U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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
incorporation or organization) Identification No.)
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-K, Form
10-QSB, Form 10-Q, 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. In addition, on December 28,
2008, the Agreement was amended to waive the closing condition of minimum
capital raise of $250,000. The Amendment is attached hereto as Exhibit 10.2. 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.
2
The closing of the transaction occurred on December 29, 2008.
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 (incorporated by
reference by the Companies' filing on Form 8-K, on November 7, 2008).
10.2 Amendment to the 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: December 29, 2008 By: /s/ R. Thomas Kidd
-------------------------------------------
R. Thomas Kidd
Chairman, President Chief Executive Officer
(Principle Executive Officer, Principle
Financial Officer)
3