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) November 6, 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 November 6, 2008, we executed an asset purchase agreement between Emerging
Growth Advisors, LLC, a Florida limited liability company ("EGA") and Domark
(the "Agreement"), whereby pursuant to the terms and conditions of that
Agreement, Domark acquired the right, title, and interest of EGA in and to all
of the assets of EGA used exclusively in their business in return for one
million (1,000,000) shares of Domark common stock. The closing of the
transactions in the agreement are contingent upon satisfaction of closing
conditions listed in the Agreement, a form of which is attached hereto as
Exhibit 10.1. EGA is engaged in the business of marketing, designing and
distributing consulting services for small cap public companies and owns certain
hardware, software and other assets and intellectual property in connection with
their business.
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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 Asset Purchase Agreement by and between Emerging Growth Advisors, LLC, a
Florida limited liability company and Domark International, Inc., a Nevada
corporation, dated November 6, 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: November 10, 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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