UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-K  X. ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2012  . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _________ to ________  DMH INTERNATIONAL, INC. (Exact name of registrant as specified in its charter)  Nevada333-16988727-2689205(State or other jurisdiction(Commission File Number)(IRS Employerof Incorporation)Identification Number)111 Ramble Lane #105
Austin, TX 78745
(Address of principal executive offices)(512) 351-7834(Registrants Telephone Number)Copy of all Communications to:
Naccarato & Associates
1100 Quail Street, Suite 100
Newport Beach, CA 92660
Phone: 949-851-9261
Fax: 949-851-9262  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes.NoX.  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes.NoX.  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. YesX.No.  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes.No.  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K..  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  Large accelerated filer.Accelerated filer.Non-accelerated filer. (Do not check if a smaller reporting company)Smaller reporting companyX.  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes.NoX.  The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of December 31, 2010 was $NIL based upon the price ($NIL) at which the common stock was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an affiliate of the registrant for purposes of the federal securities laws.  As of October 12, 2012, there were 5,900,000shares of the registrants $0.001 par value common stock issued and outstanding.  Documents incorporated by reference: None    Table of Contents  PagePART IItem 1Business4Item 1ARisk Factors8Item 1BUnresolved Staff Comments8Item 2Properties8Item 3Legal Proceedings8Item 4[REMOVED AND RESERVED]8PART IIItem 5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities9Item 6Selected Financial Data9Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations9Item 7AQuantitative and Qualitative Disclosures about Market Risk11Item 8Financial Statements and Supplementary DataF-1Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure13Item 9AControls and Procedures13Item 9BOther Information14PART IIIItem 10Directors and Executive Officers and Corporate Governance15Item 11Executive Compensation17Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters18Item 13Certain Relationships and Related Transactions18Item 14Principal Accountant Fees and Services19PART IVItem 15Exhibits20    2    FORWARD-LOOKING STATEMENTS  This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as anticipate, expect, intend, plan, believe, foresee, estimate and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:  · The availability and adequacy of our cash flow to meet our requirements; · Economic, competitive, demographic, business and other conditions in our local and regional markets; · Changes or developments in laws, regulations or taxes in our industry; · Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; · Competition in our industry; · The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; · Changes in our business strategy, capital improvements or development plans; · The availability of additional capital to support capital improvements and development; and · Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.  This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.  Use of Term  Except as otherwise indicated by the context, references in this report to Company, DMHI, we, us and our are references to DMH International, Inc.  All references to USD or United States Dollars refer to the legal currency of the United States of America.    3    PART I  ITEM 1.    BUSINESS   History of the Company  The Company was incorporated in the state of Nevada on June 2, 2010. On June 7, 2010, the Company entered into an Assignment Agreement (the "Acquisition") with Dale Mas, Inc. ("Dale Mas"), a Texas corporation, whereby the Company acquired 100% of the issued and outstanding shares of Dale Mas in exchange for 5,000,000 shares of the Company's Common Stock which was issued to our founder, Mr. Jon-Marc Garcia, as the sole-shareholder of Dale Mas. Subsequent to the Acquisition, Mr. Jon-Marc Garcia, currently our sole officer and director, owned 100% of the issued and outstanding common shares of the Company. The acquisition of Dale Mas by the Company was accounted for as a reorganization of entities under common control, wherein the Company and Dale Mas were under common control on the acquisition date. The assets, liabilities, and operations of the acquired entity, Dale Mas, have been brought forward at their carrying value and the financial statements include the operations of the Company and Dale Mas from their respective inception dates.  We are currently a development stage company and to date we have recorded no revenue. Since inception, our operations have mainly consisted of the organization of our business and the formulation of a strong business model based upon the market of the brand Dale Mas. To date, we have incorporated both the Company and Dale Mas, purchased a website domain, which we will use to brand our apparel, and have begun initial product tests and development. Our initial operations have been funded by a $75,000 promissory note. Accordingly, our independent registered public accountant has issued a comment regarding our ability to continue as a going concern (please refer to the footnotes to the financial statements).  Description of Business  The Companys current focus is on creating specialty t-shirts and other casual and active clothing geared toward the Hispanic community. We plan to develop, brand and market an entire apparel line named Dale Mas®. The English translation of the Spanish words dale mas is give more. Our founder, Mr. Jon-Marc Garcia, owns a registered trademark for Dale Mas, which we plan to be the backbone of our initial product line. The Dale Mas meaning will be consistently communicated through all aspects of our products and business. We intend to market Dale Mas merchandise to a broad range of customers with varying ages and income levels. We have created our first two designs and have had the prototypes manufactured and we are currently evaluating both the design and materials used for the products. The prototypes we have designed include a simple fashion t-shirt and a casual short sleeve button-up. Although we have had the first designs manufactured, we have not reported any sales at this time.  Our goal is to become a designer and retailer of casual apparel and to maintain a high level of quality among our products. Dale Mas intends to source high quality natural fabrics from around the world and use distinctive trim details and specialized washes to achieve a unique style and comfort in its products. We intend to develop a web site, www.dale-mas.com, to market and deliver our products to anyone with an internet connection and a shipping address. At present, our market territory will be primarily local, as we will be soliciting individual customers and businesses through word-of-mouth and using our founder's extensive background in the Austin, Texas business community. We will continue to develop our local market with targeted phone calls and in-person visits to selected businesses.  Initial Operations  Our operations have been limited to the organization, planning and initial design and our products. To date, we have incorporated our Company under the laws of the State of Nevada and formulated a business plan that we feel will be successful with proper execution and sufficient funding. Our initial operations also include the designing of the logo for Dale Mas, which we hope will be the branded image throughout our product lines, merchandise tags and our future website.  Additionally, we have purchased our initial sample products and have taken the first step toward marketing our products by purchasing our website domain www.dale-mas.com, which we believe will be our first mode of sales until we are able to establish retail sales contracts.  We know that the key factors that will enable us to effectively grow in the clothing retail industry are our price point on goods, customer service, effective marketing and quality control of all items that we will sell. We believe that the first year of our operations will be devoted to the further development of our business and to the sale and marketing of Dale Mas apparel, including researching our product line, purchasing cost-effective, yet high quality apparel, identifying and securing relationships with suppliers, wholesalers, retailers and distributors, designing and developing our website, and advertising our products in order to reach our target market.  4    Our Products  Our principal products will be the high quality shirts that we design and will market, distribute and sell through our wholly-owned subsidiary, Dale Mas under the Dale Mas trademark. To date, we have two different designs of mens shirts, but we plan to have a collection which includes apparel for both women and men. We plan to market to consumers through a marketing campaign that stresses quality, style and uniqueness.  Our founder Mr. Garcia has created our first two designs and has had the prototypes manufactured and we are currently evaluating both the design and materials used for the products. The prototypes we have designed include a simple fashion t-shirt and a casual short sleeve button-up. Although we have had the first designs manufactured, we have not reported any sales at this time. We anticipate ordering sample shirts from manufacturers that specialize in small projects and custom designs; these manufacturers will be identified by Mr. Garcia through on-line research and evaluation. At this time, we have received limited runs of our first two products. With each test run we will evaluate both the quality of the material and the craftsmanship from the selected manufacturer. Once we are satisfied with and have chosen our manufacturer, we will initiate significant discussions relating to quality and pricing. We will evaluate these factors in light of funds received from the proceeds of this offering and such determinations will be guided and directly related to funds received.  Our initial products consist of two different mens shirts. One of our first mens shirts is a basic t-shirt made from 100% cotton. On our basic t-shirt we have included a screen-printed design with our logo on the front. If we are able to order these t-shirts at quantities of one thousand (1000) t-shirts per order, our cost will be approximately $3.50 per t-shirt including the designs printing on each t-shirt. If we are able to order at such quantities, we plan to set our wholesale price at $12.50 per t-shirt, and a retail price of $22.50 per t-shirt. Prices for these t-shirts will vary based on several factors. White, non-dyed t-shirts will be less expensive, and sizes greater than extra large will be more expensive due to the extra fabric used to create each garment.  Our second mens shirt is 70% rayon, 30% polyester button-up shirt. This particular product will sell for considerably more than our t-shirts, due to its heavy weight construction and button-up style. On this shirt we have embroidered our logo on the left sleeve of each shirt. For our initial sample of this style we ordered just twelve samples and spent approximately $22.00 per shirt. Our cost will go down quite significantly if we are able to place orders of one thousand (1000) shirts or more. If we can sustain large orders of this style, we can lower our cost to approximately $10.00 per garment. Suggested wholesale price for each shirt of this style will be $30.00, with a suggested retail of $60.00.  Plan of Operation  The Companys principal business activity will be the design, development and worldwide marketing, distribution and sale of high quality apparel. We will conduct this business activity through our wholly-owned subsidiary, Dale Mas. Our founder is allowing us to use a portion of his existing office space free of charge.  The Company intends to begin substantive operations in the coming months. During the following twelve month period, we anticipate that we will begin to generate revenues through the sale of our initial products. However, if additional financing is needed, we anticipate that it will be in the form of debt financing from our friends and family. At this point we have not received any firm commitments or indications from any family, friends or business acquaintances regarding any potential investment in the Company. We may seek to obtain equity financing from the sale of our Common Stock or sales of convertible promissory notes that are convertible into shares of our Common Stock. If we do not obtain additional financing when needed, we will be forced to scale back our plan of operations and our business activities.  We will initially use word-of-mouth marketing and in-person sales on or near the many colleges and universities located in the Austin, Texas area to sell our products. We will further develop our local market with targeted phone calls and in-person visits to businesses. As we begin to generate revenues, we will seek to secure a kiosk or retail location to place our product on a more consistent basis. On a larger scale, we will use our future website, www.dale-mas.com, to gain access to a national and possibly international marketplace by targeting anyone with access to an internet connection and a valid shipping address. For a more detailed discussion of advertising and marketing strategy, please see the below section entitled Advertising and Marketing.  Assuming the Company experiences growth and generates revenues, we intend to hire qualified persons with experience in the retail clothing industry to assist in the manufacture, design, sales, and distribution of our products. We will offer no benefits to our employees and will base our hourly wages on what is customary for retail sales in our initial region. We do not anticipate offering a commission structure; however, commissions may be implemented once we have begun complete operations.   5    Advertising & Marketing  Our marketing strategy will begin with word of mouth, which we believe will always be our most important means or promotion. Initially, we will be focused on developing our brand name as a casual and active wear clothing company within the Hispanic community. In order to effectively market Dale Mas as a designer and retailer of high quality casual and active wear apparel, we intend to establish a strong marketing and advertising presence at colleges, sporting events and city marketplaces and to seek retail space in such locations. Younger generations have long-since been the leaders of fashion trends, therefore we believe that by marketing on college campuses, we will have a better chance to establish our brand name. Also, because we would like to establish our brand name as a leading casual active wear apparel line, we believe that marketing our clothing at sporting events will have a strong effect. Furthermore, we believe that the meaning of Dale Mas will resonate with people playing and watching sports.  If we generate sufficient revenues from the sale of our products, we intend to implement an advertising and marketing campaign to increase awareness of Dale Mas and to acquire new customers through multiple channels, including traditional and online advertising and direct marketing. We believe that the use of multiple marketing channels reduces reliance on any one source of customers, maximizes brand awareness and promotes customer acquisitions.  Once our website is fully developed, we will begin to market and advertise our website with cost-effective online marketing tools. We feel that this will help to brand our clothing and give our company a direct-to-customer mode of sales with increased profit margins. As we generate revenues from our website sales, we plan to initiate online advertising through large search engines publishers. Such companies have developed advertising programs known as cost-per click advertising, wherein an advertiser is only charged when their ad is actually clicked on. Advertising with these online companies will allow us to place keyword specific advertisements in the exact market we would like to be in. With relatively little cost, we will be able to develop an online marketing presence that reaches our target market and we will only have to pay when people with genuine interest in our products click on our ads.  If funding permits, we would like to launch a national public relations campaign. We feel that the only way to truly become an internationally marketed clothing line is through attendance at all of the major trade and clothing industry exhibitions as well as through trade press advertising. With the help of a professional public relations firm, we feel that we could market our products nationally and globally.  As set forth in the table above, we estimate that the low estimate of our first year "start-up" costs would be roughly $72,040. However, depending on how fast we begin generating substantial revenue, we could possibly spend a significant amount more on product development, marketing and advertising, consultants and/or staff.  If we do not generate enough revenue to implement our plan of operations, additional funding will likely be in the form of debt financing or equity financing from the sale of our Common Stock or sales of convertible promissory notes that are convertible into shares of our Common Stock. We will seek out additional funds from friends, family, and business acquaintances; however, there is no guarantee that such funds will be available since we havent received any firm commitments or indications of interest from our friends, family members, or business acquaintances regarding potential investments in our Company. If we do not obtain the necessary additional financing, we will be forced to scale back our plan of operations and our business activities. At this time, neither the Company nor management has any plans, or has entered into any discussions, written or unwritten, with any third-party relating to any merger acquisitions or business combination transactions. The Company and its management are committed to the foregoing plan of operations and will use all reasonable means to effectuate the Company's planned operational milestones.  Growth Strategy  The Company has implemented a growth strategy designed to permit Dale Mas to capitalize on its business strengths. In addition, Dale Mas believes that there are opportunities to expand its customer base through further penetration of its existing merchandise into the retail clothing market and the introduction of new merchandise categories and products. The Company believes that its internal design capability will enable it to continue to develop new merchandise which reflects the Dale Mas lifestyle image. We intend to continue our expansion through the following growth strategies:  Brand our apparel within our target market. We intend to initially market our high-quality, casual active wear apparel line to men and women within the Hispanic community with varying ages and income levels.  Sales through multiple online channels. We intend to conduct many of our sales through our website dale-mas.com. Until the creation of said website, however, we intend to use multiple online channels to feature and sell our clothing. Such online channels include, but are not limited to: Etsy.com, Google Products, Amazon.com, and Ebay.com.  6    Expand the local, national and international retail presence of our products. We plan to launch a coordinated product and marketing strategy that we believe will expand our target market and retail distribution of our products and increase demand for the Dale Mas brand. We also believe that the success of our retail sales will provide an opportunity for much broader retail distribution and penetration of our products into larger markets.  Broaden our merchandise and product line. We intend to expand our product line to include not only casual active wear apparel but also new categories of merchandise. We believe that the expansion of our Company will increase our target market and we intend to continue to offer products to meet our customers evolving needs.  Increase distribution of our products. We intend to expand distribution of our products by adding new wholesalers, retailers and distributors to our customer base. We believe that the quality of our unique and stylish products, the strength of our customer service and the effectiveness of our marketing strategies will allow us to leverage the growth of our current wholesaler and retail customers, increase floor space dedicated to our products and improve the placement of our products in retail stores.  Competition  The apparel industry is highly competitive and is subject to rapidly changing consumer demands and preferences. We believe that our success depends in large part upon our ability to anticipate, gauge and respond to changing consumer demands and fashion trends in a timely manner. We compete with numerous apparel manufacturers, distributors and designers which operate in the casual and active wear apparel markets. Many of the designers, manufacturers, and retailers, domestic and foreign, that we compete with, such as Nike, Adidas and Reebok are significantly larger and have substantially greater resources than we do. These companies may be able to engage in larger scale branding, advertising and manufacturing activities than we can. Further, with sufficient financial backing, talented designers can become competitors within several years of establishing a new label. We compete primarily on the basis of fashion, quality, and service. Our business depends on our ability to shape and stimulate consumer tastes and demands by marketing innovative and exciting casual active wear apparel and on our ability to remain competitive in the areas of quality and price.  The production of apparel printing and embroidery is retail-focused and therefore driven by the local economy and the individual tastes and preferences of the purchaser. We are keenly aware that to be competitive we must not only offer the best value for the money, but also great service for our customers. It is our opinion that competitive points in the retail industry include quality production, aesthetics of the products, and service through product knowledge and timely delivery. Competition varies by local retail outlets, internet-based operations, and product offering.  We believe that our competitive strengths consist of the detailing of the design, the quality of our products and brand name. Within the contemporary better clothing markets, the types of shirts that we will sell can range from $25 to $100 per shirt, and some designer labels can command even higher prices. The Company believes that its price range of $22 to $60 provides superior value for the quality, style, fit and finish of Dale Mas clothing.  Government Regulation  Our products are subject to regulation by the Federal Trade Commission in the United States. Such regulations relate principally to the labeling of our products. We believe that any product that we will sell will be in substantial compliance with such regulations, as well as applicable federal, state, local, and foreign rules and regulations.  Any import or export operations we engage in will also subject to constraints imposed by bilateral textile agreements between the United States and a number of foreign countries. Those agreements, which have been negotiated bilaterally either under the framework established by the Arrangement Regarding International Trade in Textiles, known as the Multifiber Agreement, or other applicable statutes, impose quotas on the amounts and types of merchandise which may be imported into the United States from these countries. Those agreements also allow the signatories to adjust the quantity of imports for categories of merchandise that, under the terms of the agreements, are not currently subject to specific limits. Any imported products that we may sell, may also be subject to United States customs' duties.  Employees  As of June 30, 2012, neither the Company nor its subsidiary, Dale Mas, has any employees. Our founder and sole officer and director, Mr. Garcia, is currently devoting 15-20 hours per week to the operations of our Company.  WHERE YOU CAN GET ADDITIONAL INFORMATION  We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SECs Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SECs web site, www.sec.gov.   7    ITEM 1A.   RISK FACTORS  We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.   ITEM 1B.   UNRESOLVED STAFF COMMENTS  None.   ITEM 2.      PROPERTIES  Our offices are currently located at 111 Ramble Lane #105, in Austin, TX 78745 and our telephone number is (512) 351-7834. We do not pay rent and our office space is provided to us free of charge by our sole officer and director, Mr. Garcia. The space is utilized for general office purposes and it is our belief that the space we currently occupy is adequate for our immediate needs. Additional space may be required as we expand our operations. We do not foresee any significant difficulties in obtaining any required additional space. At the present time we do not own any real property.   ITEM 3.      LEGAL PROCEEDINGS  We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.  ITEM 4.      [REMOVED AND RESERVED]   8       PART II  ITEM 5. MARKET FOR THE COMPANYS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES  Common Stock  As of June 30, 2012 there is no public market for our Common Stock.  We intend to contact an authorized OTC Bulletin Board market-maker for sponsorship of our securities on the OTC Bulletin Board.  Record Holders  As of October 4, 2012, an aggregate of 5,900,000 shares of our Common Stock were issued and outstanding and were owned by approximately 1 holder of record, based on information provided by our transfer agent.  Recent Sales of Unregistered Securities  Other than as previously disclosed, none.  Re-Purchase of Equity Securities  None.  Dividends  We have not paid any cash dividends on our Common Stock since inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our Common Stock will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our Common Stock will be paid in the future.  Securities Authorized for Issuance Under Equity Compensation Plans  None.  ITEM 6.   SELECTED FINANCIAL DATA  We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.  ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as anticipate, expect, intend, plan, believe, foresee, estimate and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.   9    RESULTS OF OPERATIONS  Working Capital  June 30,
2012
$June 30,
2011
$Current Assets16,50521,401Current Liabilities207,704170,987Working Capital (Deficit)(191,199)(149,586)  Cash Flows  Year ended
June 30,
2012
$Year ended
June 30,
2011
$Cash Flows from (used in) Operating Activities(49,896)(90,419)Cash Flows from (used in) Financing Activities45,00045,000Net Increase (decrease) in Cash During Period(4,896)(45,419)  Operating Revenues  Operating revenues since the Companys inception has been $nil.  Operating Expenses and Net Loss  During the year ended June 30, 2012, the Company incurred operating expenses of $74,580 compared with $131,608 during the year ended June 30, 2011.  The decrease in operating expenses was attributed to lack of new financing which limited the Companys operating activity.  During the current period, there was a decrease in professional fees of $25,450 attributed to lower legal fees as the Company incurred more costs relating to its SEC registration process in the prior year, and a general decrease of $6,578 in general and administrative expenses and a decrease of $25,000 in management fees.  For the year ended June 30, 2012, the Company recorded a net loss of $86,613 compared with $139,831 for the year ended June 30, 2011.  In addition to operating expenses, the Company incurred $12,033 of interest expense during the year ended June 30, 2012, compared with $8,223 during the year ended June 30, 2011 relating to its $120,000 note payable which is due interest at 10% per annum.  Liquidity and Capital Resources  As at June 30, 2012, the Companys cash and total asset balance was $16,505 compared to $21,401 as at June 30, 2011. The decrease in the cash and asset balance was due the fact that the Company incurred general expenditures and had minimal financing from its President and director of the Company.  As at June 30, 2012, the Company had total liabilities of $207,704 compared with total liabilities of $170,987 at June 30, 2011.  The increase in liabilities are attributed to increases of $8,425 in accounts payable for professional fees incurred that have not been paid due to lack of sufficient financing, and an increase of $16,259 in amounts due to related parties for unpaid management fees and costs incurred by the President and Director of the Company.  As at June 30, 2012, the Company had a working capital deficit of $191,199 compared with a working capital deficit of $149,586 as at June 30, 2011.  The increase in the working capital deficit is attributed to the use of cash proceeds to settle outstanding obligations during the year as well as higher unpaid obligations due to lack of sufficient cash flow to settle outstanding obligations.  During the period ended June 30, 2012, the Company issued 9,000,000 common shares for proceeds of $45,000.  Cashflow from Operating Activities  During the year ended June 30, 2012, the Company used $49,896 of cash for operating activities compared with $90,419 during the year ended June 30, 2011.  The decrease in the use of cash was due to limited amounts of cash available to the Company and an overall decline in the amount of operating activity during the period.  10    Cashflow from Investing Activities  During the year ended June 30, 2012 and 2011, the Company did not have any investing activities.  Cashflow from Financing Activities  During the year ended June 30, 2012, the Company received $45,000 of share subscriptions relating to the issuance of 900,000 common shares at $0.05 per share.  During the year ended June 30, 2011, the Company received $120,000 from a note payable and repaid $75,000 of the note payable.   Going Concern  We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.  Off-Balance Sheet Arrangements  We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.  Future Financings  We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.  Critical Accounting Policies  Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.  Recently Issued Accounting Pronouncements  The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.  Contractual Obligations  We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.  ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.    11      ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  DMH International Inc. (A Development Stage Company) June 30, 2012  IndexReport of Independent Registered Public Accounting FirmF-2Balance SheetsF-3Statements of OperationsF-4Statements of Cash FlowsF-5Statement of Stockholders DeficitF-6Notes to the Financial StatementsF-7   F-1      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   To the Board of Directors DMH International, Inc. (A Development Stage Company)  We have audited the accompanying balance sheets of DMH International, Inc.  (a development stage company) as of June 30, 2012 and 2011 the related statements of operations, changes in stockholders' deficit, and cash flows for the years ended June 30, 2012 and 2011 and the period from June 2, 2010 (inception) through June 30, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of DMH International, Inc., as of June 30, 2012 and 2011, and the results of its operations and cash flows for the periods described above in conformity with U.S. generally accepted principles.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficit and incurred a net loss from operations, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.   /s/ M&K CPAS, PLLC  www.mkacpas.com Houston, Texas October 12, 2012   F-2      DMH INTERNATIONAL INC. (A Development Stage Company) Balance Sheets (Expressed in U.S. dollars)  June 30,
2012
$June 30,
2011
$ASSETSCash16,50521,401Total Assets16,50521,401LIABILITIESCurrent LiabilitiesAccounts Payable and Accrued Liabilities48,67428,216Due to Related Parties39,03022,771Loan Payable120,000120,000Total Liabilities207,704170,987STOCKHOLDERS DEFICITPreferred StockAuthorized: 10,000,000 preferred shares with a par value of $0.001 per shareIssued and outstanding: nil preferred sharesCommon StockAuthorized: 250,000,000 common shares with a par value of $0.001 per shareIssued and outstanding: 5,900,000 and 5,000,000 common shares5,9005,000Additional Paid-In Capital39,100(5,000)Accumulated Deficit during the Development Stage(236,199)(149,586)Total Stockholders Deficit(191,199)(149,586)Total Liabilities and Stockholders Deficit16,50521,401  (The accompanying notes are an integral part of these financial statements)   F-3     DMH INTERNATIONAL INC. (A Development Stage Company) Statements of Operations (Expressed in U.S. dollars)  For the Year Ended
June 30,
2012
$For the Year Ended
June 30,
2011
$Accumulated from
the Period of
June 2, 2010 (Date
of Inception) to
June 30,
2012
$RevenuesOperating ExpensesGeneral and administrative12,83019,40834,618Management fees12,00037,00050,000Professional fees49,75075,200130,750Total Operating Expenses74,580131,608215,368Net Loss Before Other Income (Expense)(74,580)(131,608)(215,368)Other Income (Expense)Interest expense(12,033)(8,223)(20,831)Net loss(86,613)(139,831)(236,199)Net Earnings per Share  Basic and Diluted(0.02)(0.03)Weighted Average Shares Outstanding  Basic and Diluted5,202,1925,000,000  (The accompanying notes are an integral part of these financial statements)    F-4     DMH INTERNATIONAL INC. (A Development Stage Company) Statements of Cash Flows (Expressed in U.S. dollars)  For the Year
Ended
June 30,
2012
$For the Year
Ended
June 30,
2011
$Accumulated from
the Period of
June 2, 2010
(Date of Inception)
to June 30,
2012
$Operating ActivitiesNet loss(86,613)(139,831)(236,199)Changes in operating assets and liabilities:Accounts payable and accrued liabilities20,45826,64148,674Due to related parties16,25922,77139,030Net Cash Used In Operating Activities(49,896)(90,419)(148,495)Financing Activities:Proceeds from note payable120,000195,000Repayment of note payable(75,000)(75,000)Proceeds from common shares issued45,00045,000Net Cash Provided By Financing Activities45,00045,000165,000Change in Cash(4,896)(45,419)16,505Cash  Beginning of Period21,40166,820Cash  End of Period16,50521,40116,505Supplemental DisclosuresInterest paid7,5827,582Income tax paid (The accompanying notes are an integral part of these financial statements)   F-5     DMH INTERNATIONAL INC. (A Development Stage Company) Statement of Stockholders Deficit From June 2, 2010 (Date of Inception) to June 30, 2012 (Expressed in U.S. dollars)  Common StockAdditionalPaid-inAccumulatedSharesPar ValueCapitalDeficitTotal#$$$$Balance  June 2, 2010 (Date of Inception)Founders shares issued as part of the recapitalization transaction5,000,0005,000(5,000)Net loss for the period(9,755)(9,755)Balance  June 30, 20105,000,0005,000(5,000)(9,755)(9,755)Net loss for the year(139,831)(139,831)Balance  June 30, 20115,000,0005,000(5,000)(149,586)(149,586)Issuance of common stock for cash900,00090044,10045,000Net loss for the year(86,613)(86,613)Balance  June 30, 20125,900,0005,90039,100(236,199)(191,199)   (The accompanying notes are an integral part of these financial statements)   F-6      DMH INTERNATIONAL INC. (A Development Stage Company) Notes to the Financial Statements June 30, 2012  1. Nature of Operations and Continuance of Business  DMH International Inc. (the Company) was incorporated in the State of Nevada on June 2, 2010.  On June 7, 2010, the Company entered into an Assignment Agreement (the "Acquisition") with Dale Mas, Inc. (Dale Mas), a Texas corporation incorporated on June 7, 2010, whereby the Company acquired 100% of the shares in Dale Mas in exchange for 5,000,000 common shares of the Company. The Acquisition was accounted for in accordance with ASC 805-50, Related Issues, as the companies were under common control prior to acquisition. The Company is a development stage company as defined by FASB guidelines.  Going Concern  These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at June 30, 2012, the Company has a working capital deficit of $191,199 and an accumulated deficit of $236,199. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Companys future operations. These factors raise substantial doubt regarding the Companys ability to continue as a going concern.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  2. Summary of Significant Accounting Policies  a) Basis of Presentation  The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) and are expressed in U.S. dollars. The Companys fiscal year end is June 30.  b) Use of Estimates  The preparation of financial statements in conformity with US 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 and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.  c) Cash and cash equivalents  The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.  As at June 30, 2012 and 2011, the Company had no cash equivalents.   F-7     DMH INTERNATIONAL INC. (A Development Stage Company) Notes to the Financial Statements June 30, 2012  2. Summary of Significant Accounting Policies (continued)  d) Basic and Diluted Net Loss per Share  The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.  As at June 30, 2012 and 2011, there were no potentially dilutive securities.  e) Financial Instruments  Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:  Level 1  Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.  Level 2  Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.  Level 3  Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.  The Companys financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties.  Pursuant to ASC 820, the fair value of our cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.  f) Income Taxes  Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 Accounting for Income Taxes as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.  F-8     DMH INTERNATIONAL INC. (A Development Stage Company) Notes to the Financial Statements June 30, 2012  2. Summary of Significant Accounting Policies(continued)  g) Recent Accounting Pronouncements  In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.  In December 2011, the FASB issued ASU No. 2011-11 Balance Sheet: Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.  In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles  Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entitys financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Companys financial position or results of operations.  In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on January 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.  In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entitys use of a nonfinancial asset that is different from the assets highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on January 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.   F-9     DMH INTERNATIONAL INC. (A Development Stage Company) Notes to the Financial Statements June 30, 2012  2. Summary of Significant Accounting Policies(continued)  In April 2011, the FASB issued ASU 2011-02, Receivables (Topic 310): A Creditors Determination of Whether a Restructuring is a Troubled Debt Restructuring. This amendment explains which modifications constitute troubled debt restructurings (TDR). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. The Company does not expect that the guidance effective in future periods will have a material impact on its financial statements.  3. Related Party Transactions  a) As at June 30, 2012, the Company owes $39,030 (2011 - $22,771) to the President and CEO of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.  b) During the year ended June 30, 2012, the Company incurred $12,000 (2011 - $37,000) in management fees to the President and CEO of the Company.  4. Loan Payable  a) On May 25, 2011, the Company issued a note payable of $120,000 to a non-related company.  The amounts are unsecured, bears interest at 10% per annum, and due on demand.  As at June 30, 2012 and 2011, the Company owed $13,249 and $1,216, respectively, in accrued interest which is recorded in accounts payable and accrued liabilities.  5. Common Shares  On April 10, 2012, the Company issued 900,000 common shares at $0.05 per share for total proceeds of $45,000.  6. Income Taxes  The Company has $236,199 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2030. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 34% to net loss before income taxes.  As at June 30, 2012 and 2011, the Company had no uncertain tax positions.  June 30,
2012
$June 30,
2011
$Net loss before taxes(86,613)(139,831)Statutory rate34%34%Computed expected tax recovery29,44847,543Valuation allowance(29,448)(47,543)Income tax provision  The significant components of deferred income tax assets and liabilities as of June 30, 2012 and 2011, after applying enacted corporate income tax rates, are as follow:  June 30,
2012
$June 30,
2011
$Net operating losses carried forward80,30850,859Valuation allowance(80,308)(50,859)Net deferred tax asset--  7. Subsequent Events  In accordance with ASC 855, the Company has evaluated subsequent events through to the date of issuance of the financial statements and did not have any material recognizable subsequent events.  F-10      ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.  None.  ITEM 9A. CONTROLS AND PROCEDURES.  Disclosure Controls and Procedures  We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), 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 Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.  We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2012. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.  Managements Report on Internal Control Over Financial Reporting  Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Companys internal control over financial reporting as of June 30, 2012 using the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").  A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of June 30, 2012, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.


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| | 1. | We do not have an Audit Committee While not being legally obligated to have an audit committee, it is the managements view that such a committee, including a financial expert member, is an utmost important entity level control over the Companys financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over managements activities.
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| | 2. | We did not maintain appropriate cash controls As of June 30, 2012, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Companys bank accounts.  Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.                                     
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| | 3. | We did not implement appropriate information technology controls As at June 30, 2012, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Companys data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.                                                                                                                                           

13      Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the companys internal controls.  As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2012 based on criteria established in Internal ControlIntegrated Framework issued by COSO.  Changes in Internal Control over Financial Reporting  There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of June 30, 2012, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  This annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting.  Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only managements report in this annual report.  Continuing Remediation Efforts to address deficiencies in Companys Internal Control over Financial Reporting  Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:  1.Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in fiscal 2012.2.We will appoint additional personnel to assist with the preparation of the Companys monthly financial reporting, including preparation of the monthly bank reconciliations.  ITEM 9B.   OTHER INFORMATION.  None.   14      PART III  ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS.  Identification of Directors and Executive Officers  The following table sets forth the names and ages of our current director(s) and executive officer(s):  NameAgePosition with the CompanyDirector SinceJon-Marc Garcia41CEO, CFO, President, Treasurer, Secretary, & DirectorMay 28, 2010  The board of directors has no nominating, audit or compensation committee at this time.  Term of Office  Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.  Background and Business Experience  The business experience during the past five years of the person presently listed above as an Officer or Director of the Company is as follows:  Jon-Marc Garcia -In 1995, Jon-Marc Garcia graduated from the University of Texas with a degree in Visual Communications. His background and experience in graphic design have afforded him the opportunity to establish two very unique businesses, and he is in the beginning stages of establishing a third. Since September 2004 until present, Mr. Garcia serves as the President of City Press, LP, a publishing and advertising company providing internal directories for municipalities. Since June 2008, Mr. Garcia has served as the President of ATX Publishing, Inc. This company produces the ATX Connection, an Austin, Texas-based publication geared toward advertising for locally owned businesses. ATX Publishing, Inc. also offers such business tools as logos, branding, banners, business cards, etc. In addition to being a business owner, Mr. Garcia has also been a professor of Visual Design at Austin Community College from 1999 to present and has sat on the Board of Directors of the Juvenile Diabetes Research Foundation for eight years. Mr. Garcia was appointed as a Director of the Company because of his proven track record in graphic design, his prior position as President of City Press, LP and ATX Publishing, Inc. and his experience as an owner of three unique businesses.  Identification of Significant Employees  We have no significant employees other than Mr. Jon-Marc Garcia, our President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director.  Family Relationship  We currently do not have any officers or directors of our Company who are related to each other.  Involvement in Certain Legal Proceedings  During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:  (1) A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;   (2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);    15      (3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:   i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;  ii. Engaging in any type of business practice; or  iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;   (4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;   (5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;   (6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;  (7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:   i. Any Federal or State securities or commodities law or regulation; or  ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or  iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or   (8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.  Audit Committee and Audit Committee Financial Expert  The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities.  The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.  The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committees duties will be to recommend to the Companys board of directors the engagement of an independent registered public accounting firm to audit the Companys financial statements and to review the Companys accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Companys board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.   16     Code of Ethics  We have adopted a Code of Ethics (the Code) that applies to our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer.  A written copy of the Code is available on written request to the Company and is filed with the SEC on October 12, 2010 as part of the Companys S-1 that is incorporated by reference hereto as Exhibit 14.01.  Compliance with Section 16(a) of the Exchange Act  We do not yet have a class of equity securities registered under the Securities Exchange Act of 1934, as amended.  Hence, compliance with Section 16(a) thereof by our officers and directors is not required.  ITEM 11.    EXECUTIVE COMPENSATION  The following table sets forth the compensation paid to our executive officers during the twelve month periods ended June 30, 2012 and 2011:  Summary Compensation Table  Name
and
Principal
PositionFiscal
Year
Ended
6/30Salary
($)Bonus
($)(2)Stock
Awards
($)Option
Awards
($)Non-Equity
Incentive
Plan
Compensation
($)Nonqualified
Deferred
Compensation
Earnings
($)All Other Compensation
($)Total
($)Jon-Marc Garcia(1)
President, CEO, CFO, Treasurer, Secretary, and Director201212,000-0--0--0--0--0--0-12,000201112,000$25,000-0--0--0--0--0-37,000  (1) On May 28, 2010, Mr. Jon-Marc Garcia agreed to act as the Companys President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director.  (2) On June 21, 2011, The Companys Board of Directors authorized a bonus of twenty five thousand ($25,000) dollars to its sole officer and director as a performance bonus for services rendered.  Narrative Disclosure to Summary Compensation Table  There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the persons responsibilities following a change in control of the Company.  Outstanding Equity Awards at Fiscal Year-End  No executive officer received any equity awards, or holds exercisable or unexercisable options, as of the year ended June 30, 2011.  Long-Term Incentive Plans  There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.  Compensation Committee  We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.  Compensation of Directors  Our directors receive no extra compensation for their service on our Board of Directors.  17      ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.  Security Ownership of Management  The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of October 6, 2012, by: (i) our director; (ii) our named executive officer; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock.  Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.  Name and Address of Beneficial OwnerTitle of ClassAmount and Nature of Beneficial
Ownership (1)
(#)Percent of Class (2)
(%)Jon-Marc Garcia (3)
111 Ramble Lane #105
Austin, TX 78745Common5,000,00084.7%All Officers and Directors as a Group (1 Person)Common5,000,00084.7%   (1) The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.  (2) Based on 5,900,000 issued and outstanding shares of Common Stock as of October 6, 2012.  (3) Mr. Jon-Marc Garcia is the Companys President, CEO, CFO, Treasurer, Secretary and a Director.  His beneficial ownership includes 5,000,000 Common Shares.  Mr. Garcia acquired these shares on June 7, 2010, in an Assignment Agreement (the Acquisition) with Dale Mas, Inc. (Dale Mas), a Texas corporation, whereby the Company acquired 100% of the issued and outstanding shares of Dale Mas in exchange for 5,000,000 shares of the Companys Common Stock.  Changes in Control  There are no present arrangements or pledges of the Companys securities which may result in a change in control of the Company.  ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.  Related Party Transactions  As at June 30, 2012, the Company owes $39,030 (2011 - $22,771) to the President and CEO of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand. During the year ended June 30, 2012, the Company incurred $12,000 (2011 - $37,000) in management fees to the President and CEO of the Company.  Other than the foregoing, none of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Companys outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.  With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:  · Disclosing such transactions in reports where required; · Disclosing in any and all filings with the SEC, where required; · Obtaining disinterested directors consent; and · Obtaining shareholder consent where required.  18      Director Independence  For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of common stock are quoted does not have any director independence requirements.  The NASDAQ definition of Independent Officer means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  According to the NASDAQ definition, Jon-Marc Garcia is not an independent director because he is also an executive officer of the Company.  Review, Approval or Ratification of Transactions with Related Persons  We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.  ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.


|                   |   |                          |   |                         
|------------------ | - | ------------------------ | - | ------------------------
|                   |   | Year Ended
June 30, 2012 |   | Year Ended
June 30, 2011
|Audit fees         | $ | 10,500                   | $ | 9,100                   
|Audit-related fees | $ | 0                        | $ | 0                       
|Tax fees           | $ | 0                        | $ | 0                       
|All other fees     | $ | 0                        | $ | 0                       
|Total              | $ | 10,500                   | $ | 9,100                   

Audit Fees  During the fiscal years ended June 30, 2012, we incurred approximately $10,500 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal years ended June 30, 2011.  During the fiscal year ended June 30, 2011, we incurred approximately $9,100 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended June 30, 2010.  Audit-Related Fees  The aggregate fees billed during the fiscal years ended June 30, 2011 and 2010 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $0 and $0, respectively.  Tax Fees  The aggregate fees billed during the fiscal years ended June 30, 2011 and 2010 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $0 and $0, respectively.  All Other Fees  The aggregate fees billed during the fiscal year ended June 30, 2011 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0 and $0, respectively.   19      PART IV  ITEM 15. EXHIBITS.  (a) Exhibits  ExhibitNumberDescription of ExhibitFiling3.01Articles of IncorporationFiled with the SEC on ­­­­­­­­­­October 12, 2010 as part of our Registration Statement on Form S-1.3.02BylawsFiled with the SEC on ­­­­­­­­­­October 12, 2010 as part of our Registration Statement on Form S-1.10.01Assignment Agreement between Jon-Marc Garcia and Dale Mas, Inc. dated June 7, 2010Filed with the SEC on ­­­­­­­­­­October 12, 2010 as part of our Registration Statement on Form S-1.10.02Assignment Agreement between the Company, Jon-Marc Garcia, and Dale Mas, Inc. dated June 7, 2010Filed with the SEC on ­­­­­­­­­­October 12, 2010 as part of our Registration Statement on Form S-1.10.03Form of Management Agreement between the Company and Jon-Marc Garcia dated June 10, 2010Filed with the SEC on ­­­­­­­­­­October 12, 2010 as part of our Registration Statement on Form S-1.10.04Promissory Note between the Company and Big Bear Holdings dated August 11, 2010Filed with the SEC on ­­­­­­­­­­October 12, 2010 as part of our Registration Statement on Form S-1.10.05Consulting Agreement between the Company and Voltaire Gomez dated October 6, 2010Filed with the SEC on ­­­­­­­­­­October 12, 2010 as part of our Registration Statement on Form S-1.10.06Settlement Agreement between the Company and Big Bear Holdings dated June 1, 2011Filed with the SEC on August 12, 2011 as part of our Current Report on Form 8-K.10.07Promissory Note between the Company and Tall Boy Holdings, Inc. dated June 1, 2011Filed with the SEC on August 12, 2011 as part of our Current Report on Form 8-K.14.01Code of EthicsFiled with the SEC on ­­­­­­­­­­October 12, 2010 as part of our Registration Statement on Form S-1.21.01List of SubsidiariesFiled with the SEC on ­­­­­­­­­­October 12, 2010 as part of our Registration Statement on Form S-1.31.01Certification of Principal Executive Officer Pursuant to Rule 13a-14Filed herewith.31.02Certification of Principal Financial Officer Pursuant to Rule 13a-14Filed herewith.32.01Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley ActFiled herewith.  [Signature Page to Follow]  20       SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.   DMH INTERNATIONAL, INC.   Dated:  October 12, 2012 /s/ Jon Marc Garcia By: Jon-Marc Garcia Its: President, Principal Executive Officer & Principal Financial Officer      Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:   Dated:  October 12, 2012 /s/ Jon Marc Garcia By: Jon-Marc Garcia - Director      SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED  PURSUANT TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS  1.No annual report to security holders covering the companys last fiscal year has been sent as of the date of this report.  2.No proxy statement, form of proxy, or other proxy soliciting material relating to the companys last fiscal year has been sent to any of the companys security holders with respect to any annual or other meeting of security holders.  3.If such report or proxy material is furnished to security holders subsequent to the filing of this Annual Report on Form 10-K, the company will furnish copies of such material to the Commission at the time it is sent to security holders.   21