is recognized upon completion of the services. The Company has adopted the Securities and Exchange Commission's Staff Accounting Bulletin (SAB) No. 104, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements. ADDITIONAL INFORMATION We file reports and other materials with the Securities and Exchange Commission. These documents may be inspected and copied at the Securities and Exchange Commission, Judiciary Plaza, 100 F Street, N.E., Room 1580, and Washington, D.C. 20549. You can obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also get copies of documents that we file with the Commission through the Commission's Internet site at www.sec.gov. RESULTS OF OPERATIONS Revenues for the six months ended November 30, 2008 increased to $3,429,498 from $3,192,316 for the six month period ending 11-30-07. Our future revenue plan is dependent on our ability to effectively deploy assets and services to maximize organic growth of our subsidiaries and close new viable acquisitions in the business sectors of Sports, Technology, Medicine, Energy, and Business Services, to provide value to our shareholders. General and administrative expenses for the six months ended November 30, 2008 increased to $703,370 from $596. The increase in general and administrative expenses relates to increased costs of being a public reporting company, including costs associated with our filings with the U.S. Securities and Exchange Commission which matches with our overall business plan, and new operating expenses as a result of acquisition. Selling and marketing expenses for six months ended November 30, 2008 increased to $27,708 from $0.00. The increase in sales and marketing services relates to costs associated with the launch of the Company's business plan. Depreciation and amortization for six months ended November 30, 2008 increased to $264 from $0.00. The increase in depreciation and amortization relates to the purchase of new equipment to prepare our product associated with our marketing plan. The Company realized net income of approximately $601,447, and ($6536) for the six months ended November 30, 2008 and 2007, respectively. Revenues for the three months ending 11-30-2008 were $1,577, 308, with net income of $1,232,807 as compared to revenues of $1,505,853 and net income of $20,948 for the three months ending 11-30-07. LIQUIDITY AND CAPITAL RESOURCES The Company has maintained a minimum of three months of working capital in the bank since September of 2005. This reserve was intended to allow for an adequate amount of time to secure additional funds from investors as needed. To date, the Company has not succeeded in securing capital on favorable terms needed to effectively execute its business plan of acquisitions. The Company's net cash provided by (used in) operating activities for the six months ending November 30, 2008 and 2007 was ($9713) and $42387 respectively. Cash provided by (used in) investing activities was ($19935) and ($957) for the six months ended November 30, 2008 and 2007, respectively. The increase is due to an increase in purchase of equipment to develop our products. 16 Cash provided by (used in) financing activities was $48,791 and ($169) for the six months ended November 30, 2008 and 2007, respectively. The increase is due to proceeds of stock issued. On August 4, 2008, DoMark entered into an investment agreement and registration rights agreement with Dutchess Private Equities, LTD. The investment agreement, in the form of an equity funding commitment, provides for the right by the company at its discretion to require Dutchess to purchase up to $50 million of the Company's common stock at a seven percent discount to market over the 36 months following the registration statement being declared effective by the Securities and Exchange Commission. On December 17, 2008, the Company terminated the Investment Agreement and all amendments. Our future revenues and profits, if any, will primarily depend upon our ability to execute our acquisition strategy, our ability to secure capital on favorable terms and to effectively deploy our assets to our subsidiaries. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures. OTHER CONSIDERATIONS There are numerous factors that affect the business and the results of its operations. Sources of these factors include general economic and business conditions, federal and state regulation of business activities, the level of demand for product services, the level and intensity of competition in the media content industry, and the ability to develop new services based on new or evolving technology and the market's acceptance of those new services, our ability to timely and effectively manage periodic product transitions, the services, customer and geographic sales mix of any particular period, and our ability to continue to improve our infrastructure including personnel and systems to keep pace with our anticipated rapid growth. CRITICAL ACCOUNTING POLICIES We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions. STOCK BASED COMPENSATION In December 2004, the FASB issued a revision of SFAS No. 123 ("SFAS No. 123(R)") that requires compensation costs related to share-based payment transactions to be recognized in the statement of operations. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards will be re-measured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. SFAS No. 123(R) replaces SFAS No. 123 and is effective as of the beginning of January 1, 2006. Based on the number of shares and awards outstanding as of December 31, 2005 (and without giving effect to any awards which may be granted in 2006), we do not expect our adoption of SFAS No. 123(R) in January 2006 to have a material impact on the financial statements. 17 FSP FAS 123(R)-5 was issued on October 10, 2006. The FSP provides that instruments that were originally issued as employee compensation and then modified, and that modification is made to the terms of the instrument solely to reflect an equity restructuring that occurs when the holders are no longer employees, then no change in the recognition or the measurement (due to a change in classification) of those instruments will result if both of the following conditions are met: (a). There is no increase in fair value of the award (or the ratio of intrinsic value to the exercise price of the award is preserved, that is, the holder is made whole), or the antidilution provision is not added to the terms of the award in contemplation of an equity restructuring; and (b). All holders of the same class of equity instruments (for example, stock options) are treated in the same manner. The provisions in this FSP shall be applied in the first reporting period beginning after the date the FSP is posted to the FASB website. The Company has adopted SP FAS 123(R)-5 but it did not have a material impact on its consolidated results of operations and financial condition. ACCOUNTING POLICIES AND ESTIMATES The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions. As such, in accordance with the use of accounting principles generally accepted in the United States of America, our actual realized results may differ from management's initial estimates as reported. A summary of significant accounting policies are detailed in notes to the financial statements which are an integral component of this filing. ADDITIONAL INFORMATION We file reports and other materials with the Securities and Exchange Commission. These documents may be inspected and copied the Commission's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains a web site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We do hold any derivative instruments but do not engage in any hedging activities. We are in the business of acquiring successfully operating subsidiaries and to deploy accounting, governance, risk and compliance services, marketing, management and media assets to the subsidiaries, to build the value of our Company. ITEM 4. CONTROLS AND PROCEDURES (A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within 18 the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING. Our management, specifically our Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company's internal control over financial reporting as of November 30, 2008. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -- Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of November 30, 2008, our internal control over financial reporting was effective. (B) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company may become involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, except as discussed below, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial position, results of operations, or liquidity. Andresen and Associates filed suit to recover a promissory note in the sum of $15,500. The Company believes the suit is without merit and will defend it vigorously. ITEM 1A. RISK FACTORS You should carefully consider the following risk factors before making an investment decision. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In such cases, the trading price of our common stock could decline and you may lose all or a part of your investment. 19 OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION Our shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Since our shares are deemed to be "penny stock", trading in the shares will be subject to additional sales practice requirements on broker/dealers who sell penny stock to persons other than established customers and accredited investors. WE MAY NOT HAVE ACCESS TO SUFFICIENT CAPITAL TO PURSUE OUR BUSINESS AND THEREFORE WOULD BE UNABLE TO ACHIEVE OUR PLANNED FUTURE GROWTH: We intend to pursue a growth strategy that includes development of the Company business and technology. Currently we have limited capital which is insufficient to pursue our plans for development and growth. Our ability to implement our growth plans will depend primarily on our ability to obtain additional private or public equity or debt financing. We are currently seeking additional capital. Such financing may not be available at all, or we may be unable to locate and secure additional capital on terms and conditions that are acceptable to us. Our failure to obtain additional capital will have a material adverse effect on our business. OUR LACK OF DIVERSIFICATION IN OUR BUSINESS SUBJECTS INVESTORS TO A GREATER RISK OF LOSSES All of our efforts are focused on the development and growth of our business and its technology in an unproven area. BECAUSE WE ARE QUOTED ON THE OTCBB INSTEAD OF AN EXCHANGE OR NATIONAL QUOTATION SYSTEM, OUR INVESTORS MAY HAVE A TOUGHER TIME SELLING THEIR STOCK OR EXPERIENCE NEGATIVE VOLATILITY ON THE MARKET PRICE OF OUR STOCK. Our common stock is traded on the OTCBB. The OTCBB is often highly illiquid. There is a greater chance of volatility for securities that trade on the OTCBB as compared to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. Investors in our common stock may experience high fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, have a negative effect on the market price for our securities. Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves. FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND OPERATING RESULTS. 20 It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures. If we are unable to comply with these requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies. If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock. Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, beginning with our annual report on Form 10-K for our fiscal period ending May 31, 2008, we will be required to prepare assessments regarding internal controls over financial reporting and beginning with our annual report on Form 10-K for our fiscal period ending May 31, 2009, furnish a report by our management on our internal control over financial reporting. We have begun the process of documenting and testing our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities. While our management is expending significant resources in an effort to complete this important project, there can be no assurance that we will be able to achieve our objective on a timely basis. There also can be no assurance that our auditors will be able to issue an unqualified opinion on management's assessment of the effectiveness of our internal control over financial reporting. Failure to achieve and maintain an effective internal control environment or complete our Section 404 certifications could have a material adverse effect on our stock price. In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses" in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines "significant deficiency" as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected. In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future. Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock. 21 OPERATING HISTORY AND LACK OF PROFITS WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE PRICE. THE PRICE AT WHICH YOU PURCHASE OUR COMMON SHARES MAY NOT BE INDICATIVE OF THE PRICE THAT WILL PREVAIL IN THE TRADING MARKET. YOU MAY BE UNABLE TO SELL YOUR COMMON SHARES AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN SUBSTANTIAL LOSSES TO YOU. THE MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH A SMALL AND THINLY TRADED PUBLIC FLOAT, LIMITED The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or "risky" investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price. Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price. VOLATILITY IN OUR COMMON SHARE PRICE MAY SUBJECT US TO SECURITIES LITIGATION, THEREBY DIVERTING OUR RESOURCES THAT MAY HAVE A MATERIAL EFFECT ON OUR PROFITABILITY AND RESULTS OF OPERATIONS. As discussed in the preceding risk factors, the market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources. As of November 30, 2008, we had 20,120,000 shares of common stock issued and outstanding. 22 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES During the six months ended November 30, 2008, the Company issued 11,620,000 shares of its common stock: 8,500,000 common shares in a 2 for 1 forward split on June 27, 2008, 750,000 common shares for the purchase of Javaco, Inc., 500,000 common shares as for director compensation, 500,000 common shares, for the buy out of the Right Agreement with SportsQuest, Inc.,1,320,000 common shares for the purchase of Media4, Inc. for their media content and 50,000 in stock purchase at $2.00 per share for a value of $100,000. These shares were issued based up on the value received and the price of the stock trading on those dates. The offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us that they were "accredited investors," as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were "restricted securities" for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act. ITEM 3. DEFAULTS UPON SENIOR SECURITIES There were no defaults upon senior securities of during the period ended November 30, 2008. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to the vote of securities holders during the period ended November 30, 2008. ITEM 5. OTHER INFORMATION Effective January 22, 2008, we effected a two for one forward stock split. Without any action by our shareholders, one additional share of common stock will be issued for each share held by the shareholder. There is no information with respect to which information is not otherwise called for by this form. ITEM 6. EXHIBITS 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. 32.2 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. 32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. 23 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DoMark International, Inc. Registrant Date: January 20, 2009 By: /s/ R. Thomas Kidd --------------------------------- R. Thomas Kidd Chairman, Chief Executive Officer (Principal Executive Officer, Principal Financial Officer) 24 EX-31.1 2 ex31-1.txt CEO SECTION 302 CERTIFICATION Exhibit 31.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 AND PURSUANT TO RULE 13A-14(A) AND RULE 15D-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, R. Thomas Kidd, Chief Executive Officer of the Company, certify that: 1. I have reviewed this Quarterly report on Form 10Q of DoMark International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the small business issuer's disclosure and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: and d. Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. DoMark International, Inc. Registrant Date: January 20, 2009 By: /s/ R. Thomas Kidd --------------------------------- R. Thomas Kidd Chairman, Chief Executive Officer (Principle Executive Officer, Principle Financial Officer) EX-31.2 3 ex31-2.txt CFO SECTION 302 CERTIFICATION Exhibit 31.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 AND PURSUANT TO RULE 13A-14(A) AND RULE 15D-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, R. Thomas Kidd, Chief Financial Officer of the Company, certify that: 1. I have reviewed this Quarterly report on Form 10Q of DoMark International, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the small business issuer's disclosure and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: and d. Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. DoMark International, Inc. Registrant Date: January 20, 2009 By: /s/ R. Thomas Kidd --------------------------------- R. Thomas Kidd Chairman, Chief Executive Officer (Principle Executive Officer, Principle Financial Officer) EX-32.1 4 ex32-1.txt CEO SECTION 906 CERTIFICATION Exhibit 32.1 CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) In connection with the Quarterly Report of DoMark International, Inc. (the "Company") on Form 10-Q for the period ending November 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, R. Thomas Kidd, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. DoMark International, Inc. Registrant Date: January 20, 2009 By: /s/ R. Thomas Kidd --------------------------------- R. Thomas Kidd Chairman, Chief Executive Officer (Principle Executive Officer, Principle Financial Officer) EX-32.2 5 ex32-2.txt CFO SECTION 906 CERTIFICATION Exhibit 32.2 CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) In connection with the Quarterly Report of DoMark International, Inc. (the "Company") on Form 10-Q for the period ending November 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, R. Thomas Kidd, Principle Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. DoMark International, Inc. Registrant Date: January 20, 2009 By: /s/ R. Thomas Kidd --------------------------------- R. Thomas Kidd Chairman, Chief Executive Officer (Principle Executive Officer, Principle Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----