As filed with the Securities and Exchange Commission on January 5, 2009
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DOMARK INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 7641 20-4647578
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1809 East Broadway #125, Oviedo, Florida 32765
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (757) 572-9241
2008 EMPLOYEES AND CONSULTANTS STOCK OPTION PLAN
(Full title of the plan)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
Joseph I. Emas, Attorney at Law
1224 Washington Avenue
Miami Beach, Florida 33139
Telephone: 305.531.1174
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount of
Title of Securities Amount to be Maximum Offering Maximum Aggregate Registration
to be Registered Registered Price Per Share Offering Price Fee
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Common Stock,
$0.001 par value 2,000,000(1) $4.00(2) $8,000,000(2) $315.00(2)
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(1) Represents shares reserved for issuance upon exercise of options granted
under the Registrant's Employees and Consultants Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457 (c) and 457(h) under the Securities Act of 1933
and based upon an average of the high and low prices reported on the
over-the-counter bulletin board on December 26, 2008.
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DOMARK INTERNATIONAL, INC.
REOFFER PROSPECTUS
500,000 SHARES OF COMMON STOCK
ACQUIRED BY THE SELLING STOCKHOLDERS UNDER THE
DOMARK INTERNATIONAL, INC. 2008 EMPLOYEES AND CONSULTANTS STOCK OPTION PLAN
This Reoffer Prospectus (the "Prospectus") relates to an aggregate of up to
500,000 shares (the "Shares") of Common Stock, without par value per share (the
"Common Stock"), of DoMark International, Inc., an Nevada corporation (the
"Company"), which may be offered and sold from time to time by certain
stockholders of the Company (the "Selling Stockholders") who have previously
acquired such Shares pursuant to the DoMark International, Inc. 2008 Employees
and Consultants Stock Option Plan (the "Plan"). See "Selling Stockholders"
below. This Prospectus does not relate to any shares of Common Stock issued
under the Plan after the date of this Prospectus.
The Company will not receive any of the proceeds from sales of the Shares
by any of the Selling Stockholders. The Shares may be offered from time to time
by any or all of the Selling Stockholders (and their donees and pledgees) only
in one or more transactions on or through the Over The Counter Bulletin Board
(or any successor stock exchange), at such prices as the Selling Stockholder may
determine, which may relate to market prices prevailing at the time of sale. See
"Plan of Distribution". All costs, expenses and fees in connection with the
registration of the Shares will be borne by the Company. Brokerage commissions
and similar selling expenses, if any, attributable to the offer or sale of the
Shares will be borne by the Selling Stockholder (or their donees and pledgees).
Each Selling Stockholder and any broker executing selling orders on behalf
of a Selling Stockholder may be deemed to be an "underwriter" as defined in the
Securities Act of 1933, as amended (the "Securities Act"). Any commissions paid
to broker-dealers and, if broker-dealers purchase any of the Shares as
principals, any profits received by such broker-dealers on the resale of the
Shares, may be deemed to be underwriting discounts or commissions under the
Securities Act. In addition, any profits realized by the Selling Stockholders
may be deemed to be underwriting commissions.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. PLEASE CAREFULLY CONSIDER THE
"RISK FACTORS" IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MAY 31,
2008.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The complete mailing address and telephone number of our principal
executive offices is: DoMark International, Inc., 1809 East Broadway #125,
Oviedo, Florida 3276585258; Attention: President; (757) 572-9241.
The date of this prospectus is January 5, 2009
TABLE OF CONTENTS
Page
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3
ABOUT THIS PROSPECTUS
THE COMPANY 3
RISK FACTORS 4
USE OF PROCEEDS 4
SELLING STOCKHOLDERS 4
PLAN OF DISTRIBUTION 4
LEGAL MATTERS 5
EXPERTS 5
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 5
WHERE YOU CAN FIND ADDITIONAL INFORMATION 5
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. THE INFORMATION CONTAINED IN THIS PROSPECTUS
OR ANY PROSPECTUS SUPPLEMENT, AS WELL AS INFORMATION INCORPORATED BY REFERENCE,
IS CURRENT ONLY AS OF THE DATE OF THAT INFORMATION. THE COMPANY'S BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS MAY HAVE CHANGED SINCE THAT DATE.
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ABOUT THIS PROSPECTUS
This Prospectus relates to 500,000 Shares of the Company's Common Stock
previously acquired by the Selling Stockholders under the Plan. This Prospectus
does not relate to any shares of Common Stock issued under the Plan after the
date of this Prospectus. The Selling Stockholders described in this Prospectus
may sell the Shares until the Company terminates this offering. Most of the
information about the Company that you need to know before you invest in the
Shares is not included in this Prospectus, but rather is incorporated by
reference into this Prospectus. You should obtain and read the information
described below under the headings "Incorporation of Certain Documents by
Reference" and "Where You Can Find More Information" in order to have all the
important information about the Company.
THE COMPANY
DOMARK INTERNATIONAL, INC. ("DoMark" or "Company") was incorporated under
the laws of the State of Nevada on March 30, 2006. The Company was formed to
engage in the acquisition and refinishing of aged furniture using exotic
materials and then reselling it through interior decorators, high-end
consignment shops and online sales. The Company has abandoned it prior business
of exotic furniture sales and is acquiring operating entities through
acquisition that will bring value to the company and then providing
administrative, marketing, management, and media services in support of the
acquired entities.
SUBSIDIARIES
JAVACO, INC
JAVACO, Inc., formerly JAVA Company, opened for business in 1997 as a sole
proprietorship. Prior to opening JAVA Co., Judith Vazquez, owner and President,
worked several years in distribution sales and finally with RMS
Electronics/Channel. JAVA Company's initial focus was the sale of used cable TV
equipment, including amplifiers and converters to Colombia, Venezuela and
Mexico. JAVA Company teamed up with a distributor in Argentina to jointly cover
a larger Latin American market. JAVA Company acted as their US office, providing
sales expertise and a much needed North American connection with the
manufacturers. JAVA Company coordinated the sale, expediting, invoicing and
exporting of equipment purchased from the US and Canadian suppliers. JAVACO,
Inc. incorporated in March 2000. Javaco is part of the Supplier Diversity
Network, WBENC. JAVACO, Inc. currently distributes over 100 lines of equipment
from fiber optic transmitters to RF connectors. To further enhance business in
the United States, new distribution lines are frequently being added including a
line of home theater and audio video products. .
CROWLEY & COMPANY ADVERTISING, INC.
Crowley & Company Advertising, Inc. is a full-service advertising,
promotion and public relations agency located in Citrus County, Florida, north
of the Tampa Bay area. Their services include traditional retail, industrial,
and professional services advertising, website design and management, radio and
television production, trade and consumer displays, public relations campaigns,
sales promotion and all forms of marketing communications.
EXECUTIVE SPORTS AND ENTERTAINMENT
Executive Sports & Entertainment is a Hi-Profile Executive Concierge &
Event Management company. Executive Sports & Entertainment handles all aspects
in facilitating a client's attendance at any corporate or personal events, as
well as any major sporting events, domestic or international.
MEDQUEST, INC
MedQuest is a consolidated subsidiary of DoMark and is engaged in
acquiring, developing, and providing marketing and management support to medical
firms in electronic records, staffing, equipment and packaging.
ECFO CORPORATION
eCFO Corporation is a tax preparation and accounting firm.
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EMERGING GROWTH ADVISORS, LLC
We closed an asset purchase agreement between Emerging Growth Advisors,
LLC, a Florida limited liability company ("EGA") 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.
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.
RISK FACTORS
The information included and incorporated by reference in this Prospectus
contains "forward-looking statements," within the meaning of the federal
securities laws. These statements describe the Company's plans and beliefs
concerning future business conditions and the outlook for the Company based on
currently available information. The Company's actual results could differ
materially from those described in the forward-looking statements due to a
number of risks and uncertainties. These risks and uncertainties include the
risks discussed in "Item 1A. Risk Factors" and elsewhere in our Annual Report on
Form 10-K for the fiscal year ended May 30, 2008 and in our more recent filings
with the SEC which are incorporated by reference in this Prospectus. See
"Incorporation of Certain Documents by Reference" below.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholders.
SELLING STOCKHOLDERS
This Prospectus relates to Shares that are being registered for reoffers
and resales by the Selling Stockholders, all of whom will be either employees,
directors, or consultants of the Company who will acquire Shares pursuant to the
Plan and in accordance with the rules and regulations promulgated by the
Securities and Exchange Commission, following the date of this Prospectus. To
date, no Shares have been issued pursuant to the Plan.
PLAN OF DISTRIBUTION
The Selling Stockholders will be offering and selling all shares offered
and sold under this prospectus. Alternatively, the Selling Stockholders may,
from time to time, offer the shares through brokers, dealers or agents that may
receive customary brokerage compensation in the form of discounts, commissions
or concessions from the Selling Stockholders and/or the purchasers of the shares
for whom they may act as agent. In effecting sales, broker-dealers that are
engaged by the Selling Stockholders may arrange for other broker-dealers to
participate. The Selling Stockholders and any brokers, dealers or agents who
participate in the distribution of the shares may be deemed to be underwriters
within the meaning of Section 2(11) of the Securities Act. Any profits on the
sale of the shares by them and any discounts, commissions or concessions
received by any broker, dealer or agent might be deemed to be underwriting
discounts and commissions under the Securities Act. To the extent the Selling
Stockholders may be deemed to be underwriters, the Selling Stockholders may be
subject to certain statutory liabilities, including, but not limited to,
Sections 11, 12 and 17 of the Securities Act.
The Selling Stockholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. Sales may be made on
the Over The Counter Bulletin Board or other over-the-counter markets. The
shares may be sold at then prevailing market prices, at prices related to
prevailing market prices or at negotiated prices. Selling Stockholders may also
resell all or a portion of the shares in open market transactions in reliance
upon Rule 144 under the Securities Act, provided they meet the criteria and
conform to the requirements of this rule. The Selling Stockholders may decide
not to sell any of the shares offered under this prospectus, and Selling
Stockholders may transfer, devise or gift these shares by other means.
Because Selling Stockholders may be deemed to be underwriters within the
meaning of Section 2(11) of the Securities Act, they will be subject to the
prospectus delivery requirements of the Securities Act. If a particular offer of
the shares is to be made other than as described herein, a revised prospectus,
or prospectus supplement, will, to the extent required, be distributed which
will set forth the terms of such offer.
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We have agreed to pay the expenses of registering the shares under the
Securities Act, including registration and filing fees, printing and duplication
expenses, administrative expenses and legal and accounting fees. Each Selling
Stockholder will pay its own brokerage, underwriting fees and commissions, and
legal fees, if any.
We may suspend the use of this prospectus if we learn of any event that
causes this prospectus to include an untrue statement of a material effect or
fail to state a material fact required to be stated in the prospectus or
necessary to make the statements in the prospectus not misleading in the light
of the circumstances then existing. If this type of event occurs, a prospectus
supplement or post-effective amendment, if required, will be distributed to each
Selling Stockholder.
LEGAL MATTERS
Joseph I. Emas has passed upon the validity of the shares being offered by
this prospectus.
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedule, incorporated in this registration statement and
prospectus by reference from the Company's Annual Report on Form 10-KSB for the
year ended December 31, 2007, and the effectiveness of the Company's internal
control over financial reporting have been audited by Kramer Weisman and
Associates LLP.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are incorporated in this Prospectus by reference:
(a) the Company's Annual Report on Form 10-K for the year ended May 31,
2008;
(b) the Company's Quarterly Report on Form 10-Q for the period ending
February 28, 2008 and the Company's Quarterly Reports on Form 10-Q for
the period ended August 31, 2008;
(c) the Company's current reports on Form 8-K;
(e) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since March 31, 2008; and
(f) the description of the Company's common stock, without par value,
contained in the Company's registration statement on Form SB-2 as
filed on August 2, 2006.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "1934
Act") and prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents. Any statement contained in this registration statement shall be
deemed to be modified or superseded to the extent that a statement contained in
a subsequently filed document which is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained in any other subsequently
filed document that is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
This prospectus is part of a registration statement on Form S-8 that we
have filed with the Securities and Exchange Commission (the "SEC"). You should
rely only on the information contained or incorporated by reference in this
prospectus. We have not authorized anyone to provide you with information that
is different. This document may only be used where it is legal to sell these
securities. This prospectus does not contain all of the information set forth in
the registration statement. For further information about us and the notes, you
should refer to the registration statement and the documents incorporated by
reference therein. This prospectus and the documents incorporated by reference
summarize material provisions of contracts and other documents attached as
exhibits to the registration statement. Since these summaries may not contain
all of the information that you may find important, you should review the full
text of these exhibits.
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The Company will provide to any person, including any beneficial owner, to
whom a Prospectus is delivered, a copy of any or all of the information that has
been incorporated by reference in the Prospectus but not delivered with the
Prospectus upon written or oral request at no cost to the requester. Written
requests should be sent to:
DoMark International, Inc.
1809 East Broadway #125
Oviedo, Florida 32765
Attention: President; (757) 572-9241
Oral requests should be made by telephoning (757) 572-9241.
The registration statement, as well as such reports, exhibits and other
information filed by us with the SEC can also be inspected and copied, at
prescribed rates, at the public reference facilities maintained by the Public
Reference Section of the SEC at 100 F. Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for additional information about its
public reference room. Our SEC filings are also available without charge on the
SEC's Internet site at http://www.sec.gov.
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REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will be
sent or given to employees, officers, directors or others as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will be
sent or given to employees, officers, directors or others as specified by Rule
428(b)(1) under the Securities Act. In accordance with the rules and regulations
of the Commission and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
DoMark International, Inc. (the "Registrant") hereby incorporates by
reference in this Registration Statement the following documents and information
previously filed with the Commission:
(a) the Company's Annual Report on Form 10-K for the year ended May 31,
2008;
(b) the Company's Quarterly Report on Form 10-Q for the period ending
February 28, 2008 and the Company's Quarterly Reports on Form 10-Q for
the period ended August 31, 2008;
(c) the Company's current reports on Form 8-K filed;
(e) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since March 31, 2008; and
(f) the description of the Company's common stock, without par value,
contained in the Company's registration statement on Form SB-2 as
filed on August 2, 2006.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of common stock offered hereby will be passed
upon by Joseph I. Emas, Miami Beach, Florida, counsel to the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of Nevada and the Company's Bylaws
provide for indemnification of the Company's Directors for expenses actually and
necessarily incurred by them in connection with the defense of any action, suit
or proceeding in which they, or any of them, are made parties, or a party, by
1
reason of having been Director(s) or Officer(s) of the corporation, or of such
other corporation, except, in relation to matter as to which any such Director
or Officer or former Director or Officer or person shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty. Furthermore, the personal liability of the Directors is
limited as provided in the Company's Articles of Incorporation.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable
We are seeking to obtain a new directors' and officers' liability insurance
policy and expect the insurance to include coverage for securities matters.
See also Registrant's undertakings in Section 9 of this Registration
Statement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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3.1 Articles of incorporation of DoMark International, Inc. (1)
3.2 Corporate bylaws for DoMark International, Inc. (1)
4.1 Form of 2008 Employees and Consultants Stock Option Plan (2)
5.1 Opinion of Joseph I. Emas as to legality of original issuance
securities being registered. (2)
23.1 Consent of Kramer Weisman and Associates LLP, Independent
Registered Public Accounting Firm. (2)
23.2 Consent of Joseph I. Emas (included in Exhibit 5.1). (2)
23.3 Power of Attorney (included as part of the signature page to this
Registration Statement). (2)
- ----------
1. Incorporated by reference to the same exhibit filed with the Company's
Annual Report on Form 10-KSB for the year ending May 31, 2006.
2. Filed herewith
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
2
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the SEC by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the State of Florida, this 5th day of January, 2009.
Registrant DoMark International, Inc.
Date: January 5, 2009 By: /s/ R. Thomas Kidd
-------------------------------------------
R. Thomas Kidd
Chairman, President Chief Executive Officer
Date: January 5, 2009 By: /s/ R. Thomas Kidd
-------------------------------------------
R. Thomas Kidd
Principal Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Keith Wong, his true and lawful
attorneys-in-fact and agents with full power of substitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Name Title Date
---- ----- ----
/s/ R. Thomas Kidd Chairman, President, Chief Executive Officer (Principle January 5, 2009
- --------------------------- Executive Officer) Chief Financial Officer (Principal
R. Thomas Kidd Financial and Accounting Officer) and Director
/s/ Richard Altmann Director January 5, 2009
- ---------------------------
Richard Altmann
/s/ Scott Sieck Director January 5, 2009
- ---------------------------
Scott Sieck
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EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
5.1 Opinion of Joseph I Emas, Esq.
10.1 Employees and Consultants Stock Option Plan
23.1 Consent of Kramer Weisman and Associates LLP, Independent
Registered Public Accounting Firm.
23.2 Consent of Joseph I. Emas, Esq. (included in Exhibit 5.01)
24.1 Power of Attorney (set forth on the signature page)