10-Q

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, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT

For the transition period from ________ to ___________

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.)

34 King Street, Suite 1102

Toronto, Ontario M5C1E9

321-250-4996

(Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value per share

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No 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 x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer	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 Exchange Act) Yes o No x

As of November 30, 2013, there were 100,204,129 shares of Common Stock, $0.001 par value per share, issued and outstanding and there were 50,000 shares of Series A Preferred Stock, $0.001 par value per share, issued and outstanding and there are zero shares of Series B Preferred Stock, $0.001 par value per share, issued and outstanding.

DOMARK INTERNATIONAL, INC.

TABLE OF CONTENTS

		PAGE
PART I -	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)		3
	Consolidated Balance Sheets		3
	Consolidated Statements of Operations		5
	Consolidated Statements of Cash Flows		6
	Notes to Consolidated Financial Statements		8
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations		15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		17
Item 4.	Controls and Procedures		17
PART II -	OTHER INFORMATION
Item 1.	Legal Proceedings		18
Item 1A.	Risk Factors		18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 3.	Defaults Upon Senior Securities		18
Item 4.	Mine Safety Disclosure		18
Item 5.	Other information		18
Item 6.	Exhibits		18

2

DOMARK INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

ASSETS

	November 30, 2013			May 31, 2013
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	(38	)	$	20
Prepaid expenses		17,822			17,823
TOTAL CURRENT ASSETS		17,784			17,843
INVESTMENTS		932,459			-
OTHER ASSETS
Loan receivable from consultant		36,203			-
Patents		75,500			40,000
License, net of accumulated amortization of $2,548 and $1,828, respectively		7,462			8,182
TOTAL OTHER ASSETS		119,165			48,182
TOTAL ASSETS	$	1,069,408		$	66,025

The accompanying notes are an integral part of these consolidated financial statements.

3

DOMARK INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

	November 30, 2013			May 31, 2013
	(Unaudited)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	241,482		$	209,179
Loans payable to consultants and stockholders		207,995			45,288
Convertible notes payable (net of unamortized discounts of $385,981 and $59,301, respectively)		71,196			148,691
Derivative liability for convertible notes payable		697,572			237,578
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES		1,218,245			640,736
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value, authorized 10,000,000 shares:
Series A convertible preferred stock - issued and outstanding 50,000 shares		50			50
Common stock, $0.001 par value, authorized 200,000,000 shares:
issued and outstanding 100,204,129 and  54,615,298 shares, respectively		100,204			54,615
Common stock payable		858,000			858,000
Additional paid in capital		42,479,869			40,816,440
Accumulated deficit		(26,850,830	)		(26,850,830	)
Accumulated deficit during development stage		(16,736,130	)		(15,452,986	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(148,837	)		(574,711	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	1,069,408		$	66,025

The accompanying notes are an integral part of these consolidated financial statements.

4

DOMARK INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the six months ended						For the cumulateive period during the Development Stage from October 21, 2009 to
	November 30, 2013			November 30, 2012			November 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(1,283,144	)	$	(2,149,153	)	$	(16,736,130	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depeciation and amortization		720			2,983			15,261
Amortization of deferred finance costs		-			24,799			60,000
Common stock issued as compensation		513,675			707,461			7,381,191
Non cash interest		88,003			-			93,648
Loss (gain) on derivative valuation		161,744			-			399,322
Amortization of prepaid license fees		-			894,520			1,394,520
Impairment of assets		-			-			4,615,480
Loss (income) on settlement of debt		-			(24,197	)		409,903
Changes in  operating assets and liabilities:
Inventory - tv production		-			-			(16,926	)
Prepaid expenses		1			605			(12,925	)
Accounts payable and accrued expenses		32,303			330,777			410,787
Accounts payable -related party		-			8,831			15,366
Net cash used in operating activities		(486,698	)		(203,374	)		(1,970,503	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for licensing		-			-			(35,000	)
Cash paid for furniture & equipment		-			-			(4,000	)
Cash paid for web development		-			-			(7,500	)
Cash paid for investments		(134,149	)		-			(134,149	)
Cash paid for loan receivable from consultant		(36,203	)		-			(36,203	)
Net cash used in investing activities		(170,352	)		-			(216,852	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable		442,500			-			552,500
Proceeds from loans payable to consultants and stockholders		224,499			158,437			1,312,187
Payments made on loans payable to consultants and stockholders		(10,007	)		(1,000	)		(136,485	)
Proceeds received from notes payable		-			-			556,058
Payments made on notes payable		-			-			(100,470	)
Net cash provided by financing activities		656,992			157,437			2,183,790
Net increase(decrease) in cash and cash equivalants		(58	)		(45,937	)		(3,565	)
CASH BALANCE BEGINNING OF PERIOD		20			52,269			3,527
CASH BALANCE END OF PERIOD	$	(38	)	$	6,332		$	(38	)
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Prepaid licensing fee	$	-		$	6,000,000		$	6,000,000
Shares issued for settlement of loans payable to consultants and stockholders	$	52,500		$	-		$	52,500
Shares issued for settlement of convertible notes payable	$	272,362		$	-		$	420,362
Shares issued for patent acquisition	$	35,500		$	-		$	75,500
Shares issued for 19% equity interest in Imagic Ltd	$	697,500		$	-		$	697,500

The accompanying notes are an integral parts of these consolidated financial statements.

5

DOMARK INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the three months ended November 30, 2013			For the three months ended November 30, 2012			For the six months ended November 30, 2013			For the six months ended November 30, 2012			October 21, 2009 (development stage) to November 30, 2013
Sales	$	-		$	16,193		$	-		$	36,538		$	57,864
Cost of sales		-			6,164			-			29,141			80,284
Gross profit		-			10,029			-			7,397			(22,420	)
Operating expenses:
General and administrative		259,559			178,618			519,002			539,267			2,191,884
Stock-based compensation		59,850			296,911			513,675			707,491			7,381,191
Research and development		-			-			-			-			45,609
Amortization of  Barefoot-Science license fee		-			500,000			-			894,520			1,394,520
Impairment of Barefoot-Science license fee		-			-			-			-			4,605,480
Depreciation expense		360			364			720			2,983			15,261
Impairment of other assets		-			-			-			-			20,000
Bad debts expense		-			456			-			1,456			101,456
Loss (income) on settlement of debt		-			(24,197	)		-			(24,197	)		409,903
Total operating expenses		319,769			952,152			1,033,397			2,121,520			16,165,304
Loss from operations		(319,769	)		(942,123	)		(1,033,397	)		(2,114,123	)		(16,187,724	)
Other income (expense):
Other income		-			-			-			-			29,567
Revaluation of derivative liability for convertible notes		(176,720	)		-			(161,744	)		-			(399,322	)
Interest expense		(23,045	)		(20,231	)		(88,003	)		(35,030	)		(178,651	)
Total other income (expense)		(199,765	)		(20,231	)		(249,747	)		(35,030	)		(548,406	)
Net loss	$	(519,534	)	$	(962,354	)	$	(1,283,144	)	$	(2,149,153	)	$	(16,736,130)
Net loss per common share, basic and diluted	$	(0.01	)	$	(0.03	)	$	(0.02	)	$	(0.07	)
Weighted average common shares outstanding		87,316,592			29,540,298			75,919,384			29,508,922

The accompanying notes are an integral part of these consolidated financial statements.

6

DOMARK INTERNATIONAL, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2013 AND 2012 AND FOR THE PERIOD OCTOBER 21, 2009 (INCEPTION OF DEVELOPMENT STAGE) TO NOVEMBER 30, 2013

(Unaudited)

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. During 2008 and 2009, the Company acquired several operating businesses. On May 21, 2009, the Company entered into an acquisition agreement (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.

On March 5, 2012, the Company entered into an Asset Purchase Agreement with its then controlling shareholder, R. Thomas Kidd, for the sale of the Company’s subsidiary Armada Armada/The Golf Championships and certain assets related thereto. The Company relied upon Accounting Standards Codification (“ASC”) Topic NO5, 860-20-25 and 860-20-40 to record the sale. The fair value of the transaction was measured at the 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).

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 of Barefoot Science. This entity is currently in default with 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 Company’s corporate operations based in Toronto, Ontario, Canada.

On February 28, 2013, the Company entered into a Memorandum of Understanding to purchase 44% of Zaktek Ltd. (“Zaktek”).  Zaktek’s main product is the phonepad+, an Apple Inc. approved tablet device that works with smartphones, 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.

On June 11, 2013, the Company then purchased 100% of South Hill Ltd., an English private limited company, which owns approximately 19% of Zaktek.

7

NOTE 2 - GOING CONCERN

The accompanying consolidated 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. For the period October 21, 2009 (inception of development stage) to November 30, 2013, the Company incurred losses from operations of $16,187,724. 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 consolidated 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 consolidated 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 Topic NO. 915-10-05 and has recognized minimal revenue and devotes substantially all of its efforts on consumer electronic businesses. Its planned principal operations in developing its sports business have commenced. All losses accumulated since October 21, 2009 have been considered as part of the Company's development stage activities.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated 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 consolidated financial statements include the active entity of DoMark International, Inc. and its wholly owned subsidiaries, DoMark Canada, Inc., Solawerks, Inc., Musclefoot, Inc., and South Hill Ltd. The Company has relied upon the guidance provided by ASC Topic NO.810-10-15-3.

8

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 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 November 30 and May 31, 2013, 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. Dilutive securities having an anti-dilutive effect on diluted net loss per common share are excluded from the calculation.

For the six months ended November 30, 2013 and 2012, diluted common shares outstanding excluded the following dilutive securities as the effect of their inclusion was anti-dilutive:

	Six Months Ended November 30
	2013		2012
Convertible notes payable				-
Series A convertible preferred stock		50,000,000		50,000,000
Warrants		850,000		350,000
Total				50,350,000

INTANGIBLE ASSETS

Intangible assets are carried at cost less accumulated amortization. Amortization is recorded over the estimated useful lives of the respective assets.

9

IMPAIRMENT OF LONG-LIVED ASSETS

In accordance with ASC Topic No. 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 Topic No. 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 stock options, 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 Topic No. 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 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 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.

NOTE 5 – INVESTMENTS

Investments consist of:

	November 30, 2013		May 31, 2013
Imagic Ltd. - 31% equity interest - at cost (7,500,000 shares of DoMark common stock - $697,500, cash -$120,194, loans payable -$100,000)	$	917,694	$	-
Barefoot Science Products & Services Inc. - 15% equity interest		14,765		5,000
Total	$	932,459	$	361,000

10

On July 22, 2013, the Company closed on the acquisition of a 19% equity interest n Imagic Ltd. (“Imagic”). Imagic is a privately owned company registered in Gibraltar which owns proprietary product designs for its Digilink and Game Control products. Imagic shares are not quoted or traded on any securities exchange or in any recognized over-the counter market. Accordingly, it is not practicable to estimate the fair value of this investment.

On January 25, 2013, the Company executed an agreement with Barefoot Science Products & Services Inc. (“Barefoot Science”) which cancelled the Marketing and Distribution Agreement dated June 20, 2012 and which provided the Company a 15% equity interest in Barefoot Science. As a result, the Company recognized an impairment charge of $4,605,480 in the year ended May 31, 2013 to write off the remaining unamortized prepaid license fees at February 28, 2013 ($4,605,480) and to record the estimated fair value of the 15% equity interest in Barefoot Science at $5,000. Barefoot Science has developed a patented foot strengthening system through insertion of an insole system or by incorporation right into the design of shoes. Barefoot Science shares are not quoted or traded on any securities exchange or in any recognized over-the counter market. Accordingly, it is not practicable to estimate the fair value of this investment.

NOTE 6 – LOANS PAYABLE TO CONSULTANTS AND STOCKHOLDERS

Loans payable to consultants and stockholders consist of:
	November 30, 2013		May 31, 2013
Consultant and stockholder		79,800		7,800
Former chairman of DoMark		49,000		-
Chairman of Barefoot Science and affiliate		33,500		-
Consultant		26,996		-
Consultant		16,097		37,488
Consultant		2,602		-
Total	$	207,995	$	29,088

The loans are informal and do not provide for interest or a stated maturity date.

NOTE 7 – CONVERTIBLE NOTES PAYABLE

At November 30, 2013, convertible notes payable consisted of

Date of Note	Noteholder	Interest Rate			Maturity date	Principal Amount			Unamortized Debt Discount		Net Carrying Amount
06/11/13	Asher Enterprises, Inc.		8	%	03/03/14		32,500	(a)		19,560		12,940
08/01/13	Continental Equities, LLC		12	%	08/01/14		30,000	(b)		28,550		1,450
08/05/13	JSJ Investments, Inc.		10	%	02/05/14		25,000	(c)		24,811		189
08/07/13	JMJ Financial Inc.		12	%	08/07/14		50,000	(d)		28,610		21,390
08/13/13	Black Mountain Equities, Inc.		10	%	05/13/14		50,000	(e)		41,152		8,848
08/26/13	Redwood Fund III		12	%	02/28/14		95,000	(f)		92,334		2,666
09/10/13	Asher Enterprises, Inc.		8	%	06/10/14		32,5010	(a)		32,353		147
10/09/13	JSJ Investments, Inc.		10	%	04/09/14		25,000			24,234		766
10/31/13	Iconic Holdings, LLC		10	%	10/31/14		30,000			29,955		45
10/31/13	Iconic Holdings, LLC		10	%	10/31/14		14,677			101		14,576
11/08/13	Iconic Holdings, LLC		10	%	11/08/14		30,000			29,955		145
11/26/13	Asher Enterprises, Inc.		8	%	08/26/14		425,000			34,366		8,134
Totals						$	457,177		$	385,981	$	71,196

11

Legend

(a)  At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 55% of the average of the two lowest closing prices during the 15 trading days prior to the notice of conversion.

(b)  At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 50% of the average of the three lowest closing prices during the 30 trading days prior to the notice of conversion.

(c)  At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.081 or 50% of the average of the three lowest closing prices during the 10 trading days prior to the notice of conversion.

(d)  At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.085 or 60% of the lowest closing price during the 25 trading days prior to the notice of conversion.

(e)  At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.08 or 50% of the lowest closing price during the 10 trading days prior to the notice of conversion.

(f)  At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.0725 or 34% of the lowest closing price during the 20 trading days prior to the notice of conversion.

(g)  At noteholder’s option, the principal amount (and accrued interest) are co

At August 31, 2013 and May 31, 2013, accrued interest payable on convertible notes payable (included in accounts payable and accrued expenses) was $0 and $0, respectively.

For the three months ended August 31, 2013, interest expense includes accretion of debt discounts (relating to beneficial conversion features) on convertible notes payable of $3,518.

Derivative Liability for Convertible Notes Payable

The convertible notes issued in 2013 (with a total principal amount of $354,000) all contain a provision that the conversion price is to be reduced in the event that we are deemed to have sold or issued any shares of common stock for a consideration price per share less than the conversion price. Accordingly, in accordance with EITF Issue No. 07-05, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock”, we charged the option value of these convertible notes at the respective dates of issuance (totaling $544,962) to debt discounts for the intrinsic value of the embedded beneficial conversion features (limited to the principal amount of the notes) in these notes (totaling $330,196), which are expensed over the terms of the respective notes to increase the carrying values to principal amounts, and to “income (loss) from revaluation of derivative liability for convertible notes” ($214,766) and credited $544,962 to “derivative liability for convertible notes payable”. Each quarter, the option value of these convertible notes is remeasured and changes are reflected within the “Statement of Operations” as “income (loss) from revaluation of derivative liability for convertible notes”. Option values were calculated using the Black-Scholes option pricing model and the following assumptions: Stock prices ranging from $________to $________ per share, strike prices ranging from $________ to $________ per share; risk-free interest rates ranging from __% to __%, terms ranging from ___days to ___days, and expected volatility ranging from ___% to ___%.

12

Below is a reconciliation of the change in option values from January 30, 2013 to August 31, 2013:

		Principal Amount of Convertible Note Payable			Option Value
Issuance of convertible notes with EITF 07-05 provision:
January 30,2013	($17,256 charged to operations)	$	53,000		$	67,256
April 15, 2013	($9,717charged to operations)		32,500			37,658
Total			85,500			104,914
Revaluation of derivative liability charged (credited) to operations:
Three months ended February 28, 2013			-			-
Three months ended May 31, 2013			-			132,664
Total			-			132,664
Balance, May 31, 2013:			85,500			237,578
Issuance of convertible notes with EITF 07-05 provision:
June 11, 2013	($6,647 charged to operations)		32,500			38,359
August 1, 2013	($7,703 charged to operations)		30,000			37,672
August 5, 2013	($6,998 charged to operations)		25,000			31,967
August 7, 2013	($30,500 charged to operations)		50,000			63,788
August 13, 2013	($36,359 charged to operations)		50,000			81,818
August 26, 2013	($91,454 charged to operations)		95,000			186,444
Total			282,500			440,048
Conversion of $14,000 principal amount of January 30, 2013 $53,000 convertible note into 389,972 shares of common stock on August 28, 2013			(14,000	)		(13,727	)
Revaluation of derivative liability charged (credited) to operations:
Three months ended August 31, 2013			-			(143,046	)
Balance, August 31, 2013		$	354,000		$	520,853

13

NOTE 8.  STOCKHOLDERS’ EQUITY

SERIES A CONVERTIBLE PREFERRED STOCK

EACH SHARE OF Series A Convertible Stock has 1000 voting rights and is convertible into 1000 shares of common stock

COMMON STOCK ISSUANCES

On September 18, 2013, the Company issued 856,164 shares of common stock in satisfaction of $14,500 loan payable

On October 9, 2013, the Company issued 1,000,000 shares of common stock for consulting services

On October 10, 2013, the Company issued 250,000 shares of common stock for consulting services

On November 4, 2013, the Company issued 903,261 shares of common stock in satisfaction of $14,750 of loan payable

On November 4, 2013, the Company issued 1,153,846 shares of common stock in satisfaction of $33,750 loan payable

On November 4, 2013, the Company issued 3,500,000 shares of common stock in satisfaction of $52,500 loan payable

On November 12, 2013, the Company issued 1,630,435 shares of common stock in satisfaction of $18,750 loan payable

On November 14, 2013, the Company issued 3,999,200 shares of common stock in satisfaction of $13,197 loan payable

On November 15, 2013, the Company issued 175,000 shares of common stock for consulting services

On November 19, 2013, the Company issued 3,456,597 shares of common stock in satisfaction of $18,750 loan payable

On November 19, 2013, the Company issued 8,850,572 shares of common stock in satisfaction of $27,874 loan payable

14

Warrants to Purchase Common Stock

A summary of warrant activity for the year ended May 31, 2013 and for the  six months ended November 30, 2013 follows:

			Weighted
	Number of		Average Exercise
	Warrants		Price
Outstanding at May 31, 2013		850,000		.42
Granted		-		-
Exercised		-		-
Cancelled		-		-
Outstanding at May 31, 2013		850,000		.42
Granted		-		.42
Exercised		-		-
Cancelled		-		-
Outstanding November 30, 2013		850,000		.42

Warrants outstanding at November 30, 2013 consist of:

	# of outstanding		Exercise Price		Expiration Date
Date Granted
May 25, 2012		100,000		1.00	May 25, 2015
June 12, 2012		150,000		1.00	June 12, 2015
June 26, 2012		100,000		1.00	June 26, 2015
January 13, 2013		500,000		1.00	January 1, 2015
Totals		850,000

15

NOTE 9.  COMMITMENTS and CONTINGENCIES

License Agreements

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 license fee of $10,000, and for the future payment of royalties of $5.00 per SolaPad unit sold, Xiamen granted an exclusive worldwide license and joint patent rights to the Company for a solar charging case for IPAD, including IPAD 3. The license under the Agreement expires December31, 2018

On April 19, 2013, our subsidiary DoMark Canad, Inc. executed an agreement with Bioharmonics Technologies Cop ( “Bioharmonics”0. The agreement provided for the acquisition of certain inventions and related patents and patent applications in exchange for 500,000 shares of Domark common stock ( which was delivered April 19, 2013 and valued at $40,000) and $30,000 cash payable no later than October 17, 2013 ( which was satisfied through delivery of an additional 500,000 shares of Domark common stock to Bioharmonics on August 15, 2013 valued at $35,500) The agreement also provides for a royalty obligation to Bioharmonics equal to 10% of the wholesale price for each unit using the infrared solar charging.

Employment Agreements

On May 25, 2012, the Company entered into an employment agreement with its non exec chairman, Brent Strassler, for an indefinite period or until terminated. Mr. Strassler is entitles to an annual salary of $150,000 and 100,000 stock purchase warrants exercisable to purchase common stock 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. Strassler is to be enrolled in a long term Executive Option Plan and is entitled to term life insurance in the face amount of $2,500,000, payable to the beneficiary designated by Mr. Strassler.

On June 15, 2012, the Company entered into an employment agreement with its Chief Executive Officer Andrew Ritchie, for an indefinite period or until terminated. Mr Ritchie is entitled to an annual salary of $240,000, and 150,000 stock purchase warrants exercisable to purchase shares of common stock of the Company at $1.00 per share. The warrants are exercisable over a three year period and can be vested quarterly on a pro rata basis over twelve months from the date of issue. Additionally Mr. Ritchie is to be enrolled in a long term Executive option Plan and is entitled to a term life insurance in the face amount of $2,500,000 payable to the beneficiary designated by Mr. Ritchie.

Lease Agreement

On August 1,2013 the Company entered into an office lease in Toronto, Ontario, Canada for a five year period. The future lease commitments on this lease are as follows for the years ended May 31:

May 2014	$	31,500
May 2015	$	54,000
May 2016	$	54,000
May 2017	$	54,000
May 2018	$	31,500
Total	$	225,000

NOTE 10 – SUBSEQUENT EVENTS

On December 3, 2013, the Company issued 8,000,000 shares of common stock (valued at $180,000) to Meadow Grove Ltd. in connection with the acquisition of an additional 9% equity interest in Imagic Ltd. (increasing its ownership to a 40% equity interest). See Note 5.

16

ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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-Q.

RECENT DEVELOPMENTS

The main operations of the Company have been to search, negotiate and acquire ownership interests in companies with products at an advanced stage of their development or products already in production.

During this quarter the Company has become SEC complaint, with full reporting of all statements.

The Company has dramatically decreased its on going trade debt to a minimum, by issuing convertible note instruments.

The packaging for the SmartLink tm product will be completed, and the Company is anticipating a first Quarter (1st "Q") release of the product.

The Power+ charger has been delayed until the 1st quarter (2014). This was primarily due to specification standard requirements, and packaging design and completion. the Company anticipates an early 1st quarter (2014) product release.

The Company is in negotiations with an extremely large worldwide distributor for the Power+ charger, and is moving forward with its progress. The packaging is being set up for final design for the product launch.

The Company is in negotiations with two European distributors, and the rights with two pioneering future business opportunities.

Thomas Crompton has been appointed the new CFO of Domark international, serving in a financial capacity.

The Company increased its authorized common shares by 300 million with the Secretary of State of Nevada.

LIQUIDITY AND CAPITAL RESOURCES

Our operating requirements have been funded primarily through financing facilities, sales of our common stock, and loans from shareholders and 3rd party financiers. Currently, the Company's cash flows do not adequately support the operating expenses of the Company. We received $0 in the six months ended November 30, 2013 from the sale of our common stock. The Company will continue to require financing from loans and notes payable until such time as our business has generated income sufficient to carry our operating costs.

Cash used by operating activities for the six month period ended November 30, 2013 was $486,698 compared to $203,374 for the same period 2012. Stock-based compensation for the six month period ended November 30, 2013 was $513,675 as compared to $707,461 for the six month period ended November 30, 2012.

Cash used in investing activities was $170,352 for the six month period ended November 30, 2013 compared to $0 for the six month period ended November 30, 2012. Cash provided by financing activities was $656,992 for the six month period ended November 30, 2013 versus $157,437 for the six month period ended November 30, 2012. Financing activities consisted of cash received from related parties and notes payable.

17

OTHER CONSIDERATIONS

There are numerous factors that affect the Company's 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 services, the level and intensity of competition, and our ability to continue to improve our infrastructure, including personnel and systems, to keep pace with our anticipated rapid growth in the development of our business.

RESULTS OF OPERATIONS

THREE MONTHS QUARTER ENDED NOVEMBER 30, 2013 VS. NOVEMBER 30, 2012

The Company had no revenues for the quarter ended November 30, 2013. The same period in 2012 had sales of $16,193.

Total operating expenses for the quarter ended November 30, 2013 were $319,769 compared to $942,123 for the same quarter period in 2012. The decrease is primarily due to the absence of any amortization of Barefoot-Science license fee in 2013 ($500,000 in 2012).

The net loss for the quarter amounted to $519,534 and a net loss per share of $0.01 vs. a net loss of $962,354 and a net loss per share of $0.03 for the same 3 month period in 2012.

SIX MONTHS ENDED NOVEMBER 30, 2013 VS. NOVEMBER 30, 2012

The Company had no revenues for the six months ended November 30, 2013. The same period in 2012 had sales of $36,538.

Total operating expenses for the six months ended November 30, 2013 were $1,033,397 compared to $2,121,520 for the same six month period in 2012. The decrease is primarily due to the absence of any amortization of Barefoot-Science license fee in 2013 ($894,520 in 2012).

The net loss for the six months amounted to $1,283,144 and a net loss per share of $0.02 vs. a net loss of $2,149,153 and a net loss per share of $0.07 for the same 6 month period in 2012.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4 - CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE 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, November 30, 2013. 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 November 30, 2013

18

Our principal executive officer and our principal financial officer, are responsible for establishing and maintaining adequate internal controls 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 not effective as of November 30, 2013.

There were no changes in our internal control over financial reporting that occurred during the period ended November 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Controls have been put in place for daily operations which will allow for controlled cash management and oversite.

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.

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 reevaluate this situation.

19

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None outstanding at November 30, 2013.

ITEM 1A - RISK FACTORS

Not required.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the interim period ended November 30, 2013.

ITEM 4 - MINE SAFETY DISCLOSURE

None.

ITEM 5 - OTHER INFORMATION

None.

20

ITEM 6 - EXHIBITS

Exhibit

No.	Document Description
31.1	Certification of Ceo Pursuant to 18 U.s.c. Section 1350, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	as Adopted
31.2	Certification of Cfo Pursuant to 18 U.s.c. Section 1350, Pursuant to Section 302 of the Sarbanes-oxley Act of 2002.	as Adopted
32.1*	Certification of Ceo Pursuant to 18 U.s.c. Section 1350, Pursuant to Section 906 of the Sarbanes-oxleyact of 2002.	as Adopted
32.2*	Certification of Cfo Pursuant to 18 U.s.c. Section 1350, Pursuant to Section 906 of the Sarbanes-oxleyact of 2002.	as Adopted
101	Interactive data files pursuant to Rule 405 of Regulation S-T.

* This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

21

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

		DOMARK INTERNATIONAL, INC.
		REGISTRANT
Date: January 14, 2014	By:	/s/ Andrew Ritchie
		Andrew Ritchie
		Chief Executive Officer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the undersigned on behalf of the registrant and in the capacities indicated on the 14th day of January 2014.

By:	/s/ Andrew Ritchie
	Andrew Ritchie
	Chief Executive Officer and Chief Financial Officer

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULES 13A-14 AND 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934

I, Andrew Ritchie, certify that:

1. I have reviewed this annual report on Form 10-Q 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 controls 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 evaluation; 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 (the small business issuer's fourth fiscal quarter in the case of an annual report) 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.

January 14, 2014	By:	/s/ Andrew Ritchie
		Andrew Ritchie
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULES 13A-14 AND 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934

I, Thomas Crompton, certify that:

1. I have reviewed this annual report on Form 10-Q 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 controls 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 evaluation; 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 (the small business issuer's fourth fiscal quarter in the case of an annual report) 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.

January 14, 2014	By:	/s/ Thomas Crompton
		Thomas Crompton
		Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DoMark International, Inc. (the "Company") on Form 10-Q for the period ended November 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Andrew Ritchie, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, That to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

January 14, 2014	By:	/s/ Andrew Ritchie
		Andrew Ritchie
		Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DoMark International, Inc. (the "Company") on Form 10-Q for the period ended November 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas Crompton, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, That to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

January 14, 2014	By:	/s/ Thomas Crompton
		Thomas Crompton
		Principal Financial Officer

XML

Commitments and Contingencies (Details) (USD $)	May 31, 2013
Commitments And Contingencies Details
May 2014	$ 31,500
May 2015	54,000
May 2016	54,000
May 2017	54,000
May 2018	31,500
Total	$ 225,000

XML

Investments (Details) (USD $)	Nov. 30, 2013	May 31, 2013
Investments Details
Imagic Ltd. - 31% equity interest - at cost (7,500,000 shares of DoMark common stock - $697,500, cash -$120,194, loans payable -$100,000)	$ 917,694
Barefoot Science Products & Services Inc. - 15% equity interest	14,765	5,000
Total	$ 932,459

XML

Summary of Significant Accounting Policies

6 Months Ended

Nov. 30, 2013

Notes to Financial Statements

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 Topic NO. 915-10-05 and has recognized minimal revenue and devotes substantially all of its efforts on consumer electronic businesses. Its planned principal operations in developing its sports business have commenced. All losses accumulated since October 21, 2009 have been considered as part of the Company's development stage activities.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated 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 consolidated financial statements include the active entity of DoMark International, Inc. and its wholly owned subsidiaries, DoMark Canada, Inc., Solawerks, Inc., Musclefoot, Inc., and South Hill Ltd. The Company has relied upon the guidance provided by ASC Topic NO.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 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 November 30 and May 31, 2013, 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. Dilutive securities having an anti-dilutive effect on diluted net loss per common share are excluded from the calculation.

For the six months ended November 30, 2013 and 2012, diluted common shares outstanding excluded the following dilutive securities as the effect of their inclusion was anti-dilutive:

	Six Months Ended November 30
	2013		2012
Convertible notes payable				-
Series A convertible preferred stock		50,000,000		50,000,000
Warrants		850,000		350,000
Total				50,350,000

INTANGIBLE ASSETS

Intangible assets are carried at cost less accumulated amortization. Amortization is recorded over the estimated useful lives of the respective assets.

IMPAIRMENT OF LONG-LIVED ASSETS

In accordance with ASC Topic No. 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 Topic No. 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 stock options, 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 Topic No. 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 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 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.

XML

Convertible Notes Payable (Details 1) (USD $)	3 Months Ended	4 Months Ended
	Aug. 31, 2013	May 31, 2013
Principal Amount of Convertible Note Payable [Member]
Issuance of convertible notes on January 30,2013		$ 53,000
Issuance of convertible notes on April 15, 2013		32,500
Issuance of convertible notes from January 30, 2013 to May 31, 2013		85,500
Revaluation of derivative liability charged for Three months ended February 28, 2013
Revaluation of derivative liability charged for Three months ended May 31, 2013
Revaluation of derivative liability charged from January 30, 2013 to May 31, 2013
Balance, May 31, 2013		85,500
Issuance of convertible notes on June 11, 2013	32,500
Issuance of convertible notes on August 1, 2013	30,000
Issuance of convertible notes on August 5, 2013	25,000
Issuance of convertible notes on August 7, 2013	50,000
Issuance of convertible notes on August 13, 2013	50,000
Issuance of convertible notes on August 26, 2013	95,000
Issuance of convertible notes from June 1, 2013 to August 31, 2013	282,500
Conversion of $14,000 principal amount of January 30, 2013 $53,000 convertible note into 389,972 shares of common stock on August 28, 2013	(14,000)
Revaluation of derivative liability charged for Three months ended August 31, 2013
Balance, August 31, 2013	354,000
Option Value [Member]
Issuance of convertible notes on January 30,2013		67,256
Issuance of convertible notes on April 15, 2013		37,658
Issuance of convertible notes from January 30, 2013 to May 31, 2013		104,914
Revaluation of derivative liability charged for Three months ended February 28, 2013
Revaluation of derivative liability charged for Three months ended May 31, 2013		132,664
Revaluation of derivative liability charged from January 30, 2013 to May 31, 2013		132,664
Balance, May 31, 2013		237,578
Issuance of convertible notes on June 11, 2013	38,359
Issuance of convertible notes on August 1, 2013	37,672
Issuance of convertible notes on August 5, 2013	31,967
Issuance of convertible notes on August 7, 2013	63,788
Issuance of convertible notes on August 13, 2013	81,818
Issuance of convertible notes on August 26, 2013	186,444
Issuance of convertible notes from June 1, 2013 to August 31, 2013	440,048
Conversion of $14,000 principal amount of January 30, 2013 $53,000 convertible note into 389,972 shares of common stock on August 28, 2013	(13,727)
Revaluation of derivative liability charged for Three months ended August 31, 2013	(143,046)
Balance, August 31, 2013	$ 520,853

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Convertible Notes Payable (Details) (USD $)	Nov. 30, 2013		May 31, 2013
Principal Amount	$ 457,177
Unamortized Debt Discount	385,981		59,301
Net Carrying Amount	71,196		148,691
Asher Enterprises Inc. [Member]
Date of Note	2013-06-11
Interest Rate	8.00%
Maturity date	2014-03-03
Principal Amount	32,500	[1]
Unamortized Debt Discount	19,560
Net Carrying Amount	12,940
Continental Equities LLC [Member]
Date of Note	2013-08-01
Interest Rate	12.00%
Maturity date	2014-08-01
Principal Amount	30,000	[2]
Unamortized Debt Discount	28,550
Net Carrying Amount	1,450
JSJ Investments Inc. [Member]
Date of Note	2013-08-05
Interest Rate	10.00%
Maturity date	2014-02-05
Principal Amount	25,000	[3]
Unamortized Debt Discount	24,811
Net Carrying Amount	189
JMJ Financial Inc. [Member]
Date of Note	2013-08-07
Interest Rate	12.00%
Maturity date	2014-08-07
Principal Amount	50,000	[4]
Unamortized Debt Discount	28,610
Net Carrying Amount	21,390
Black Mountain Equities Inc. [Member]
Date of Note	2013-08-13
Interest Rate	10.00%
Maturity date	2014-05-13
Principal Amount	50,000	[5]
Unamortized Debt Discount	41,152
Net Carrying Amount	8,848
Redwood Fund III [Member]
Date of Note	2013-08-26
Interest Rate	12.00%
Maturity date	2014-02-28
Principal Amount	95,000	[6]
Unamortized Debt Discount	92,334
Net Carrying Amount	2,666
Asher Enterprises Inc One [Member]
Date of Note	2013-09-10
Interest Rate	8.00%
Maturity date	2014-06-10
Principal Amount	32,500	[1]
Unamortized Debt Discount	32,353
Net Carrying Amount	147
JSJ Investments Inc. One [Member]
Date of Note	2013-10-09
Interest Rate	10.00%
Maturity date	2014-04-09
Principal Amount	25,000
Unamortized Debt Discount	24,234
Net Carrying Amount	766
Iconic Holdings, LLC [Member]
Date of Note	2013-10-31
Interest Rate	10.00%
Maturity date	2014-10-31
Principal Amount	30,000
Unamortized Debt Discount	29,955
Net Carrying Amount	45
Iconic Holdings, LLC One [Member]
Date of Note	2013-10-31
Interest Rate	10.00%
Maturity date	2014-10-31
Principal Amount	14,677
Unamortized Debt Discount	101
Net Carrying Amount	14,576
Iconic Holdings, LLC Two [Member]
Date of Note	2013-11-08
Interest Rate	10.00%
Maturity date	2014-11-08
Principal Amount	30,000
Unamortized Debt Discount	29,955
Net Carrying Amount	145
Asher Enterprises Inc. Two [Member]
Date of Note	2013-11-26
Interest Rate	8.00%
Maturity date	2014-08-26
Principal Amount	42,500	[1]
Unamortized Debt Discount	34,366
Net Carrying Amount	$ 8,134

[1] (a) At noteholders option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 55% of the average of the two lowest closing prices during the 15 trading days prior to the notice of conversion.

[2] (b) At noteholders option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 50% of the average of the three lowest closing prices during the 30 trading days prior to the notice of conversion.

[3] (c) At noteholders option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.081 or 50% of the average of the three lowest closing prices during the 10 trading days prior to the notice of conversion.

[4] (d) At noteholders option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.085 or 60% of the lowest closing price during the 25 trading days prior to the notice of conversion.

[5] (e) At noteholders option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.08 or 50% of the lowest closing price during the 10 trading days prior to the notice of conversion.

[6] (f) At noteholders option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.0725 or 34% of the lowest closing price during the 20 trading days prior to the notice of conversion.

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Shareholders Equity (Details) (USD $)	6 Months Ended	12 Months Ended
	Nov. 30, 2013	May 31, 2013
Shareholders Equity Details
Outstanding Number of Warrants, Beginning Balance	850,000	850,000
Granted
Exercised
Cancelled
Outstanding Number of Warrants, Ending Balance	850,000	850,000
Weighted Average Exercise Price, Beginning Balance	$ 0.42	$ 0.42
Granted	$ 0.42
Exercised
Cancelled
Weighted Average Exercise Price, Ending Balance	$ 0.42	$ 0.42

XML

Stockholders Equity (Details 1) (USD $)	Nov. 30, 2013	May 31, 2013	May 31, 2012	Nov. 30, 2013 Warrant [Member]	Aug. 31, 2013 Warrant One [Member]	Nov. 30, 2013 Warrant Two [Member]	Nov. 30, 2013 Warrant Three [Member]
Date Granted				May 25, 2012	Jun. 12, 2012	Jun. 26, 2012	Jan. 13, 2013
Number Of Warrant Outstanding	850,000	850,000	850,000	100,000	150,000	100,000	500,000
Exercise price				$ 1.00	$ 1.00	$ 1.00	$ 1.00
Expiration Date				May 25, 2015	Jun. 12, 2015	Jun. 26, 2015	Jan. 01, 2015

XML

Basis of Presentation

6 Months Ended

Nov. 30, 2013

Notes to Financial Statements

Note 3 - Basis of Presentation

The audited consolidated 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.

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Shareholders Equity (Details Narrative) (USD $)	Nov. 30, 2013	May 31, 2013
Common Stock, shares issued	100,204,129	54,615,298
Sep 18, 2013 [Member]
Common Stock, shares issued	856,164
Loan payable	$ 14,500
Oct 09, 2013 [Member]
Common Stock, shares issued	1,000,000
Oct 10, 2013 [Member]
Common Stock, shares issued	250,000
Nov 04, 2013 One [Member]
Common Stock, shares issued	903,261
Loan payable	14,750
Nov 04, 2013 Two [Member]
Common Stock, shares issued	1,153,846
Loan payable	33,750
Nov 04, 2013 Three [Member]
Common Stock, shares issued	3,500,000
Loan payable	52,500
Nov 12, 2013 [Member]
Common Stock, shares issued	1,630,435
Loan payable	18,750
Nov 14, 2013 [Member]
Common Stock, shares issued	3,999,200
Loan payable	13,197
Nov 15, 2013 [Member]
Common Stock, shares issued	175,000
Nov 19, 2013 One [Member]
Common Stock, shares issued	3,456,597
Loan payable	18,750
Nov 19, 2013 Two [Member]
Loan payable	$ 8,850,572

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Consolidated Balance Sheets (USD $)	Nov. 30, 2013	May 31, 2013
CURRENT ASSETS
Cash and cash equivalents	$ (38)	$ 20
Prepaid expenses	17,822	17,823
TOTAL CURRENT ASSETS	17,784	17,843
INVESTMENTS	932,459
OTHER ASSETS
Loan receivable from consultant	36,203
Patents	75,500	40,000
License, net of accumulated amortization of $2,548 and $1,828, respectively	7,462	8,182
TOTAL OTHER ASSETS	119,165	48,182
TOTAL ASSETS	1,069,408	66,025
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable & accrued expenses	241,482	209,179
Loans payable to consultants and stockholders	207,995	45,288
Convertible notes payable (net of unamortized discounts of $385,981 and $59,301, respectively)	71,196	148,691
Derivative liability for convertible notes payable	697,572	237,578
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES	1,218,245	640,736
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value, authorized 10,000,000 shares: Series A convertible preferred stock - issued and outstanding 50,000 shares	50	50
Common stock, $0.001 par value, authorized 200,000,000 shares: issued and outstanding 100,204,129 and 54,615,298 shares, respectively	100,204	54,615
Common stock payable	858,000	858,000
Additional paid-in capital	42,479,869	40,816,440
Accumulated deficit	(26,850,830)	(26,850,830)
Accumulated deficit during development stage	(16,736,130)	(15,452,986)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(148,837)	(574,711)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 1,069,408	$ 66,025

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Description of Business

6 Months Ended

Nov. 30, 2013

Notes to Financial Statements

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. During 2008 and 2009, the Company acquired several operating businesses. On May 21, 2009, the Company entered into an acquisition agreement (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.

On March 5, 2012, the Company entered into an Asset Purchase Agreement with its then controlling shareholder, R. Thomas Kidd, for the sale of the Company’s subsidiary Armada Armada/The Golf Championships and certain assets related thereto. The Company relied upon Accounting Standards Codification (“ASC”) Topic NO5, 860-20-25 and 860-20-40 to record the sale. The fair value of the transaction was measured at the 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).

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 of Barefoot Science. This entity is currently in default with 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 Company’s corporate operations based in Toronto, Ontario, Canada.

On February 28, 2013, the Company entered into a Memorandum of Understanding to purchase 44% of Zaktek Ltd. (“Zaktek”).  Zaktek’s main product is the phonepad+, an Apple Inc. approved tablet device that works with smartphones, 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.

On June 11, 2013, the Company then purchased 100% of South Hill Ltd., an English private limited company, which owns approximately 19% of Zaktek.

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Commitments and Contingencies (Tables)

6 Months Ended

Nov. 30, 2013

Commitments And Contingencies Tables

Future Lease Commitments

August 1,2013 the Company entered into an office lease in Toronto, Ontario, Canada for a five year period. The future lease commitments on this lease are as follows for the years ended May 31:

May 2014	$	31,500
May 2015	$	54,000
May 2016	$	54,000
May 2017	$	54,000
May 2018	$	31,500
Total	$	225,000

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Summary of Significant Accounting Policies (Details)	6 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Summary Of Significant Accounting Policies Details
Convertible notes payable
Series A convertible preferred stock	50,000,000	50,000,000
Warrants	850,000	350,000
Total		50,350,000

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Going Concern

6 Months Ended

Nov. 30, 2013

Notes to Financial Statements

Note 2 - Going Concern

The accompanying consolidated 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. For the period October 21, 2009 (inception of development stage) to November 30, 2013, the Company incurred losses from operations of $16,187,724. 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 consolidated 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.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Nov. 30, 2013	May 31, 2013
Consolidated Balance Sheets Parenthetical
License, net of accumulated amortization	$ 2,548	$ 1,828
Convertible notes payable net of unamortized discounts	$ 385,981	$ 59,301
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock series A, par value	$ 0.001	$ 0.001
Preferred stock series A, shares authorized	10,000,000	10,000,000
Preferred stock series A, shares issued	50,000	50,000
Preferred stock series A, shares outstanding	50,000	50,000
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	200,000,000	200,000,000
Common Stock, shares issued	100,204,129	54,615,298
Common Stock, shares outstanding	100,204,129	54,615,298

XML

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Nov. 30, 2013

Summary Of Significant Accounting Policies Tables

Net Loss Per Common Share

For the six months ended November 30, 2013 and 2012, diluted common shares outstanding excluded the following dilutive securities as the effect of their inclusion was anti-dilutive:

	Six Months Ended November 30
	2013		2012
Convertible notes payable				-
Series A convertible preferred stock		50,000,000		50,000,000
Warrants		850,000		350,000
Total				50,350,000

XML

Document and Entity Information	6 Months Ended
	Nov. 30, 2013
Document And Entity Information
Entity Registrant Name	Domark International Inc.
Entity Central Index Key	0001365160
Document Type	10-Q
Document Period End Date	Nov. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding	100,204,129
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2014

XML

Investments (Tables)

6 Months Ended

Nov. 30, 2013

Investments Tables

Investments

Investments consist of:

	November 30, 2013		May 31, 2013
Imagic Ltd. - 31% equity interest - at cost (7,500,000 shares of DoMark common stock - $697,500, cash -$120,194, loans payable -$100,000)	$	917,694	$	-
Barefoot Science Products & Services Inc. - 15% equity interest		14,765		5,000
Total	$	932,459	$	361,000

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Consolidated Statements Of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended		49 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013
Consolidated Statements Of Operations
Sales		$ 16,193		$ 36,538	$ 57,864
Cost of sales		6,164		29,141	80,284
Gross profit		10,029		7,397	(22,420)
Operating expenses:
General and administrative	259,559	178,618	519,002	539,267	2,191,884
Stock-based compensation	59,850	296,911	513,675	707,491	7,381,191
Research and development					45,609
Amortization of Barefoot-Science license fee		500,000		894,520	1,394,520
Impairment of Barefoot-Science license fee					4,605,480
Depreciation expense	360	364	720	2,983	15,261
Impairment of other assets					20,000
Bad debt expenses		456		1,456	101,456
Loss (income) on settlement of debt		(24,197)		(24,197)	409,903
Total operating expenses	319,769	952,152	1,033,397	2,121,520	16,165,304
Loss from operations	(319,769)	(942,123)	(1,033,397)	(2,114,123)	(16,187,724)
Other income (expense):
Other income					29,567
Revaluation of derivative liability for convertible notes	(176,720)		(161,744)		(399,322)
Interest expense	(23,045)	(20,231)	(88,003)	(35,030)	(178,651)
Total other income (expense)	(199,765)	(20,231)	(249,747)	(35,030)	(548,406)
Net loss	$ (519,534)	$ (962,354)	$ (1,283,144)	$ (2,149,153)	$ (16,736,130)
Net loss per common share, basic and diluted	$ (0.01)	$ (0.03)	$ (0.02)	$ (0.07)
Weighted average common shares outstanding	87,316,592	29,540,298	75,919,384	29,508,922

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Convertible Notes Payable

6 Months Ended

Nov. 30, 2013

Notes to Financial Statements

Note 7 - Convertible Notes Payable

At November 30, 2013, convertible notes payable consisted of

Date of Note	Noteholder	Interest Rate			Maturity date	Principal Amount			Unamortized Debt Discount		Net Carrying Amount
06/11/13	Asher Enterprises, Inc.		8	%	03/03/14		32,500	(a)		19,560		12,940
08/01/13	Continental Equities, LLC		12	%	08/01/14		30,000	(b)		28,550		1,450
08/05/13	JSJ Investments, Inc.		10	%	02/05/14		25,000	(c)		24,811		189
08/07/13	JMJ Financial Inc.		12	%	08/07/14		50,000	(d)		28,610		21,390
08/13/13	Black Mountain Equities, Inc.		10	%	05/13/14		50,000	(e)		41,152		8,848
08/26/13	Redwood Fund III		12	%	02/28/14		95,000	(f)		92,334		2,666
09/10/13	Asher Enterprises, Inc.		8	%	06/10/14		32,500	(a)		32,353		147
10/09/13	JSJ Investments, Inc.		10	%	04/09/14		25,000			24,234		766
10/31/13	Iconic Holdings, LLC		10	%	10/31/14		30,000			29,955		45
10/31/13	Iconic Holdings, LLC		10	%	10/31/14		14,677			101		14,576
11/08/13	Iconic Holdings, LLC		10	%	11/08/14		30,000			29,955		145
11/26/13	Asher Enterprises, Inc.		8	%	08/26/14		42,500			34,366		8,134
Totals						$	457,177		$	385,981	$	71,196

Legend

(a)  At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 55% of the average of the two lowest closing prices during the 15 trading days prior to the notice of conversion.

(b)  At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to 50% of the average of the three lowest closing prices during the 30 trading days prior to the notice of conversion.

(c)  At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.081 or 50% of the average of the three lowest closing prices during the 10 trading days prior to the notice of conversion.

(d)  At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.085 or 60% of the lowest closing price during the 25 trading days prior to the notice of conversion.

(e)  At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.08 or 50% of the lowest closing price during the 10 trading days prior to the notice of conversion.

(f)  At noteholder’s option, the principal amount (and accrued interest) are convertible into shares of DoMark common stock at a conversion price equal to the lower of $0.0725 or 34% of the lowest closing price during the 20 trading days prior to the notice of conversion.

(g)  At noteholder’s option, the principal amount (and accrued interest) are co

At August 31, 2013 and May 31, 2013, accrued interest payable on convertible notes payable (included in accounts payable and accrued expenses) was $0 and $0, respectively.

For the three months ended August 31, 2013, interest expense includes accretion of debt discounts (relating to beneficial conversion features) on convertible notes payable of $3,518.

Derivative Liability for Convertible Notes Payable

The convertible notes issued in 2013 (with a total principal amount of $354,000) all contain a provision that the conversion price is to be reduced in the event that we are deemed to have sold or issued any shares of common stock for a consideration price per share less than the conversion price. Accordingly, in accordance with EITF Issue No. 07-05, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock”, we charged the option value of these convertible notes at the respective dates of issuance (totaling $544,962) to debt discounts for the intrinsic value of the embedded beneficial conversion features (limited to the principal amount of the notes) in these notes (totaling $330,196), which are expensed over the terms of the respective notes to increase the carrying values to principal amounts, and to “income (loss) from revaluation of derivative liability for convertible notes” ($214,766) and credited $544,962 to “derivative liability for convertible notes payable”. Each quarter, the option value of these convertible notes is remeasured and changes are reflected within the “Statement of Operations” as “income (loss) from revaluation of derivative liability for convertible notes”. Option values were calculated using the Black-Scholes option pricing model and the following assumptions: Stock prices ranging from $________to $________ per share, strike prices ranging from $________ to $________ per share; risk-free interest rates ranging from __% to __%, terms ranging from ___days to ___days, and expected volatility ranging from ___% to ___%.

Below is a reconciliation of the change in option values from January 30, 2013 to August 31, 2013:

		Principal Amount of Convertible Note Payable			Option Value
Issuance of convertible notes with EITF 07-05 provision:
January 30,2013	($17,256 charged to operations)	$	53,000		$	67,256
April 15, 2013	($9,717charged to operations)		32,500			37,658
Total			85,500			104,914
Revaluation of derivative liability charged (credited) to operations:
Three months ended February 28, 2013			-			-
Three months ended May 31, 2013			-			132,664
Total			-			132,664
Balance, May 31, 2013:			85,500			237,578
Issuance of convertible notes with EITF 07-05 provision:
June 11, 2013	($6,647 charged to operations)		32,500			38,359
August 1, 2013	($7,703 charged to operations)		30,000			37,672
August 5, 2013	($6,998 charged to operations)		25,000			31,967
August 7, 2013	($30,500 charged to operations)		50,000			63,788
August 13, 2013	($36,359 charged to operations)		50,000			81,818
August 26, 2013	($91,454 charged to operations)		95,000			186,444
Total			282,500			440,048
Conversion of $14,000 principal amount of January 30, 2013 $53,000 convertible note into 389,972 shares of common stock on August 28, 2013			(14,000	)		(13,727	)
Revaluation of derivative liability charged (credited) to operations:
Three months ended August 31, 2013			-			(143,046	)
Balance, August 31, 2013		$	354,000		$	520,853

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Loans Payable to Consultants and Stockholders

6 Months Ended

Nov. 30, 2013

Notes to Financial Statements

NOTE 6 - Loans Payable to Consultants and Stockholders

Loans payable to consultants and stockholders consist of:

	November 30, 2013		May 31, 2013
Consultant and stockholder		79,800		7,800
Former chairman of DoMark		49,000		-
Chairman of Barefoot Science and affiliate		33,500		-
Consultant		26,996		-
Consultant		16,097		37,488
Consultant		2,602		-
Total	$	207,995	$	29,088

The loans are informal and do not provide for interest or a stated maturity date.

XML

Going Concern (Details Narrative) (USD $)	49 Months Ended
	Nov. 30, 2013
Going Concern Details Narrative
Loss from operation	$ 16,187,724

XML

Loans Payable to Consultants and Stockholders (Tables)

6 Months Ended

Nov. 30, 2013

Loans Payable To Consultants And Stockholders Tables

Loans payable to consultants and stockholders

Loans payable to consultants and stockholders consist of:
	November 30, 2013		May 31, 2013
Consultant and stockholder		79,800		7,800
Former chairman of DoMark		49,000		-
Chairman of Barefoot Science and affiliate		33,500		-
Consultant		26,996		-
Consultant		16,097		37,488
Consultant		2,602		-
Total	$	207,995	$	29,088

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Subsequent Events

6 Months Ended

Nov. 30, 2013

Notes to Financial Statements

Note 10 - Subsequent Events

On December 3, 2013, the Company issued 8,000,000 shares of common stock (valued at $180,000) to Meadow Grove Ltd. in connection with the acquisition of an additional 9% equity interest in Imagic Ltd. (increasing its ownership to a 40% equity interest). See Note 5.

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Stockholders Equity

6 Months Ended

Nov. 30, 2013

Notes to Financial Statements

Note 8 - Stockholders Equity

SERIES A CONVERTIBLE PREFERRED STOCK

EACH SHARE OF Series A Convertible Stock has 1000 voting rights and is convertible into 1000 shares of common stock

COMMON STOCK ISSUANCES

On September 18, 2013, the Company issued 856,164 shares of common stock in satisfaction of $14,500 loan payable

On October 9, 2013, the Company issued 1,000,000 shares of common stock for consulting services

On October 10, 2013, the Company issued 250,000 shares of common stock for consulting services

On November 4, 2013, the Company issued 903,261 shares of common stock in satisfaction of $14,750 of loan payable

On November 4, 2013, the Company issued 1,153,846 shares of common stock in satisfaction of $33,750 loan payable

On November 4, 2013, the Company issued 3,500,000 shares of common stock in satisfaction of $52,500 loan payable

On November 12, 2013, the Company issued 1,630,435 shares of common stock in satisfaction of $18,750 loan payable

On November 14, 2013, the Company issued 3,999,200 shares of common stock in satisfaction of $13,197 loan payable

On November 15, 2013, the Company issued 175,000 shares of common stock for consulting services

On November 19, 2013, the Company issued 3,456,597 shares of common stock in satisfaction of $18,750 loan payable

On November 19, 2013, the Company issued 8,850,572 shares of common stock in satisfaction of $27,874 loan payable

Warrants to Purchase Common Stock

A summary of warrant activity for the year ended May 31, 2013 and for the  six months ended November 30, 2013 follows:

			Weighted
	Number of		Average Exercise
	Warrants		Price
Outstanding at May 31, 2013		850,000		.42
Granted		-		-
Exercised		-		-
Cancelled		-		-
Outstanding at May 31, 2013		850,000		.42
Granted		-		.42
Exercised		-		-
Cancelled		-		-
Outstanding November 30, 2013		850,000		.42

Warrants outstanding at November 30, 2013 consist of:

	# of outstanding		Exercise Price		Expiration Date
Date Granted
May 25, 2012		100,000		1.00	May 25, 2015
June 12, 2012		150,000		1.00	June 12, 2015
June 26, 2012		100,000		1.00	June 26, 2015
January 13, 2013		500,000		1.00	January 1, 2015
Totals		850,000

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Commitments and Contingencies

6 Months Ended

Nov. 30, 2013

Notes to Financial Statements

Note 9 - Commitments and Contingencies

License Agreements

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 license fee of $10,000, and for the future payment of royalties of $5.00 per SolaPad unit sold, Xiamen granted an exclusive worldwide license and joint patent rights to the Company for a solar charging case for IPAD, including IPAD 3. The license under the Agreement expires December31, 2018

On April 19, 2013, our subsidiary DoMark Canad, Inc. executed an agreement with Bioharmonics Technologies Cop ( “Bioharmonics”0. The agreement provided for the acquisition of certain inventions and related patents and patent applications in exchange for 500,000 shares of Domark common stock ( which was delivered April 19, 2013 and valued at $40,000) and $30,000 cash payable no later than October 17, 2013 ( which was satisfied through delivery of an additional 500,000 shares of Domark common stock to Bioharmonics on August 15, 2013 valued at $35,500) The agreement also provides for a royalty obligation to Bioharmonics equal to 10% of the wholesale price for each unit using the infrared solar charging.

Employment Agreements

On May 25, 2012, the Company entered into an employment agreement with its non exec chairman, Brent Strassler, for an indefinite period or until terminated. Mr. Strassler is entitles to an annual salary of $150,000 and 100,000 stock purchase warrants exercisable to purchase common stock 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. Strassler is to be enrolled in a long term Executive Option Plan and is entitled to term life insurance in the face amount of $2,500,000, payable to the beneficiary designated by Mr. Strassler.

On June 15, 2012, the Company entered into an employment agreement with its Chief Executive Officer Andrew Ritchie, for an indefinite period or until terminated. Mr Ritchie is entitled to an annual salary of $240,000, and 150,000 stock purchase warrants exercisable to purchase shares of common stock of the Company at $1.00 per share. The warrants are exercisable over a three year period and can be vested quarterly on a pro rata basis over twelve months from the date of issue. Additionally Mr. Ritchie is to be enrolled in a long term Executive option Plan and is entitled to a term life insurance in the face amount of $2,500,000 payable to the beneficiary designated by Mr. Ritchie.

Lease Agreement

On August 1,2013 the Company entered into an office lease in Toronto, Ontario, Canada for a five year period. The future lease commitments on this lease are as follows for the years ended May 31:

May 2014	$	31,500
May 2015	$	54,000
May 2016	$	54,000
May 2017	$	54,000
May 2018	$	31,500
Total	$	225,000

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Nov. 30, 2013

Summary Of Significant Accounting Policies 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 Topic NO. 915-10-05 and has recognized minimal revenue and devotes substantially all of its efforts on consumer electronic businesses. Its planned principal operations in developing its sports business have commenced. All losses accumulated since October 21, 2009 have been considered as part of the Company's development stage activities.

Principles of Consolidation

The accompanying consolidated 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 consolidated financial statements include the active entity of DoMark International, Inc. and its wholly owned subsidiaries, DoMark Canada, Inc., Solawerks, Inc., Musclefoot, Inc., and South Hill Ltd. The Company has relied upon the guidance provided by ASC Topic NO.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 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 November 30 and May 31, 2013, 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. Dilutive securities having an anti-dilutive effect on diluted net loss per common share are excluded from the calculation.

For the six months ended November 30, 2013 and 2012, diluted common shares outstanding excluded the following dilutive securities as the effect of their inclusion was anti-dilutive:

	Six Months Ended November 30
	2013		2012
Convertible notes payable				-
Series A convertible preferred stock		50,000,000		50,000,000
Warrants		850,000		350,000
Total				50,350,000

Intangible Assets

Intangible assets are carried at cost less accumulated amortization. Amortization is recorded over the estimated useful lives of the respective assets.

Impairment of Long-Lived Assets

In accordance with ASC Topic No. 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 Topic No. 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 stock options, 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 Topic No. 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 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 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.

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Stockholders Equity (Tables)

6 Months Ended

Nov. 30, 2013

Stockholders Equity Tables

Summary of warrant activity

A summary of warrant activity for the year ended May 31, 2013 and for the  six months ended November 30, 2013 follows:

			Weighted
	Number of		Average Exercise
	Warrants		Price
Outstanding at May 31, 2013		850,000		.42
Granted		-		-
Exercised		-		-
Cancelled		-		-
Outstanding at May 31, 2013		850,000		.42
Granted		-		.42
Exercised		-		-
Cancelled		-		-
Outstanding November 30, 2013		850,000		.42

Warrants outstanding

Warrants outstanding at November 30, 2013 consist of:

	# of outstanding		Exercise Price		Expiration Date
Date Granted
May 25, 2012		100,000		1.00	May 25, 2015
June 12, 2012		150,000		1.00	June 12, 2015
June 26, 2012		100,000		1.00	June 26, 2015
January 13, 2013		500,000		1.00	January 1, 2015
Totals		850,000

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Investments (Details Narrative) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended	49 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013	Nov. 30, 2012	May 31, 2013	Nov. 30, 2013
Investments Details Narrative
Impairment charge					$ 4,605,480	$ 4,605,480

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Consolidated Statements Of Cash Flows (Unaudited) (USD $)	6 Months Ended		49 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (1,283,144)	$ (2,149,153)	$ (16,736,130)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	720	2,983	15,261
Amortization of deferred finance costs		24,799	60,000
Common stock issued as compensation	513,675	707,461	7,381,191
Non cash interest	88,003		93,648
Loss (gain) on derivative valuation	161,744		399,322
Amortization of prepaid license fees		894,520	1,394,520
Impairment of assets			4,615,480
Loss (income) on settlement of debt		(24,197)	409,903
Changes in Operating assets and liabilities:
Inventory - tv production			(16,926)
Prepaid expenses	1	605	(12,925)
Accounts payable and accrued expenses	32,303	330,777	410,787
Accounts payable -related party		8,831	15,366
Net cash used in operating activities	(486,698)	(203,374)	(1,970,503)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for licensing			(35,000)
Cash paid for furniture & equipment			(4,000)
Cash Paid for web development			(7,500)
Cash paid for investments	(134,149)		(134,149)
Cash paid for loan receivable from consultant	(36,203)		(36,203)
Net cash used in investing activities	(170,352)		(216,852)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable	442,500		552,500
Proceeds from loans payable to consultants and stockholders	224,499	158,437	1,312,187
Payments made on loans payable to consultants and stockholders	(10,007)	(1,000)	(136,485)
Proceeds received from notes payable			556,058
Payments made on notes payable			(100,470)
Net cash provided by financing activities	656,992	157,437	2,183,790
Net increase(decrease) in cash and cash equivalants	(58)	(45,937)	(3,565)
CASH BALANCE BEGINNING OF PERIOD	20	52,269	3,527
CASH BALANCE END OF PERIOD	(38)	6,332	(38)
Cash paid for interest
Cash paid for taxes
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Prepaid licensing fee		6,000,000	6,000,000
Shares issued for settlement of loans payable to consultants and stockholders	52,500		52,500
Shares issued for settlement of convertible notes payable	272,362		420,362
Shares issued for patent acquisition	35,500		75,500
Shares issued for 19% equity interest in Imagic Ltd	$ 697,500		$ 697,500

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Investments

6 Months Ended

Nov. 30, 2013

Notes to Financial Statements

Note 5 - Investments

Investments consist of:

	November 30, 2013		May 31, 2013
Imagic Ltd. - 31% equity interest - at cost (7,500,000 shares of DoMark common stock - $697,500, cash -$120,194, loans payable -$100,000)	$	917,694	$	-
Barefoot Science Products & Services Inc. - 15% equity interest		14,765		5,000
Total	$	932,459	$	361,000

On July 22, 2013, the Company closed on the acquisition of a 19% equity interest n Imagic Ltd. (“Imagic”). Imagic is a privately owned company registered in Gibraltar which owns proprietary product designs for its Digilink and Game Control products. Imagic shares are not quoted or traded on any securities exchange or in any recognized over-the counter market. Accordingly, it is not practicable to estimate the fair value of this investment.

On January 25, 2013, the Company executed an agreement with Barefoot Science Products & Services Inc. (“Barefoot Science”) which cancelled the Marketing and Distribution Agreement dated June 20, 2012 and which provided the Company a 15% equity interest in Barefoot Science. As a result, the Company recognized an impairment charge of $4,605,480 in the year ended May 31, 2013 to write off the remaining unamortized prepaid license fees at February 28, 2013 ($4,605,480) and to record the estimated fair value of the 15% equity interest in Barefoot Science at $5,000. Barefoot Science has developed a patented foot strengthening system through insertion of an insole system or by incorporation right into the design of shoes. Barefoot Science shares are not quoted or traded on any securities exchange or in any recognized over-the counter market. Accordingly, it is not practicable to estimate the fair value of this investment.

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Loans Payable to Consultants and Stockholders (Details) (USD $)	Nov. 30, 2013	May 31, 2013
Loans payable to consultants and stockholders	$ 207,995	$ 29,088
Consultant And Stockholder [Member]
Loans payable to consultants and stockholders	79,800	7,800
Chairman of DoMark [Member]
Loans payable to consultants and stockholders	49,000
Chairman Of Barefoot Science And Affiliate [Member]
Loans payable to consultants and stockholders	33,500
Consultant [Member]
Loans payable to consultants and stockholders	26,996
Consultant One [Member]
Loans payable to consultants and stockholders	16,097	37,488
Consultant Two [Member]
Loans payable to consultants and stockholders	$ 2,602

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Convertible Notes Payable (Tables)

6 Months Ended

Nov. 30, 2013

Convertible Notes Payable Tables

Convertible notes payable

At November 30, 2013, convertible notes payable consisted of

Date of Note	Noteholder	Interest Rate			Maturity date	Principal Amount			Unamortized Debt Discount		Net Carrying Amount
06/11/13	Asher Enterprises, Inc.		8	%	03/03/14		32,500	(a)		19,560		12,940
08/01/13	Continental Equities, LLC		12	%	08/01/14		30,000	(b)		28,550		1,450
08/05/13	JSJ Investments, Inc.		10	%	02/05/14		25,000	(c)		24,811		189
08/07/13	JMJ Financial Inc.		12	%	08/07/14		50,000	(d)		28,610		21,390
08/13/13	Black Mountain Equities, Inc.		10	%	05/13/14		50,000	(e)		41,152		8,848
08/26/13	Redwood Fund III		12	%	02/28/14		95,000	(f)		92,334		2,666
09/10/13	Asher Enterprises, Inc.		8	%	06/10/14		32,500	(a)		32,353		147
10/09/13	JSJ Investments, Inc.		10	%	04/09/14		25,000			24,234		766
10/31/13	Iconic Holdings, LLC		10	%	10/31/14		30,000			29,955		45
10/31/13	Iconic Holdings, LLC		10	%	10/31/14		14,677			101		14,576
11/08/13	Iconic Holdings, LLC		10	%	11/08/14		30,000			29,955		145
11/26/13	Asher Enterprises, Inc.		8	%	08/26/14		42,500			34,366		8,134
Totals						$	457,177		$	385,981	$	71,196

Reconciliation of the change in option values

Below is a reconciliation of the change in option values from January 30, 2013 to August 31, 2013:

		Principal Amount of Convertible Note Payable			Option Value
Issuance of convertible notes with EITF 07-05 provision:
January 30,2013	($17,256 charged to operations)	$	53,000		$	67,256
April 15, 2013	($9,717charged to operations)		32,500			37,658
Total			85,500			104,914
Revaluation of derivative liability charged (credited) to operations:
Three months ended February 28, 2013			-			-
Three months ended May 31, 2013			-			132,664
Total			-			132,664
Balance, May 31, 2013:			85,500			237,578
Issuance of convertible notes with EITF 07-05 provision:
June 11, 2013	($6,647 charged to operations)		32,500			38,359
August 1, 2013	($7,703 charged to operations)		30,000			37,672
August 5, 2013	($6,998 charged to operations)		25,000			31,967
August 7, 2013	($30,500 charged to operations)		50,000			63,788
August 13, 2013	($36,359 charged to operations)		50,000			81,818
August 26, 2013	($91,454 charged to operations)		95,000			186,444
Total			282,500			440,048
Conversion of $14,000 principal amount of January 30, 2013 $53,000 convertible note into 389,972 shares of common stock on August 28, 2013			(14,000	)		(13,727	)
Revaluation of derivative liability charged (credited) to operations:
Three months ended August 31, 2013			-			(143,046	)
Balance, August 31, 2013		$	354,000		$	520,853