U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
    ACT OF 1934

                For the quarterly period ended November 30, 2012

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

             For the transition period from ________ to ___________

                         Commission File No. 333-136247


                           Domark International, Inc.
           (Name of small business issuer as specified in its charter)

         Nevada                                           20-4647578
(State of Incorporation)                       (IRS Employer Identification No.)

                        254 S Ronald Reagan Blvd, Ste 134
                               Longwood, FL 32750

                                  321-250-4996
                           (Issuer's telephone number)

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

                                      None

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

                    Common Stock, $0.001 par value per share
                                (Title of Class)

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

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [X] No [ ]

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

Large accelerated filer [ ]                        Accelerated Filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
rule 12b-2 of the Exchange Act) Yes [ ] No [X]

As of January 22, 2012, there were 30,315,298 shares of Common Stock, $0.001 par
value per  share,  issued  and  outstanding  and  there  were  50,000  shares of
Preferred Stock A, $0.001 par value per share,  issued and outstanding and there
are zero shares of  Preferred  Stock B,  $0.001 par value per share,  issued and
outstanding.
<PAGE>
                           DOMARK INTERNATIONAL, INC.
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)                                      3
         Consolidated Balance Sheets                                           3
         Consolidated Statements of Operations                                 5
         Consolidated Statements of Cash Flows                                 6
         Notes to Consolidated Financial Statements                            7

Item 2.  Management Discussion & Analysis of Financial Condition and
         Results of Operations                                                16

Item 3.  Quantitative and Qualitative Disclosures About Market Risk           18

Item 4.  Controls and Procedures                                              19

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                    19

Item 1A. Risk Factors                                                         20

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds          20

Item 3.  Defaults Upon Senior Securities                                      20

Item 4.  Mine Safety Disclosure                                               20

Item 5.  Other information                                                    21

Item 6.  Exhibits                                                             21

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                           DOMARK INTERNATIONAL, INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

                                     ASSETS

                                               November 30,           May 31,
                                                   2012                2012
                                                ----------          ----------
CURRENT
  Cash                                          $    6,332          $   52,269
  Prepaid expenses                                  68,042               4,897
  Prepaid license fee                            2,000,000               4,897
                                                ----------          ----------
      Total Current Assets                       2,074,374              57,166
                                                ----------          ----------
Other Assets
  Deferred financing costs                              --              24,799
  Website development costs, net                        --               2,250
  XSE license, net                                   8,902               9,635
  Prepaid license fee long-term                  3,105,480                  --
                                                ----------          ----------
      Total Other Assets                         3,114,382              36,684
                                                ----------          ----------

      Total Assets                              $5,188,756          $   93,850
                                                ==========          ==========


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

                                       3
<PAGE>
                           DOMARK INTERNATIONAL, INC.
                          (A Development Stage Company)
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                                   (unaudited)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                    November 30,              May 31,
                                                                        2012                   2012
                                                                    ------------           ------------
<S>                                                                 <C>                    <C>
LIABILITIES & EQUITY
  Accounts payable                                                  $    419,941           $     89,164
  Accounts payable - related party                                            --                 15,366
  Notes payable                                                          545,645                545,645
                                                                    ------------           ------------
      Total Current Liabilities                                          955,355                650,175
                                                                    ------------           ------------
LONG-TERM LIABILITIES
  Due to affiliates and shareholders                                     158,437                  1,000
                                                                    ------------           ------------
      Total long-term liabilities                                        158,437                  1,000
                                                                    ------------           ------------

      TOTAL LIABILITIES                                                1,113,792                651,175

STOCKHOLDERS' EQUITY (DEFICIT)
  Convertible preferred stock series A, $0.001 par value,
   Authorized: 2,000,000 Issued: 50,000 and 50,000 as of
   November 30, 2012 and May 31, 2012, respectively                           50                     50
  Convertible preferred stock series B, $0.001 par value,
   Authorized: 10,000,000                                                     --                     --
  Common Stock, $0.001 par value, Authorized: 200,000,000
   Issued: 29,540,298 and 29,005,298 as of November 30, 2012
   and May 31, 2012, respectively                                         29,540                 29,005
  Common Stock Payable                                                   818,000                738,000
  Preferred series B stock payable                                     6,000,000                     --
  Additional paid-in capital                                          32,189,705             31,499,031
  Deficit during development stage                                    (8,121,732)            (5,972,579)
  Accumulated deficit                                                (26,850,830)           (26,850,830)
                                                                    ------------           ------------
      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                             4,064,733               (557,326)
                                                                    ------------           ------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          $  5,188,756           $     93,850
                                                                    ============           ============
</TABLE>

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

                                       4
<PAGE>
                           DOMARK INTERNATIONAL, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                            For the cumulative
                                                                                                            period during the
                                                                                                          Development Stage from
                                             Three Months Ended                 Six Months Ended           October 21, 2009 to
                                      November 30,       November 30,    November 30,       November 30,       November 30,
                                          2012               2011            2012               2011              2012
                                      ------------       ------------    ------------       ------------       ------------
<S>                                   <C>                <C>             <C>                <C>                <C>
Revenues                              $     16,193       $         --    $     36,538       $         --       $     56,467
  Cost of sales                              6,164                 --          29,141                 --             77,650
                                      ------------       ------------    ------------       ------------       ------------
GROSS PROFIT                                10,029              7,397         (21,183)

General and administrative expenses        306,473            171,875         539,297            271,154          1,670,046
Consulting expense -
 stock-based compensation                  169,056                 --         436,050                 --          4,322,360
Wages & salaries -
 stock-based compensation                  127,855            240,536         271,411            268,689          1,009,411
Amortization of license fee                500,000                 --         894,520                 --            894,520
Depreciation expense                           364              1,930           2,983              3,898             13,821
Bad debt expenses                              456                 --           1,456                 --            101,456
Impairment of assets                            --                 --              --                 --             10,000
Impairment of goodwill                          --                 --              --                 --             10,000
Forgiveness of debt                        (24,197)                --         (24,197)                --            (28,197)
Research & development                          --                 --              --                 --             45,609
                                      ------------       ------------    ------------       ------------       ------------
      Operating loss                      (942,123)          (413,341)     (2,114,123)        (8,070,209)
                                                                                                                   (543,741)
Other Income                                    --                 --              --                 --             29,567

Interest expense                           (20,231)            (4,451)        (35,030)           (13,189)           (81,090)
                                      ------------       ------------    ------------       ------------       ------------

NET LOSS                              $   (962,354)      $   (418,792)   $ (2,149,153)      $   (556,930)      $ (8,121,732)
                                      ============       ============    ============       ============       ============
Net Loss per share, basic
 and diluted                          $      (0.03)      $      (0.01)   $      (0.07)      $      (0.02)
                                      ============       ============    ============       ============
Weighted average common shares
 outstanding                            29,540,298         37,090,166      29,508,922         36,990,434
                                      ------------       ------------    ------------       ------------
</TABLE>

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

                                       5
<PAGE>
                           DOMARK INTERNATIONAL, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                                           For the cumulative
                                                                                                            period during the
                                                                                                         Development Stage from
                                                                         Six Months Ended                  October 21, 2009 to
                                                                November 30,           November 30,           November 30,
                                                                    2012                   2011                   2012
                                                                ------------           ------------           ------------
<S>                                                             <C>                    <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                      $ (2,149,153)          $   (556,930)          $ (8,121,732)
                                                                ------------           ------------           ------------
  Adjustments to reconcile net loss to net cash
   used in operating activities:
     Depreciation and amortization                                     2,983                  3,898                 13,821
     Amortized finance cost                                           24,799                     --                 60,000
     Common stock issued as compensation and for expenses            707,461                268,689              5,331,771
     Amortization of prepaid license fee                             894,520                     --                894,520
     Impairment of Assets                                                 --                     --                 10,000
     Forgiveness of debt                                             (24,197)                    --                (28,197)
  Changes in Operating assets and liabilities:
     Inventory - tv production                                            --                (16,926)                    --
     Prepaid services and expenses                                       605                (33,000)                   605
     Accounts payable and accrued expenses                                --                 66,415                     --
     Bad debt                                                             --                     --                  1,000
     Non cash interest                                                    --                     --                  5,645
     (Increase)/Decrease in inventory                                     --                     --                (16,926)
     Increase in Accounts payable                                    330,777                     --                569,712
     Increase/(Decrease) in Accounts payable - related party           8,831                     --                 24,197
                                                                ------------           ------------           ------------
          Net cash used in operating activities                     (203,374)              (267,854)            (1,256,584)
                                                                ------------           ------------           ------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Cash paid for licensing                                                 --                     --                (35,000)
  Cash paid for furniture & equipment                                     --                     --                 (4,000)
  Cash Paid for Web Development                                           --                 (4,000)                (7,500)
                                                                ------------           ------------           ------------
          Net cash flows used in investing activities                     --                 (4,000)               (46,500)
                                                                ------------           ------------           ------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of notes payable - related parties                        (1,000)                    --               (126,478)
  Payments made on notes payable                                          --                     --               (100,470)
  Proceeds received from shareholder loans                           158,437                156,983              1,052,837
  Proceeds received from notes payable                                    --                125,000                480,000
                                                                ------------           ------------           ------------
          Net cash provided by financing activities                  157,437                281,983              1,305,889
                                                                ------------           ------------           ------------
Net increase (decrease) in cash and cash equivalents                 (45,937)                10,129                  2,805
Cash and cash equivalents - beginning balance                         52,269                  4,587                  3,527
                                                                ------------           ------------           ------------
CASH BALANCE END OF PERIOD                                      $      6,332           $     14,716           $      6,322
                                                                ============           ============           ============
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
  Stock issued for prepaid expenses                             $    (63,145)          $    250,000           $    (63,145)
  Prepaid license fee                                           $  6,000,000           $         --           $  6,000,000
  Prepaid expenses                                              $         --           $         --           $   (397,675)
  Inventory                                                     $         --           $         --           $    (16,926)
  Fixed assets, net of
  depreciation                                                  $         --           $         --           $     (3,868)
  Website costs, net of amortization                            $         --           $         --           $     (1,167)
  License, net of amortization                                  $         --           $         --           $    (24,432)
  Accounts payable                                              $         --           $         --           $     19,257
  Payroll & related liabilities                                 $         --           $         --           $    249,631
  Due to affiliate and shareholder                              $         --           $         --           $    929,738
  Return of preferred shares, par value                         $         --           $         --           $         50
  Return of common stock, par value                             $         --           $         --           $      9,772
  Additional capital contributed  in excess of net assets sold  $         --           $         --           $   (764,380)
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       6
<PAGE>
                            DOMARK INTERNATIONAL INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     For the Quarter Ended November 30, 2012

NOTE 1. DESCRIPTION OF BUSINESS

DOMARK INTERNATIONAL INC. ("Domark" or the "Company") was incorporated under the
laws of the State of Nevada on March 30, 2006. In 2008, the Company  embarked on
a business plan that was intended to acquire  profitable  businesses  that would
create  shareholder  value in  diverse  industries.  During  2008 and 2009,  the
Company acquired several operating  businesses,  as set forth in various Current
Reports on Form 8-K filed with the  Securities and Exchange  Commission.  On May
21, 2009,  the Company  closed an  acquisition  pursuant to an Agreement for the
Exchange of Common  Stock (the  "Victory  Lane  Agreement")  with  Victory  Lane
Financial  Elite,  LLC ("Victory  Lane") with respect to a real estate lifestyle
business  known  as  "Victory  Lane"  (the  "Victory  Lane  Business").  Shortly
thereafter,  a dispute arose  between the Company and the  principals of Victory
Lane  regarding the  representations  of the  principals of Victory Lane and the
Victory Lane  Business and the Victory Lane  Agreement.  Litigation  between the
Company and various  parties  pertaining  to the Victory Lane  Business  remains
outstanding.  (Refer to Notes 7 -  Contingencies  & Item II,  Other  Information
below).

HISTORY & GENERAL OVERVIEW

On  February  29,  2012,  the  Company  formed a new  wholly  owned  subsidiary,
Solawerks Inc. in the state of Nevada, for the purposes of entering the business
of marketing specialized solar consumer electronics. Solawerks' current focus is
to develop and distribute the SolaPad:  a combined cover and charging system for
Apple's iPad,  and the SolaCase:  a combined  cover and charging  system for all
versions of Apple's iPhone. Solawerks competes in a market that also includes 3D
Systems (DDD), Dell (DELL) and Hewlett Packard (HPQ).

During  the  last  half  of  2009,   the  Company  sold  two  of  its  operating
subsidiaries,  Javaco Inc.  and ECFO  Corporation  and effected  rescissions  of
acquisition  transactions on the remainder of its operating businesses.  Between
October 2009 and May 2011, the Company had no material ongoing  operations.  The
business of the Company during the period from October 2009 through May 2011 was
to seek out new acquisitions and to conduct the litigation with Victory Lane.

On May 31, 2011, the Company formed a wholly owned  subsidiary,  Armada Sports &
Entertainment,  Inc. Armada is a sports marketing and Management Company engaged
in  owning,   developing,   and   conducting   made-for-television   sports  and
entertainment  events.  On March 5,  2012,  the  Company  entered  into an Asset
Purchase  Agreement with its then controlling  shareholder,  R. Thomas Kidd, for
the sale of Armada, and certain assets related thereto.

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

On May 26, 2012, the Company hired a new Chairman and President  Brent Strasler.
He then hired a new Chief Executive  Officer Andrew Ritchie on 12 June 2012. The
Company then  strengthened  the executive team by adding Patrick Johnson as VP -
business  development.In  June 2012,  the Company  entered  into a retail  sales
strategy with North American retail  specialist  Chic and Savvy.  During the 1st
quarter, they attended many retail sales exhibitions throughout Canada.

On June 20, 2012, the Company formed a new wholly owned  subsidiary,  Musclefoot
Inc.  in the state of Nevada for the  purpose of  distributing,  marketing,  and
acting as sales agent for the patented foot care system,  Barefoot Science. This
entity is currently in default under the Nevada Secretary of State.

On July 20,  2012,  the Company  formed a new wholly  owned  subsidiary,  Domark
Canada  Inc.  in the  province  of Ontario  for the  purpose of  supporting  the
corporate operations based in Toronto, Ontario, Canada.

The Company  then  endorsed  world  champion  triple  jumper Will Claye,  and US
Olympian Nick Simmons prior to the London 2012 Olympic Games. This was part of a
strategy to obtain  global  exposure  and align  brands with world class  sports
professionals. We then sponsored several UFC championship contenders.

                                       7
<PAGE>
During the Quarter  Hui Shi You of China,  the  Company's  supplier of old solar
chargers,  gave  notice  that our  exclusivity  had been  revoked.  The  Company
commissioned  the design of new and improved Apple iPhone and iPad infra-red and
solar  powered  products.  These newly  designed  products  encompass the latest
technology  available and will be available  for all iPhones,  iPads and Samsung
Galaxy 3 PDA's.  The Company has  successfully  tested these new products in the
market with great  success  and  customer  and  retailer  feedback.  Patents are
pending for all new  products  and full market  rollout is  scheduled  for early
2013.

During the Quarter,  the Company's  Sports  Management  Team,  representing  its
patented   shoe  insole   product,   entered  into   discussions   with  several
international  sports  footwear  manufacturers.  Much  progress has been made as
talks continue.

Management and the Company's Corporate Lawyers have undertaken a detailed review
of all shares issued by previous management. During this review, counsel has put
in a place an administrative hold on these shares.

As a result of the change in the Company's  business model,  the disclosures and
financial  results  contained  herein  should be  reviewed as they relate to the
Company's  historical  operations but should be discounted as they relate to the
Company's potential future results.

NOTE 2. GOING CONCERN

The  accompanying  financial  statements  have been prepared in conformity  with
accounting  principles  generally accepted in the United States of America which
contemplate  continuation  of the  Company as a going  concern.  The Company has
consolidated  losses  from  operations  of  ($962,354)  for the 3 months  ending
November 30, 2012  compared to a loss of  ($418,792)  for the same period ending
November  30,  2011.  There is an  accumulated  deficit of  ($34,972,562)  as at
November 30, 2012, and a net loss of ($2,149,153) for the six months then ended.
Furthermore,  the Company has inadequate  working capital to maintain or develop
its  operations,  and is  dependent  upon funds from private  investors  and the
financial support of certain stockholders.

These  financial  statements  do not  include  any  adjustments  relating to the
recoverability  and  classification  of recorded asset  amounts,  or amounts and
classification of liabilities that might result from this  uncertainty.  In this
regard,  management is planning to raise any necessary  additional funds through
loans and additional  sales of its common stock.  There is no assurance that the
Company will be successful in raising additional capital.

NOTE 3. BASIS OF PRESENTATION

The  unaudited  consolidated  financial  statements  of the  Company  have  been
prepared  in  accordance  with  United  States  generally  accepted   accounting
principles  ("GAAP") for financial  information and the rules and regulations of
the Securities and Exchange  Commission  ("SEC").  In the opinion of management,
all adjustments,  consisting of normal recurring accruals  considered  necessary
for a fair  presentation,  have been included.  Operating  results for the three
months ended  November 30, 2012 are not  necessarily  indicative  of the results
that may be expected for the year ending May 31, 2013.

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES RECENT ACCOUNTNG
PRONOUNCEMENTS

The Company has reviewed recently issued accounting  pronouncements and plans to
adopt those that are  applicable to it. It does not expect the adoption of these
pronouncements to have a material impact on its financial  position,  results of
operations or cash flows.

DEVELOPMENT STAGE COMPANY

The Company is a development stage company as defined in ASC Standard  915-10-05
and has recognized limited revenue and devotes  substantially all of its efforts
on establishing its online retail and product development business.  Its planned
principal  operations in advancing its online product development  business have
commenced. All losses accumulated since inception have been considered a part of
the Company's development stage activities.

                                       8
<PAGE>
USE OF ESTIMATES

The  preparation  of  financial  statements  in  conformity  with GAAP  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the  financial  statements.  These  estimates and  assumptions  also
affect the reported amounts of revenues, costs and expenses during the reporting
period. Management evaluates these estimates and assumptions on a regular basis.
Actual results could differ from those estimates.

The primary management  estimates included in these financial  statements is the
licensing fees,  stock option valuation and the fair value of its stock tendered
in various non-monetary transactions.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents. At November 30, 2012, cash and cash
equivalents included cash on hand and cash in the bank.

INVENTORIES

Inventories  consist of retail products which are stated at the lower of cost or
market. Cost is determined by the specific identification method. All Solarwerks
inventory  were  considered   unsellable  and   subsequently   returned  to  the
manufacturer.  Remaining inventory on the books was written off and any payables
owing to the manufacturer have been offset against monies paid to date.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying  amounts  reflected in the  consolidated  balance  sheets for cash,
accounts  payable,  and accrued expenses  approximate the respective fair values
due to the short maturities of these items.

PRINCIPLES OF CONSOLIDATION

The  accompanying  financial  statements  represent the  consolidated  financial
position and results of  operations  of the Company and include the accounts and
results of  operations  of the Company and its  subsidiaries.  The  accompanying
financial statements include the active entity of Domark International, Inc. and
its wholly owned subsidiaries,  Musclefoot Inc., Solawerks Inc and Domark Canada
Inc.  The  Company  has relied  upon the  guidance  provided  by  Statements  of
Financial Accounting Standards, ASC 810-10-15-3.

STOCK-BASED COMPENSATION

The Company  accounts  for share  based  payments  in  accordance  with ASC 718,
Compensation - Stock  Compensation,  which requires all share-based  payments to
employees,  including grants of employee stock options,  to be recognized in the
financial  statements  based on the  grant  date  fair  value of the  award.  In
accordance  with ASC  718-10-30-9,  Measurement  Objective - Fair Value at Grant
Date, the Company estimates fair value of the award using a valuation technique.
For this purpose,  the Company uses the Black-Scholes  option pricing model. The
Company  believes the model  provides the best estimate of fair value due to its
ability to  incorporate  inputs that change over time,  such as  volatility  and
interest  rates,  and to allow for actual  exercise  behavior of option holders.
Compensation  cost is  recognized  over the  requisite  service  period which is
generally  equal to the vesting  period.  Upon  exercise,  shares issued will be
newly issued shares from authorized common stock.

ASC  505,  "Compensation-Stock  Compensation",  establishes  standards  for  the
accounting for transactions in which an entity exchanges its equity  instruments
to  non-employees  for goods or services.  Under this transition  method,  stock
compensation   expenses  includes   compensation  expense  for  all  stock-based
compensation awards granted on or after January 1, 2006, based on the grant-date
fair value estimated in accordance with provisions of ASC 505.

                                       9
<PAGE>
NET LOSS PER COMMON SHARE

The Company computes net loss per share in accordance with the Earning per Share
Topic of the FASB ASC 260. Under the provisions of ASC, basic net loss per share
is computed by dividing the net loss  available to common  stockholders  for the
period by the  weighted  average  number of shares of common  stock  outstanding
during the period. The calculation of diluted net loss per share gives effect to
common stock equivalents; however, potential common shares are excluded if their
effect is  anti-dilutive.  As of November  30, 2012,  options and warrants  were
outstanding and have been valued using Black-Scholes.

RECLASSIFICATIONS

Certain  reclassifications  to separate General and  administration  expenses to
conform to the  presentations  used in the quarter ended  November 30, 2012 have
been made in prior year's consolidated  financial statements,  none of which had
any  effect on  previously  reported  net income or loss,  or related  per share
amounts, of any period.

RESEARCH AND DEVELOPMENT

All research and development  expenditures  are expensed as incurred.  R&D costs
incurred during the Quarter included the design and development of new Solawerks
products,  media test campaigns,  design of websites and  structuring  affiliate
programs.

REVENUE RECOGNITION

The Company  recognizes  revenues  when  persuasive  evidence of an  arrangement
exists, delivery has occurred or services have been rendered, the price is fixed
or  determinable,  and  collection  of the  resulting  receivable  is reasonably
assured.  Inventory is capitalized and costs of sales are recognized  during the
period in which the sales occurred. The Company derived its revenues for the six
month period  through  internet sales of our solar charging units of $16,294 and
Barefoot insoles of $20,244. The Company recognized these sales once delivery is
made from the warehouse (FOB shipping point).

IMPAIRMENT OF LONG-LIVED ASSETS

In accordance with ASC Standard 360-10-40,  long-lived assets, such as property,
plant,  and equipment,  and purchased  intangibles,  are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Goodwill and other intangible assets are tested
for  impairment  annually.  Recoverability  of  assets  to be held  and  used is
measured  by a  comparison  of the  carrying  amount  of an asset  to  estimated
undiscounted  future cash flows  expected to be generated  by the asset.  If the
carrying  amount  of an asset  exceeds  its  estimated  future  cash  flows,  an
impairment  charge is recognized  by the amount by which the carrying  amount of
the asset exceeds the fair value of the asset.

NOTE 5. RELATED PARTY TRANSACTIONS

On May 25,  2012,  the Company  entered  into an  employment  agreement  with an
effective  date of June 1,  2012  with  its  newly  appointed  President,  Brent
Strasler,  for a period of no less than three years. Mr. Strasler is entitled to
an annual salary of $150,000 and 100,000 stock purchase warrants  exercisable to
purchase  common  shares of the  Company at $1.00 per share.  The  warrants  are
exercisable  for a three year period and can be vested  quarterly  on a pro rata
basis over twelve months from the date of issue. Additionally, Mr. Strasler will
be enrolled  in a long term  Executive  Option  Plan no later than three  months
after the  effective  date of the  employment  agreement and is entitled to term
life  insurance  in the face amount of  $2,500,000,  payable to the  beneficiary
designated by Mr. Strasler.  The warrants awarded have been valued in accordance
with ASC  718-10-30-9,  Measurement  Objective - Fair Value at Grant  Date.  The
grant  date  fair  value  of  the  100,000  warrants  was  estimated  using  the
Black-Scholes  option pricing model to be $262,000.  The assumptions  used were:
expected  dividend  yield of  0.41%;  expected  volatility  of 544%;  risk  free
interest rate of 0%; and expected term of 3 years. The Company expensed $65, 346
in the quarter  ended  November  30, 2012 and  $130,641 in the six month  period
ended November 30, 2012, with $131,359 remaining to be expensed.

                                       10
<PAGE>
On June 12th,  2012,  the Company  entered into an employment  agreement with an
effective  date of June  12,  2012  with its  newly  appointed  Chief  Executive
Officer,  Andrew Ritchie,  for a period of no less than three years. Mr. Ritchie
is entitled to an annual salary of $240,000 and 150,000 stock purchase  warrants
exercisable  to purchase  common  shares of the Company at $1.00 per share.  The
warrants are exercisable for a three year period and can be vested  quarterly on
a pro rata basis over twelve  months from the date of issue.  Additionally,  Mr.
Ritchie  will be  enrolled  in a long term  Executive  Option Plan no later than
three  months  after  the  effective  date of the  employment  agreement  and is
entitled to term life insurance in the face amount of $2,500,000, payable to the
beneficiary  designated by Mr. Ritchie. The warrants awarded have been valued in
accordance  with ASC  718-10-30-9,  Measurement  Objective - Fair Value at Grant
Date. The grant date fair value of the 150,000  warrants was estimated using the
Black-Scholes  option pricing model to be $196,500.  The assumptions  used were:
expected  dividend  yield of  0.37%;  expected  volatility  of 538%;  risk  free
interest rate of 0%; and expected term of 3 years.  The Company expensed $49,022
in the quarter ended November 30, 2012 and $90,444 in the six month period ended
November 30, 2012, with $106,056 remaining to be expensed.

On June 26th,  2012,  the Company  entered into an employment  agreement with an
effective  date of June 1,  2012  with its  newly  appointed  Vice-President  of
Corporate  Development,  Patrick  Johnson,  for a period of no less  than  three
years.  Mr. Johnson is entitled to an annual salary of $84,000 and 100,000 stock
purchase warrants  exercisable to purchase common shares of the Company at $1.00
per share.  The  warrants  are  exercisable  for a three year  period and can be
vested  quarterly on a pro rata basis over twelve months from the date of issue.
Additionally,  Mr. Johnson will be enrolled in a long term Executive Option Plan
no later than three months after the effective date of the employment  agreement
and is entitled to term life insurance in the face amount of $2,500,000, payable
to the  beneficiary  designated by Mr. Johnson.  The warrants  awarded have been
valued in accordance with ASC 718-10-30-9, Measurement Objective - Fair Value at
Grant Date.  The grant date fair value of the  100,000  warrants  was  estimated
using the  Black-Scholes  option pricing model to be $117,000.  The  assumptions
used were:  expected dividend yield of 0.42%;  expected volatility of 537%; risk
free  interest rate of 0%; and expected  term of 3 years.  The Company  expensed
$29,188 in the  quarter  ended  November  30,  2012 and $50,326 in the six month
period ended November 30, 2012, with $66,674 remaining to be expensed.

On September 1, 2012, Domark Canada entered into separate consulting  agreements
with  the  Domark  International  Executive  team  on an as  needed  basis.  The
consultants  will receive a maximum of $1,000 per day based on an hourly rate of
$100 per hour.

As of  November  30,  2012,  the company has  received  additional  loans in the
amounts of $49,470 USD and $108,967 USD from a shareholder of the Company.

NOTE 6. SHAREHOLDERS' DEFICIT

* On May 25,  2012,  - R  Brentwood  Strasler  was  appointed  as  Chairman  and
President / Director,  with an annual compensation of $150,000 and 150,000 share
options at $1.00 which will vest in one year on a quarterly  basis.  The Company
valued the options using the Black-Scholes valuation model. As of the grant date
the options were valued at $262,000 with $65, 346 being  expensed in the quarter
ended  November  30, 2012 and  $130,641  being  expensed in the six month period
ended November 30, 2012.

* On May 28,  2012 - Ian  Nuttall  received an  additional  800,000  shares as a
consultant to Domark of Rule 144 common `A' stock in Domark  International  Inc.
valued at $2,304,000  with $0 being  expensed in the quarter ended  November 30,
2012 and $0 being expensed in the six month period ended November 30, 2012.

* On Jun 18, 2012, - Andrew  Ritchie was appointed as Chief  Executive  Officer/
Director  with an annual  Compensation  of $240,000 and 250,000 share options at
$1.00 which will vest in one year on a quarterly  basis.  The Company valued the
options  using the  Black-Scholes  valuation  model.  As of the  grant  date the
options were valued at $196,500 with $49,022 being expensed in the quarter ended
November  30, 2012 and $90,444  being  expensed  in the six month  period  ended
November 30, 2012.

* On June 21, 2012, - Domark signed a contract with  Barefoot-Science  to become
exclusive  marketing  direct sales  distributor  for North  America.  Barefoot -
Science  will be  issued  2,500,000  shares  of  Preferred  B shares  of  Domark
International  Inc. which are  convertible at any time at request of holder into
common A shares at a 1 Preferred  Series B into 2 Common  shares  ratio.  Shares
will hold a six month  restriction  under 144 rules. The shares have been valued

                                       11
<PAGE>
at  $6,000,000  USD which will be  expensed  over the term of the  agreement  (3
years).  As of November  30, 2012  $500,000  has  expensed in the quarter  ended
November 30, 2012 and  $894,520 has been  expensed in the six month period ended
November 30, 2012.

* On June 26,  2012,  - Patrick  Johnson  was  appointed  as Vice  President  of
Business  Development,  with an annual compensation of $84,000 and 100,000 share
options at $1.00 which will vest in one year on a quarterly  basis.  The Company
valued the options using the Black-Scholes valuation model. As of the grant date
the options were valued at $117,000 with $29,188  being  expensed in the quarter
ended November 30, 2012 and $50,326 being expensed in the six month period ended
November 30, 2012.

* On June 26, 2012,  RBL were  appointed  to look after all Domark  Social media
campaigns.  They were  awarded  a  contract  of $1,000 a month and were  granted
20,000 free  trading  shares in Domark  international  valued at $23,400 with $0
being expensed in the quarter ended November 30, 2012 and $23,400 being expensed
in the six month period ended November 30, 2012.

* On July 11, 2012 - Ian  Nuttall  received an  additional  425,000  shares as a
consultant to Domark of Rule 144 common `A' stock in Domark  International  Inc.
valued at $382,500 with $0 being expensed in the quarter ended November 30, 2012
and $382,500 being expensed in the six month period ended November 30, 2012.

On July 19, 2012, - Domark signs Five-Time American 800 m Champion Nick Symmonds
to endorse Domark products for  compensation of 100,000 shares of rule144 common
A stock in Domark  International  Inc.  valued at  $68,000  with  $17,000  being
expensed in the quarter ended  November 30, 2012 and $25,500  being  expensed in
the six month period ended November 30, 2012.

* On July 25,  2012, - Domark  signs Will Claye to endorse  Domark  products for
compensation of 50,000 shares of rule144 common A stock in Domark  International
Inc.  valued at $34,000 with $8,500 being expensed in the quarter ended November
30, 2012 and $12,750 being  expensed in the six month period ended  November 30,
2012.

* On December 11, 2012 - Ian Nuttall received an additional  775,000 shares as a
consultant to Domark of Rule 144 common `A' stock in Domark  International  Inc.
valued at $143,375 with $0 being expensed in the quarter ended November 30, 2012
and $0 being expensed in the six month period ended November 30, 2012.

Our common  stock is traded in the  over-the-counter  market,  and quoted in the
National  Association  of  Securities  Dealers  Inter-dealer   Quotation  System
("Electronic   Bulletin   Board)  and  can  be  accessed  on  the   Internet  at
www.otcbb.com under the symbol "DOMK.OB".

As of  November  30,  2012,  there were  29,540,298  shares of our common  stock
outstanding  and 50,000  shares of Preferred  Series A (1000:1  conversion)  and
2,500,000   shares  of  Preferred   Series  B  (2:1   conversion).   There  were
approximately 84 shareholders of record of the Company's common stock.

NOTE 7. CONTINGENCIES

* On May 21,  2009,  the Company  entered into that  certain  Agreement  for the
Exchange of Common  Stock (the  "Victory  Lane  Agreement")  with  Victory  Lane
Financial  Elite,  LLC ("Victory  Lane") with respect to a real estate lifestyle
business known as Victory Lane (the "Victory Lane  Business")  pursuant to which
the Company intended to purchase the Victory Lane Business.  Shortly thereafter,
a  dispute  arose  between  the  Company  and  Victory  Lane  regarding  alleged
misrepresentations  made by Victory  Lane in  connection  with the Victory  Lane
Agreement.

* In August,  2009, Victory Lane Financial Elite, LLC, Legacy  Development,  LLC
and  Patrick  Costello  filed suit in the  Superior  Court of  Tattnall  County,
Georgia (Civ. No. 2009-V-381-JW) against the Company, R. Thomas Kidd and various
officers and  directors of the Company,  alleging that the Company was in breach
of the Victory Lane Agreement and that the Company and certain of the individual
defendants  had committed  various torts against the plaintiffs and that certain
of the  individual  defendants had violated  various  fiduciary and other duties
owed to the  plaintiffs  in connection  with the Victory Lane  Agreement and the
handling of the Victory Lane Business (the "VLFE Case"). The plaintiffs sought a
declaratory  judgment to the effect that the Victory Lane Agreement had not been
executed,  as well  as  money  damages  from  the  Company  and  the  individual
defendants.  The Company and Mr. Kidd have answered the  Complaint,  denying any

                                       12
<PAGE>
liability for the  plaintiff's  claims and have asserted  various  counterclaims
including  fraud and other torts.  In July 2010 the court  dismissed  all of the
individual  defendants,  other than R. Thomas  Kidd,  in response to a motion to
dismiss for lack of jurisdiction. The case has since been stayed.

* In December,  2009,  AHIFO-21,  LLC filed a lawsuit in the  Superior  Court of
Tattnall  County,  Georgia (Civ. No.  2009-V-672-JS)  against Victory Lane, LLC,
Patrick J. Costello and Stephen Brown (the "Victory Lane  Defendants")  alleging
that the Victory Lane  Defendants  owe the  plaintiff  more than  $7,740,000  in
respect  of one or more loans made by the  plaintiff  to certain of the  Victory
Lane Defendants in connection with the Victory Lane Business (the "AHIFO Case").
In February,  2010, the Victory Lane  Defendants  filed a Third Party  Complaint
against the Company and R. Thomas Kidd,  claiming  that the Company and Mr. Kidd
should be liable for any amounts the Victor Lane  Defendants are required to pay
to the  plaintiff  in this case.  The  Company and Mr.  Kidd have  answered  the
Complaint,  denying any liability for the  plaintiff's  claims and have asserted
various counterclaims  including fraud and other torts. The Company and Mr. Kidd
filed a motion to dismiss  the Third  Party  Complaint,  but the entire case was
subsequently stayed.

* Because  each of the VLFE Case and the AHIFO Case have been stayed and because
discovery  in  those  cases is not  complete,  the  Company  has not  reached  a
determination  that any loss is other  than  remote  and that the  amount of any
damages,  if any were  determined  adverse to the Company,  would be  reasonably
estimable.  The Company  believes  that it has  meritorious  claims  against the
opposing  parties with respect to the Victory Lane Agreement and that the claims
asserted  against it are not  meritorious.  The Company intends to defend itself
vigorously.

NOTE 8. COMMITMENTS

* On July 16, 2012, - Leading  specialist Sports Physio was appointed to Domarks
advisory committee with a signing agreement of $10,000.

* On June 28,  2012,  - Domark  donates a Noraxon  foot Scanner to Sean Penna to
assist in the training of the U.S Olympic team. The machine cost $19,495, and is
being purchased through a rental buy agreement of $895 a month.

NOTE 9. LIABILITIES & NOTES PAYABLE

On February 29,  2012,  Company  entered  into a Promissory  Note with R. Thomas
Kidd, our then Chief  Executive  Officer of the Company,  and Infinite  Funding,
Inc.  ("IFI").  This Note  replaces four  promissory  notes issued by IFI to the
Company as more fully described below.

Effective  March 3, 2011, we obtained an unsecured loan in the amount of $75,000
from Infinite  Funding,  Inc. ("IFI") as evidenced by a Promissory Note from the
Company to Infinite Funding, Inc. dated March 3, 2011 (the "IFI Note"). The Note
was amended  three times to extend the due date and was first amended on June 9,
2011, a second time on September 28, 2011, and a third  amendment on December 9,
2011.  Pursuant to the  amendments,  the Company agreed to pay extension fees of
$30,000, thereby increasing the principle balance of this Note to $105,000.

Effective  June 10, 2011, we obtained an unsecured loan in the amount of $75,000
from Infinite  Funding,  Inc. ("IFI") as evidenced by a Promissory Note from the
Company to Infinite Funding, Inc. dated June 10, 2011 (the "IFI Note"). The Note
was amended two times to extend the due date and was first  amended on September
28, 2011 and again on December 9, 2011. Pursuant to the amendments,  the Company
agreed to pay  extension  fees of  $20,000,  thereby  increasing  the  principle
balance of this Note to $95,000.

Effective  September  28, 2011,  we obtained an unsecured  loan in the amount of
$40,000 from Infinite  Funding,  Inc.  ("IFI") as evidenced by a Promissory Note
from the Company to Infinite  Funding,  Inc. dated  September 28, 2011 (the "IFI
Note").  The Note was  amended  to  extend  the due date on  December  9,  2011.
Pursuant  to this  amendment,  the  Company  agreed to pay an  extension  fee of
$10,000, thereby increasing the principle balance of this Note to $50,000.

Effective  December  9, 2011,  we obtained  an  unsecured  loan in the amount of
$100,000 from Infinite  Funding,  Inc. ("IFI") as evidenced by a Promissory Note
from the  Company to Infinite  Funding,  Inc.  dated  December 9, 2011 (the "IFI
Note").

                                       13
<PAGE>
As a result  of  consolidating  the  aforementioned  debt,  the  Company  is now
obligated  under  a  single  Promissory  Note  dated  February  29,  2012 in the
aggregate  principle  amount of $355,645 along with $2,689 in accrued  interest.
The Note is due on October  15, 2012 and  accrues  interest at 3% per annum.  In
addition,  R Thomas Kidd executed a Personal Guarantee of the Note, whereby Kidd
guarantees  the  payment of  $100,000  of the  principle  balance in an Event of
Default pursuant to Article III of the Note. As of November 30, 2012 the note is
in default and the interest  rate has  increased to a default  interest  rate of
18%.

MASTER CREDIT AGREEMENTS

On March 2, 2012,  the  Company  entered  into a Master  Credit  Agreement  with
Infinite Funding,  Inc. which provides for a non-revolving  line of credit.  The
Company may request  advances  under the lending  facility by issuing  borrowing
certificates  to the Lender.  Each borrowing  certificate,  together with simple
interest accrued at 8% per year,  becomes payable one year after the date of the
advance  received.  Infinite  Funding has amended the Master  Credit  Agreement,
increasing the amount of the Lending  Facility from $150,000 to $200,000.  As of
November 30, 2012, the Company received $190,000 in advances and the Company has
accrued $1,375 in interest.

As of  November  30,  2012,  the company has  received  additional  loans in the
amounts of $49,470 USD and $108,967 USD from a shareholder of the Company.

NOTE 10. DEBT FORGIVENESS

On February 29, 2012 the Company  executed a Memorandum of Agreement with Xiamen
Tiauyang Neng Gongsi and Michael  Franklin related to the acquisition of certain
exclusive  worldwide  licensing and joint patent  rights.  All old inventory was
returned to the manufacturer during the quarter and all monies paid by Domark to
XSE in the past have been applied against all outstanding payables owing to XSE.
As of November  30, 2012 the Company  recorded  debt  forgiveness  in the amount
$24,197 for returned inventory to Xiamen Tiauyang Neng Gongsi as payment for all
outstanding debt.

NOTE 11 - WARRANTS AND OPTIONS

During the six months ended  November 30,  2012,  the Company  issued a total of
350,000  warrants  to the  officers  of the  Company,  the  warrants  vest  on a
quarterly basis over twelve months from the date of the issuance. See Note 5.

The following is a summary of the status of all of the Company's  stock warrants
as of November 30, 2012 and changes during the six months ended on that date:

                                                  Number of     Weighted-Average
                                                  Warrants       Exercise Price
                                                  --------       --------------
Outstanding at June 1, 2012                             --           $1.00
Granted                                            350,000           $1.00
Exercised                                               --           $0.00
Cancelled                                               --           $0.00
                                                   -------           -----

Outstanding at November 30, 2012                   350,000           $1.00
                                                   =======           =====

Warrants exercisable at November 30, 2012          350,000           $1.00
                                                   =======           =====

Warrants exercisable at November 30, 2011               --           $0.00
                                                   =======           =====

                                       14
<PAGE>
The following table summarizes  information about stock warrants outstanding and
exercisable at November 30, 2012:

                   STOCK WARRANTS OUTSTANDING AND EXERCISABLE
                   ------------------------------------------

                                             Remaining         Weighted-Average
                      Number of Warrants    Contractual        Weighted- Average
Exercise Price           Outstanding        Life in Years       Exercise Price
--------------           -----------        -------------       --------------
   $ 1.00                  350,000              2.54               $ 1.00

NOTE 12.  SUBSEQUENT EVENTS

* On December 11, 2012 - Ian Nuttall received an additional  775,000 shares as a
consultant to Domark of Rule 144 common `A' stock in Domark  International  Inc.
valued at $143,375.

* On October 1, 2012, - James Kerr was appointed as Chief Financial Officer. The
Company has not  finalized  James'  employment  contract as of the date of these
financial statements.

                                       15
<PAGE>
ITEM 2 - MANAGEMENT DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following is  management's  discussion  and analysis of certain  significant
factors that have affected our financial  position and operating  results during
the periods included in the accompanying  consolidated financial statements,  as
well as information relating to the current plans of our management. This report
includes   forward-looking   statements.   Generally,   the  words   "believes",
"anticipates",   "may",  "will",  "should",  "expect",   "intend",   "estimate",
"continue",  and  similar  expressions  or the  negative  thereof or  comparable
terminology are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties,  including the matters set forth
in this report or other  reports or  documents we file with the  Securities  and
Exchange  Commission  from time to time,  which  could cause  actual  results or
outcomes to differ materially from those projected. Undue reliance should not be
placed on these  forward-looking  statements,  which  speak  only as of the date
hereof. We undertake no obligation to update these forward-looking statements.

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

RECENT DEVELOPMENTS

The Second  Quarter  represents  a turning  point in the  Company's  progress as
management  continued to review  operations and restructuring  initiatives.  The
main  operations  of the company have been the sale of our Apple iPhone and iPad
solar battery charging covers through our subsidiary Solawerks and our licensed,
patented and FDA approved shoe insole from Barefoot Science Inc.

The Company has spent the second quarter  restructuring  the company and testing
various media platforms for the effective sales execution of our products.  This
included  building  our product  websites  and  designing  and  structuring  our
affiliate programs. During the Quarter the company ceased to sell our old models
of the Solawerks product line and commissioned the design and manufacturing of a
new infra red and solarly charged cases for the iPhone,  iPad and Samsung Galaxy
3 product  line.  These new  products  were tested  with great  success and full
launch is expected in the beginning of 2013.

During  the  Quarter,  management  also  asked  our  legal  team to  review  all
outstanding  shares  issued  by the old  management  team  that  were  due to be
released in this Quarter. Our lawyers put an administrative hold on these shares
while  each  case was  individually  reviewed  for  justification  of  issuance.
Management  continued to review the Company's past financial history,  including
share and debt structure,  and has made tremendous progress in ensuring that the
best capital structure is utilized going forward.

On  February  29,  2012,  the  Company  formed a new  wholly  owned  subsidiary,
Solawerks,  Inc.  in the state of  Nevada,  for the  purposes  of  entering  the
business of marketing specialized solar consumer electronics.

On February 29, 2012,  the Company  entered into a Memorandum of Agreement  with
Xiamen Taiyang Neng Gongsi and Michael Franklin. For and in consideration of the
payment of an initial  license  fee of  $10,000,  and for the future  payment of
royalties, Xiamen granted an exclusive worldwide license and joint patent rights
to Domark  International,  Inc. for a solar  charging  case for IPAD,  including
IPAD3.  There is no  prior  business  relationship  with  Xiamen,  or any of its
officers or directors. As of November 30, 2012 the exclusive rights were revoked
and became non-exclusive.

On March 5, 2012, the Company entered into an Asset Purchase  Agreement with its
controlling  shareholder,  R.  Thomas  Kidd,  for the sale of its  wholly  owned
subsidiary,  Armada/The Golf Championships,  and certain assets related thereto.
As  consideration,  the Mr. Kidd  returned  9,771,500  shares of common stock to
treasury.

                                       16
<PAGE>
On March 5, 2012,  Michael  Franklin  purchased  50,000  shares of the Company's
Series A Preferred  Stock from R Thomas  Kidd.  Our Series A Preferred  Stock is
convertible  into  Common  Stock at the rate of 1,000  shares of Common for each
share  of  Preferred.  In  addition,  our  Preferred  stock  has  voting  rights
equivalent  to  1,000  votes  per  share.  Upon  the  conclusion  of the  Armada
transaction,  Franklin became the controlling shareholder of Domark by virtue of
his ownership of 50,000 shares of Preferred Stock with voting rights  equivalent
to 50,000,000 shares of our Common Stock.

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

On March 29, 2012, our prior CEO, Tom Kidd,  returned to the Company's treasury,
50,000 shares of its Series A Preferred Stock and 9,771,500 shares of its Common
Stock. These shares were then cancelled. There are 50,000 issued and outstanding
shares of the Company's Series `A' Preferred Stock,  owned by the Company's CEO,
Michael Franklin.

Effective May 25, 2012, Michael Franklin, Chairman and CEO the Company, resigned
from all  positions  held  with the  Company,  including  resigning  from  Board
service.  There was no  disagreement  between the Registrant and Mr. Franklin at
the time of his resignation from the Board of Directors.

On May  25,  2012,  the  Company's  Shareholders  appointed  Brent  Strasler  as
Director, President and Corporate Secretary.

On June 1, 2012, the Company hired Andrew S. Ritchie as Chief Executive Officer.

On June 1, 2012, the Company hired Patrick Johnson as Vice-President of Business
Development.

On June 20, 2012, the Company  signed a long term 3 year license  agreement with
Barefoot  Science.  The agreement  provided  Barefoot with  2,500,000  shares of
Series B preferred shares  convertible to 2 shares of common for every preferred
share held in exchange for rights to Barefoot Science technologies.

On October 31st,  2012,  C.E.O.  Andrew  Ritchie was appointed  President of the
Company  with  Brent  Strasler  remaining  with  the  company  as  Non-Executive
Chairman.

On October 1st, 2012,  James Kerr, CMA was hired as Chief  Financial  Officer of
the Company.  The Company has not finalized James' employment contract as of the
date of these financial statements.

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 cash flows do not adequately support the operating expenses of the
Company.  We  received  $0 in  fiscal  years  2012 and 2011 from the sale of our
common  stock.  The Company will  continue to require  financing  from loans and
notes payable until such time our business has  generated  income  sufficient to
carry our operating costs.

Cash used by operating  activities for the six month period ending  November 30,
2012  was   ($203,374)   compared  to  $(267,854)  for  the  same  period  2011.
Depreciation  and  amortization  expense for the six months period was $2,983 as
compared to $3,888 for the period ending November 30, 2011.

Cash  used  in  investing  activities  was $0 for the six  month  period  ending
November 30, 2012 compared to $(4,000) for the period ending  November 30, 2011.
Cash  provided  by  financing  activities  was  $157,437  for the period  versus
$281,983 for the six month period ending November 30, 2011. Financing activities
consisted of cash received from shareholders and notes payable.

                                       17
<PAGE>
OTHER CONSIDERATIONS

There are numerous factors that affect the Company's business and the results of
its operations.  Sources of these factors include general  economic and business
conditions,  federal and state regulation of business  activities,  the level of
demand for  services,  the level and  intensity of  competition  in the, and our
ability to continue  to improve  our  infrastructure,  including  personnel  and
systems,  to keep pace with our  anticipated  rapid growth in the development of
our business.

RESULTS OF OPERATIONS

QUARTER ENDED NOVEMBER 30, 2012

The Company had $16,193 in total  revenues  for the quarter  ended  November 30,
2012. Revenues earned for the period were related to sales through the Company's
wholly owned  subsidiaries  Musclefoot Inc. $15,651 and Solawerks Inc. $542. The
same period in 2011 resulted in zero revenue for the Company.

During the quarter,  all iPad inventory held by Solawerks was returned to XSE to
be  replaced  with the new  iPhone and iPad  products  developed  by  Solawerks.
Remaining inventory on the financials was written off against any payables owing
to the manufacturer in the form of monies paid to date to the manufacturer, XSE.

General and  administrative  expenses for the quarter increased from $232,824 in
the first quarter to $306,473 in the second.  The increase is primarily  related
to increased operating costs for Domark  International during the 3 month period
ending November 30, 2012 when compared to the 3 months ending August 30, 2012.

The operating  loss for the quarter  amounted to  ($942,123)  and a net loss per
share of $0.03 vs. a net loss of (418,792) and a net loss per share of $0.01 for
the same 3 month period in 2011.

SIX MONTHS ENDED NOVEMBER 30, 2012 VS. NOVEMBER 30, 2011

General and  administrative  expenses for the six months ended November 30, 2012
were  $539,297  compared to $271,154 for the same six month period in 2011.  The
increase is primarily  related to the Company incurring  significant  expense in
stock compensation and advertising relating to the development of Solawerks Inc.
and Musclefoot  Inc.,  the Company's  wholly owned  subsidiaries.  The Company's
operations  during fiscal 2012 were funded through  interest free,  demand notes
from shareholders and short term loans financed through Infinite Funding.  As of
November 30,  2012,  the Company is indebted to a  shareholder  in the amount of
$158,437 and to Infinite Funding in the aggregate of $545,645 plus interest.

The  operating  loss  for  the six  months  ending  November  2012  amounted  to
(2,114,123) vs a loss of (543,741)  ending  November 2011.  This translates to a
Net loss per share of 0.07 for the period ending  Novermber  2012 and a Net loss
per share of 0.02 for the same six month period ending November 2011.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

                                       18
<PAGE>
ITEM 4 - CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management  team,  under the supervision and with the  participation  of our
principal executive officer and our principal  financial officer,  evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures as such term is defined under Rule  13a-15(e)  promulgated  under the
Securities Exchange Act of 1934, as amended ("Exchange Act"), as of the last day
of the fiscal  period  covered  by this  report,  November  30,  2012.  The term
disclosure  controls and procedures means our controls and other procedures that
are  designed to ensure that  information  required to be disclosed by us in the
reports that we file or submit  under the  Exchange Act is recorded,  processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. Disclosure controls and procedures include, without limitation,  controls
and procedures  designed to ensure that information  required to be disclosed by
us in the reports that we file or submit  under the Exchange Act is  accumulated
and communicated to management,  including our principal executive and principal
financial officer,  or persons  performing similar functions,  as appropriate to
allow timely decisions regarding required disclosure.  Based on this evaluation,
our principal  executive  officer and our principal  financial officer concluded
that our disclosure  controls and  procedures  were not effective as of November
30, 2012.

Our  principal  executive  officer  and our  principal  financial  officer,  are
responsible for establishing  and maintaining  adequate  internal  controls over
financial  reporting,  as such term is defined in Exchange Act Rules  13a-15(f).
Management  is  required  to base its  assessment  of the  effectiveness  of our
internal  control over  financial  reporting on a suitable,  recognized  control
framework,  such as the  framework  developed  by the  Committee  of  Sponsoring
Organizations   ("COSO").   The   COSO   framework,    published   in   INTERNAL
CONTROL-INTEGRATED  FRAMEWORK,  is  known  as the  COSO  Report.  Our  principal
executive  officer  and our  principal  financial  officer  have chosen the COSO
framework  on which  to base  its  assessment.  Based  on this  evaluation,  our
management  concluded that our internal control over financial reporting was not
effective as of November 30, 2012.

There were no changes in our internal  control  over  financial  reporting  that
occurred  during the fiscal year ended  November  30, 2012 that have  materially
affected,  or are reasonably likely to materially  affect, our internal controls
over financial reporting.

It should be noted  that any  system of  controls,  however  well  designed  and
operated,  can provide  only  reasonable  and not  absolute  assurance  that the
objectives of the system are met. In addition,  the design of any control system
is based in part upon  certain  assumptions  about  the  likelihood  of  certain
events.  Because of these and other  inherent  limitations  of control  systems,
there can be no assurance  that any design will succeed in achieving  its stated
goals under all potential future conditions, regardless of how remote.

Management is aware that there is a lack of segregation of duties at the Company
due to the small number of employees  dealing  with general  administrative  and
financial matters. However, at this time management has decided that considering
the abilities of the employees now involved and the control procedures in place,
the risks  associated  with such lack of  segregation  are low and the potential
benefits  of adding  employees  to clearly  segregate  duties do not justify the
substantial   expenses   associated   with  such   increases.   Management  will
periodically reevaluate this situation.

                           PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

On May 21,  2009,  the Company  entered  into an  Agreement  for the Exchange of
Common Stock (the "Victory Lane  Agreement")  with Victory Lane Financial Elite,
LLC ("Victory Lane") with respect to a real estate  lifestyle  business known as
Victory  Lane (the  "Victory  Lane  Business")  pursuant  to which  the  Company
intended to purchase the Victory Lane Business.  Shortly  thereafter,  a dispute
arose    between   the   Company   and   Victory    Lane    regarding    alleged
miss-representations  made by Victory Lane in  connection  with the Victory Lane
Agreement.

                                       19
<PAGE>
In August, 2009, Victory Lane Financial Elite, LLC, Legacy Development,  LLC and
Patrick  Costello filed suit in the Superior Court of Tattnall  County,  Georgia
(Civ.  No.  2009-V-381-JW)  against  the  Company,  R.  Thomas  Kidd and various
officers and  directors of the Company,  alleging that the Company was in breach
of the Victory Lane Agreement and that the Company and certain of the individual
defendants  had committed  various torts against the plaintiffs and that certain
of the  individual  defendants had violated  various  fiduciary and other duties
owed to the  plaintiffs  in connection  with the Victory Lane  Agreement and the
handling of the Victory Lane Business (the "VLFE Case"). The plaintiffs sought a
declaratory  judgment to the effect that the Victory Lane Agreement had not been
executed,  as well  as  money  damages  from  the  Company  and  the  individual
defendants.  The Company and Mr. Kidd have answered the  Complaint,  denying any
liability for the  plaintiff's  claims and have asserted  various  counterclaims
including  fraud and other torts.  In July 2010 the court  dismissed  all of the
individual  defendants,  other than R. Thomas  Kidd,  in response to a motion to
dismiss for lack of jurisdiction. The case has since been stayed.

In  December,  2009,  AHIFO-21,  LLC filed a lawsuit  in the  Superior  Court of
Tattnall  County,  Georgia (Civ. No.  2009-V-672-JS)  against Victory Lane, LLC,
Patrick J. Costello and Stephen Brown (the "Victory Lane  Defendants")  alleging
that the Victory Lane  Defendants  owe the  plaintiff  more than  $7,740,000  in
respect of one or more  loans made by the  plaintiff  to  certain  Victory  Lane
Defendants in connection  with the Victory Lane Business (the "AHIFO Case").  In
February,  2010,  the Victory  Lane  Defendants  filed a Third  Party  Complaint
against the Company and R. Thomas Kidd,  claiming  that the Company and Mr. Kidd
should be liable for any amounts the Victor Lane  Defendants are required to pay
to the  plaintiff  in this case.  The  Company and Mr.  Kidd have  answered  the
Complaint,  denying any  liability for the  plaintiff's  claims and Mr. Kidd has
asserted various counterclaims  including fraud and other torts. The Company and
Mr.  Kidd filed a motion to dismiss the Third  Party  Complaint,  but the entire
case was subsequently stayed.

Because  each of the VLFE Case and the AHIFO Case have been  stayed and  because
discovery  in  those  cases is not  complete,  the  Company  has not  reached  a
determination  that any loss is other  than  remote  and that the  amount of any
damages,  if any were  determined  adverse to the Company,  would be  reasonably
estimable.  The Company  believes  that it has  meritorious  claims  against the
opposing  parties with respect to the Victory Lane Agreement and that the claims
asserted  against it are not  meritorious.  The Company intends to defend itself
vigorously.

On January 24, 2012, the Company was made aware by the Chief  Executive  Officer
of the  Company,  that a  complaint  had been  filed  against  the  Company  for
approximately  $534,000 by the United States Trustee for the Middle  District of
Florida to claim  against funds we owed to our Chief  Executive  Officer and his
wife.  On January 23,  2012,  the  Trustee's  Motion for  Approval and Notice of
Compromise  was filed to obtain the approval of the court of a settlement of the
matters that were the subject of the  complaint.  On April 24, 2012, the Company
was advised that the  complaint,  which was never  served,  was  dismissed  with
prejudice by the US Trustee.

ITEM 1A - RISK FACTORS

Not required.

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

None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior  securities  during the interim  period ended
February 29, 2012.

ITEM 4 - MINE SAFETY DISCLOSURE

None.

                                       20
<PAGE>
ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS

Exhibit
 No.                           Document Description
 ---                           --------------------

31.1     Certification  of Ceo Pursuant to 18 U.s.c.  Section  1350,  as Adopted
         Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2     Certification  of Cfo Pursuant to 18 U.s.c.  Section  1350,  as Adopted
         Pursuant to Section 302 of the Sarbanes-oxley Act of 2002.

32.1*    Certification  of Ceo Pursuant to 18 U.s.c.  Section  1350,  as Adopted
         Pursuant to Section 906 of the Sarbanes-oxleyact of 2002.

32.2*    Certification  of Cfo Pursuant to 18 U.s.c.  Section  1350,  as Adopted
         Pursuant to Section 906 of the Sarbanes-oxleyact of 2002.

101      Interactive data files pursuant to Rule 405 of Regulation S-T.

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

                                       21
<PAGE>
                                   SIGNATURES

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

DOMARK INTERNATIONAL, INC.
     REGISTRANT


By: /s/ Andrew Ritchie
    ----------------------------------
    Andrew Ritchie
    Chief Executive Officer
Date: January 28, 2013


By: /s/ Andrew Ritchie
    ----------------------------------
    Andrew Ritchie
    Principal Financial Officer
Date: January 28, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on the 28th day of January.


/s/ Andrew Ritchie
----------------------------------
Andrew Ritchie
Chief Executive Officer


/s/ Andrew Ritchie
----------------------------------
Andrew Ritchie
Principal Financial Officer

                                       22