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DOMK.OB > SEC Filings for DOMK.OB > Form 10-K on 16-Oct-2009All Recent SEC Filings

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Form 10-K for DOMARK INTERNATIONAL INC.


16-Oct-2009

Annual Report


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OR PLAN OF OPERATION

The following is management's discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words "believes," "anticipates," "may," "will," "should," "expect," "intend," "estimate," "continue," and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or

outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10-K.

CRITICAL ACCOUNTING POLICIES

ACCOUNTING POLICIES AND ESTIMATES

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.
As such, in accordance with the use of accounting principles generally accepted in the United States of America, our actual realized results may differ from management's initial estimates as reported. A summary of significant accounting policies are detailed in notes to the financial statements which are an integral component of this filing.

REVENUE RECOGNITION

Revenue from product sales is recognized upon shipment to customers at which time such customers are invoiced. Units are shipped under the terms of FOB shipping point when determination is made that collectability is probable. Revenues for services are recognized upon completion of the services. For consulting services and other fee-for-service arrangements, revenue is recognized upon completion of the services. The Company has adopted the Securities and Exchange Commission's Staff Accounting Bulletin (SAB) No. 104, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements.

STOCK BASED COMPENSATION

FSP FAS The FSP provides that instruments that were originally issued as employee compensation and then modified, and that modification is made to the terms of the instrument solely to reflect an equity restructuring that occurs when the holders are no longer employees, then no change in the recognition or the measurement (due to a change in classification) of those instruments will result if both of the following conditions are met: (a). There is no increase in fair value of the award (or the ratio of intrinsic value to the exercise price of the award is preserved, that is, the holder is made whole), or the anti-dilution provision is not added to the terms of the award in contemplation of an equity restructuring; and (b). All holders of the same class of equity instruments (for example, stock options) are treated in the same manner. The provisions in this FSP shall be applied in the first reporting period beginning after the date the FSP is posted to the FASB website. The Company has adopted SP FAS.

ACCOUNTING POLICIES AND ESTIMATES

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.
As such, in accordance with the use of accounting principles generally accepted in the United States of America, our actual realized results may differ from management's initial estimates as reported. A summary of significant accounting policies are detailed in notes to the financial statements which are an integral component of this filing.

REVENUES

The Company has adopted the Securities and Exchange Commission's Staff Accounting Bulletin (SAB) No. 104, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements.

RECENT DEVELOPMENTS

Effective June 27, 2008, DoMark International, Inc., a Nevada corporation (the "Company"), changed its name from DoMark Exotic Furnishings Inc. to DoMark International, Inc, increased the authorized common stock of the Corporation to 200,000,000 shares, created and authorized 2,000,000 shares of preferred stock, the rights and preferences of which can be designated by the Board of Directors and enacted a forward stock split of our common stock on a two for one basis, payable upon surrender of our shareholders' stock certificates. Our authorized stock is as follows: The number of shares of common stock authorized that may be issued by the Corporation is Two Hundred Million (200,000,000) shares, with a par value of One Tenth of One Cent ($0.001) per share and Two Million (2,000,000) shares of Preferred Stock, $0.001 par value, the rights and preferences of which may be determined by the Board of Directors. Said shares may be issued by the Corporation from time to time for such considerations as may be fixed by the Board of Directors.

On July 16, 2008, we executed an agreement with JAVACO, Inc, an Ohio corporation ("Javaco") and Judith Vazquez (the "Agreement"), whereby pursuant to the terms and conditions of that Agreement we completed the purchase of all the issued and outstanding shares of Javaco. Judith Vazquez is the sister-in-law of R. Thomas Kidd, our former Chief Executive Officer. The Closing of the transaction occurred on July 18, 2008 (the "Closing").

As consideration for all the issued and outstanding shares of Javaco, we issued the shareholders of Javaco, seven hundred and fifty thousand shares of our common stock, and common stock purchase warrants as follows: 20,000 common stock purchase warrants at an exercise price of $3.00 per share, expiring on December 31, 2008; 20,000 common stock purchase warrants at an exercise price of $4.00 per share, expiring on 40,000 common stock purchase warrants at an exercise price of $5.00 per share, expiring on December 31, 2010.

On July 24, 2008, we executed an asset purchase agreement (the "Agreement") with TotalMed Systems, Inc., a Florida corporation ("TotalMed"), whereby pursuant to the terms and conditions of that Agreement, we completed the purchase of certain assets. The Closing of the transaction occurred on August 6, 2008 (the "Closing"). As consideration for the certain assets of TotalMed, we agreed to pay TotalMed issued and outstanding shares of our common stock that will have the aggregate value of six million Dollars ($6,000,000), determined by dividing the average closing price for the 5 days prior to the Closing ($2.34), which sum may be reduced based on contingencies described in the Agreement. This agreement was subsequently rescinded and the stock was not issued.

On July 29, 2008, DoMark entered into an investment agreement and registration rights agreement with Dutchess Private Equities, LTD. The investment agreement, in the form of an equity funding commitment, provides for the right by the company at its discretion to require Dutchess to purchase up to $50 million of the Company's common stock at a seven percent discount to market over the 36 months following the registration statement being declared effective by the Securities and Exchange Commission. On November 21, 2008, we amended the Investment Agreement to increase the Investor's commitment to purchase our common stock over the course of thirty-six (36) months to $100,000,000. On December 17, 2008, our Board of Directors determined that it was in our best interest to terminate the Investment Agreement and then on April 30, 2009, our Board of Directors determined that it was in our best interest to reinstate the Investment Agreement.

On August 18, 2008, DoMark retained E & E Communications, Laguna Hills, Ca. to assist with its investor and public relations activities. The agreement was subsequently terminated.

On October 20, 2008, we executed an agreement between Mecanismo Corp., a Nevada Corporation, Domark and R. Thomas Kidd (the "Agreement"), whereby pursuant to the terms and conditions of that Agreement, Mecanismo Corp. acquired nine million, nine hundred and seventy three thousand, three hundred and ninety seven (9,973,397) shares of SportsQuest, Inc. common stock and one hundred thousand (100,000) shares of SportsQuest, Inc. preferred stock held by us. As consideration for this acquisition, a judgment arising from CASE BC 359831 LOS ANGELES SUPERIOR COURT Veridigm Inc (f/k/a E-Notes Systems Inc (DE) ("the Plaintiff"), against TotalMed Systems, Inc., (The "Defendant") shall be assigned to Domark and Domark shall receive a promissory note in the amount of One Hundred Thousand Dollars ($100,000). Consequently, Domark ceased being a controlling shareholder of SportsQuest, Inc.

On November 6, 2008, we executed an asset purchase agreement between Emerging Growth Advisors, LLC, a Florida limited liability company ("EGA") and Domark (the "Agreement"), whereby pursuant to the terms and conditions of that Agreement, Domark acquired the right, title, and interest of EGA in and to all of the assets of EGA used exclusively in their business in return for one million (1,000,000) shares of Domark common stock. The closing of the transactions in the agreement are contingent upon satisfaction of closing conditions listed in the Agreement. In addition, on December 29, 2008, the Agreement was amended to waive the closing condition of minimum capital raise of $250,000. This agreement was subsequently rescinded on August 19, 2009 and the stock was cancelled.

EGA is engaged in the business of marketing, designing and distributing consulting services for small cap public companies and owns certain hardware, software and other assets and intellectual property in connection with their business.

On December 3, 2008, we executed an agreement for the exchange of common stock between Executive Sports Tickets and Entertainment, Inc. a Georgia Corporation ("EST") and Domark (the "Agreement"), whereby pursuant to the terms and conditions of that Agreement, Domark acquired all the shares in EST in return for an initial issuance of Fifty Thousand (50,000) shares of Domark common stock and the right to an additional Fifty Thousand (50,000) shares of Domark common stock in the event that a current pending contract concerning EST's management of a Junior World Series endorsed by Major League Baseball becomes a written binding agreement between EST and the appropriate entities in the face amount of $1.5 million, and all terms of the contract are performed and payment received. Accordingly, EST became a wholly owned subsidiary of Domark.

EST is engaged in the business of Hi-Profile Executive Concierge & Event Management handling all aspects in facilitating attendance at any corporate or personal events, as well as any major sporting events, domestic or international.

On December 11, 2008, we executed an asset purchase agreement between Crowley and Company Advertising, Inc., a Florida corporation ("C&C") and Domark (the "Agreement"), whereby pursuant to the terms and conditions of that Agreement, Domark acquired the right, title, and interest of C&C in and to all of the assets of C&C used exclusively in their business in return for one hundred thousand (100,000) shares of Domark common stock. This agreement was subsequently rescinded on August 12, 2009, however the shares remain outstanding as compensation for services.

C&C is a full-service advertising, promotion and public relations agency located in Citrus County, Florida, north of the Tampa Bay area. Their services include traditional retail, industrial, and professional services advertising, website design and management, radio and television production, trade and consumer displays, public relations campaigns, sales promotion and all forms of marketing communications Their business plan is to assist small to medium sized businesses get the most out of their advertising and marketing efforts in the most cost-effective ways.

On December 16, 2008, we executed an agreement for the exchange of common stock between ECFO Corporation, a Florida Corporation ("ECFO") and Cathryn L. Walker, the sole shareholder of Company, (the "Shareholder") and Domark (the "Agreement"), whereby pursuant to the terms and conditions of that Agreement, Domark acquired all the shares in ECFO in return for an issuance of One Hundred Thousand (100,000) shares of Domark common stock in return for all outstanding capital securities of ECFO. Accordingly, ECFO became a wholly owned subsidiary of Domark.

On April 27, 2009, we executed an Agreement for the Exchange of Common Stock Between Motivation Advantage, Inc., a Florida corporation ("Motivation Advantage") and its sole shareholder, Suzanne Winfield (the "Agreement"), whereby pursuant to the terms and conditions of that Agreement, Domark acquired the right, title, and interest of Motivation Advantage in and to all of the shares and assets of Motivation Advantage used exclusively in their business in return for common stock valued at Two Million Dollars ($2,000,000) based on a formula as described in the Agreement. In addition, for a period of five (5) years, commencing with the calendar year 2010, Suzanne Winfield shall be entitled to additional shares of common stock based on certain earn out provisions as described in the Agreement. The Closing underlying the Agreement, subject to certain due diligence and closing requirements is intended to be on or before May 15, 2009 (unless both parties agree to a permissible extension of seven days). After the closing this transaction was subsequently rescinded on August 12, 2009 and the stock was cancelled.

Motivation Advantage, Inc. is a national travel incentive company offering individual incentive travel packages for small, medium and large companies. Motivation Advantage, Inc. offers travel incentives to organizations seeking to show appreciation to customers, motivate personnel or reward performance. The staff has more than 20 years of experience in travel and promoting the use of travel as an incentive reward for manufacturers, distributors and corporations throughout the country. Motivation Advantage offers programs as individual incentive travel awards, sweepstakes awards, and group incentive travel awards. The senior executives are seasoned professionals and are known throughout the industry for integrity and ethics.

On May 13, 2009, we executed an Agreement for the Exchange of Common Stock with Victory Lane LLC, a Colorado limited liability corporation ("Victory Lane") and its members, whereby pursuant to the terms and conditions of that Agreement, Domark acquired the right, title, and interest of Victory Lane in and to all of the member interests and assets of Victory Lane in return for our common stock valued at Ten Million Dollars ($10,000,000) based on a formula as described in the Agreement.

Victory Lane is a unique and exclusive Lifestyle Development on 3,000 acres approximately 75 miles from Savannah Georgia, which includes exclusive home sites, a 4.5-mile grand prix circuit, a Davis Love III designed golf course and a 6,000' private airport runway.

On August 10, 2009, the Company along with Victory Lane, LLC and R. Thomas Kidd filed a lawsuit in the United States District Court, Middle District of Florida Case Number 09-CV-1396-ORL-35-DAB against Victory Lane Financial Elite, LLC et al, for the following causes of action: Fraud in the Inducement, Breach of Contract, Rescission, Conspiracy, and Libel.

On August 10, 2009, the Company was made aware of an action filed in the Superior Court of Tattnall County, Georgia, case number 2009-V-381-JS by Victory Lane Financial Elite, LLC et al against the Company and its directors and officers. The Company believes that the complaint is without merit and the Company intends to defend said action and file substantial counterclaims against Victory Lane Financial Elite, LLC, Patrick Costello and numerous other defendants.

On September 25, 2009 the company amended its Case Number CV-1396-ORL-35-DAB compliant to request certain complaints be heard in arbitration as called for in the original acquisition agreement dated May 13, 2009. Both venues are proceeding.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED MAY 31, 2009, COMPARED TO FISCAL YEAR ENDED MAY 31, 2008

Revenues for Fiscal 2009 increased to $6,617,675 from $15,750 during fiscal 2008 a 420.17% increase.. This rise in revenue is directly the result of changes in the Company's strategic direction in core operations. Revenues are primarily attributable to our July 2008 acquisition of Javaco, Inc., representing 97% of the Company's income. We continue to aggressively pursue and devote our resources and focus our direction in building asset value. We have further refocused in new acquisitions to increase our revenues and cash flow.

General and administrative expenses for the fiscal 2009 increased to $4,347,598 as compared to fiscal 2008 of $1,007,476. This increase is a result of the inclusion of general and administrative expenses of our acquired subsidiaries into the consolidated financial statements as of the acquisition date as

compared to no expenses for those subsidiaries in prior years as a result of the Company not owning the subsidiaries prior to May 31, 2008.. There was also an increase of stock issued as compensation during the current fiscal year

Interest expense for fiscal 2009 increased to $41,958 as compared to fiscal 2008 of $245,643. The significant decrease is a result of the removal of embedded warrants in certain bond and loan payables of our late subsidiary SportsQuest, Inc., which required us to accrue for the beneficial conversations feature in these derivatives. On October 20, 2008, the Company executed an agreement between Mecanismo Corp, Domark, and R. Thomas Kidd whereby Mecanismo Corp acquired 9,973,397 common shares of SportsQuest held by the Company and 100,000 preferred shares of SportsQuest held by R Thomas Kidd. Consequently, Domark is no longer a controlling shareholder of SportsQuest and no longer consolidates the financial statements of SportsQuest.

The loss for fiscal 2009 increased to ($13,825,546) as compared to fiscal 2008 of ($1,422,478). The increase is due to the increase in non-cash transactions for assets and services delivered, and the impairment of goodwill and assets. The Company has adjusted its valuation of goodwill and other assets to reflect the fair value of those assets at fiscal year-end.

No tax benefit was recorded for fiscal 2009 and 2008 as required by Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. The Company has provided for a 100% allowance of its deferred tax assets as it is uncertain that there will be sufficient net profits in the future to fully realize the tax benefit of its net operating loss carry-forwards.

LIQUIDITY AND CAPITAL RESOURCES

Our operating requirements have been funded primarily through financing facilities,sales of our common stock, and loans from shareholders. Currently the Company's cashflows do not adequately support the operating expenses of the Company. We received $100,000 in fiscal year 2009 from the sale of our common stock as compared to $0 in fiscal year 2008. .

Cash provided (used) by operating activities for the fiscal year 2009 was $23,114 compared to $75,490 for fiscal year 2008. Depreciation expense for fiscal 2009 was $49,054 as compared to $449 for fiscal 2008.

Cash (used) provided in investing activities was ($26,953) for fiscal 2009, compared to $(7,493) for Fiscal 2008.

Cash provided by financing activities was $9,348 for fiscal 2009 as compared to $(69,763) for fiscal 2008. Financing activities primarily consisted of proceeds from the sale of stock to third parties and cash paid on notes payable. We received proceeds from affiliates in the amount of $44,000.

On July 29, 2008, DoMark entered into an investment agreement and registration rights agreement with Dutchess Private Equities, LTD. The investment agreement, in the form of an equity funding commitment, provides for the right by the company at its discretion to require Dutchess to purchase up to $50 million of the Company's common stock at a seven percent discount to market over the 36 months following the registration statement being declared effective by the Securities and Exchange Commission. On November 21, 2008, we amended the Investment Agreement to increase the Investor's commitment to purchase our common stock over the course of thirty-six (36) months to $100,000,000.

On December 17, 2008, our Board of Directors determined that it was in our best interest to terminate the Investment Agreement and then on April 30, 2009, our Board of Directors determined that it was in our best interest to reinstate the Investment Agreement.

OTHER CONSIDERATIONS

There are numerous factors that affect the business and the results of its operations. Sources of these factors include general economic and business conditions, federal and state regulation of business activities, the level of demand for product services, the level and intensity of competition in the media content industry, and the ability to develop new services based on new or evolving technology and the market's acceptance of those new services, our ability to timely and effectively manage periodic product transitions, the services, customer and geographic sales mix of any particular period, and our ability to continue to improve our infrastructure including personnel and systems to keep pace with our anticipated rapid growth.

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