U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) October 20, 2008
Commission File No. 333-136247
DOMARK INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 20-4647578
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1809 East Broadway #125
Oviedo, Florida 32765
(Address of principal executive offices)
(757) 572-9241
(Issuer's telephone number)
As used in this report, the terms "we", "us", "our", "our company" "Domark"
refer to Domark International, Inc., a Nevada corporation.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in this Current Report on Form 8-K contains some
forward-looking statements. Certain of the matters discussed concerning our
operations, cash flows, financial position, economic performance and financial
condition, and the effect of economic conditions include forward-looking
statements.
Statements that are predictive in nature, that depend upon or refer to future
events or conditions or that include words such as "expects," "anticipates,"
"intends," "plans," "believes," "estimates" and similar expressions are
forward-looking statements. Although we believe that these statements are based
upon reasonable assumptions, including projections of orders, sales, operating
margins, earnings, cash flow, research and development costs, working capital,
capital expenditures and other projections, they are subject to several risks
and uncertainties.
Investors are cautioned that our forward-looking statements are not guarantees
of future performance and the actual results or developments may differ
materially from the expectations expressed in the forward-looking statements.
As for the forward-looking statements that relate to future financial results
and other projections, actual results will be different due to the inherent
uncertainty of estimates, forecasts and projections may be better or worse than
projected. Given these uncertainties, you should not place any reliance on these
forward-looking statements. These forward-looking statements also represent our
estimates and assumptions only as of the date that they were made. We expressly
disclaim a duty to provide updates to these forward-looking statements, and the
estimates and assumptions associated with them, after the date of this filing to
reflect events or changes in circumstances or changes in expectations or the
occurrence of anticipated events. You are advised, however, to consult any
additional disclosures we make in our reports on Form 10-KSB, Form 10-QSB, Form
8-K, or their successors.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 20, 2008, we executed an agreement between Mecanismo Corp., a Nevada
Corporation, Domark and R. Thomas Kidd (the "Agreement"), whereby pursuant to
the terms and conditions of that Agreement, Mecanismo Corp. acquired nine
million, nine hundred and seventy three thousand, three hundred and ninety seven
(9,973,397) shares of SportsQuest, Inc. common stock and one hundred thousand
(100,000) shares of SportsQuest, Inc. preferred stock held by us. As a condition
to this acquisition, the judgment arising from CASE BC 359831 LOS ANGELES
SUPERIOR COURT Veridigm Inc (f/k/a E-Notes Systems Inc (DE) ("the Plaintiff"),
against TotalMed Systems, Inc., (The "Defendant") shall be assigned to Domark
and Domark shall receive a promissory note in the amount of One Hundred Thousand
Dollars ($100,000). Consequently, Domark will no longer be a controlling
shareholder of SportsQuest, Inc.
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The closing of the transactions in the agreement are contingent upon
satisfaction of closing conditions listed in the Agreement, a form of which is
attached hereto as Exhibit 10.1.
The transfer of the securities above were effected in reliance on the exemptions
for sales of securities not involving a public offering, as set forth in Rule
506 promulgated under the Securities Act of 1933, as amended (the "Securities
Act") and in Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506
of Regulation D.
ITEM 2.01 - ACQUISITION OR DISPOSITION OF ASSETS
See Item 1.01 above.
ITEM 3.02 - UNREGISTERED SALE OF EQUITY SECURITIES
See Item 1.01 above.
ITEM 9.01 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(d) Exhibits
10.1 Agreement by and between Mecanismo Corp., a Nevada Corporation, Domark
International, Inc., a Nevada Corporation and R. Thomas Kidd, dated
October 20, 2008.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DoMark International, Inc.
Date: October 22, 2008 By: /s/ R. Thomas Kidd
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R. Thomas Kidd
Chairman, President Chief Executive Officer
(Principle Executive Officer, Principle
Financial Officer)
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