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) April 27, 2009
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-K, Form 10-Q, Form 8-K,
or their successors.
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 27, 2009, we executed an Agreement for the Exchange of Common Stock
between Motivation Advantage, Inc., a Florida corporation ("Motivation
Advantage") and its sole shareholder, Suzanne Winfield (the "Agreement"),
whereby pursuant to the terms and conditions of that Agreement, Domark acquired
the right, title, and interest of Motivation Advantage in and to all of the
shares and assets of Motivation Advantage used exclusively in their business in
return for common stock valued at Two Million Dollars ($2,000,000) based on a
formula as described in the Agreement previously filed as Exhibit 10.1. In
addition, for a period of five (5) years, commencing with the calendar year
2010, Suzanne Winfield shall be entitled to additional shares of common stock
based on certain earn out provisions as described in the Agreement previously
filed as Exhibit 10.1.
The Closing underlying the Agreement occurred on May 8, 2009.
Motivation Advantage, Inc. is a national travel incentive company offering
individual incentive travel packages for small, medium and large companies.
Motivation Advantage, Inc. offers travel incentives to organizations seeking to
show appreciation to customers, motivate personnel or reward performance. The
staff has more than 20 years of experience in travel and promoting the use of
travel as an incentive reward for manufacturers, distributors and corporations
throughout the country. Motivation Advantage offers programs as individual
incentive travel awards, sweepstakes awards, and group incentive travel awards.
The senior executives are seasoned professionals and are known throughout the
industry for integrity and ethics.
The issuance of the securities above will be 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 for the Exchange of Common Stock by and between
Motivation Advantage, Inc., a Florida corporation and its sole
shareholder, Suzanne Winfield, dated April 27, 2009 (incorporated
by reference to the Company's filing on Form 8-K as file with the
Securities and exchange Commission on April 29, 2009)
2
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: May 12, 2009 By: /s/ R. Thomas Kidd
-------------------------------------------
R. Thomas Kidd
Chief Executive Officer
3