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) May 13, 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)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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 May 13, 2009, we executed an Agreement for the Exchange of Common Stock with
Victory Lane LLC, a Colorado limited liability corporation ("Victory Lane") and
its members (the "Agreement"), whereby pursuant to the terms and conditions of
that Agreement, Domark acquired the right, title, and interest of Victory Lane
in and to all of the member interests and assets of Victory Lane in return for
our common stock valued at Ten Million Dollars ($10,000,000) based on a formula
(the "Formula") as described in the Agreement previously filed as Exhibit 10.1
to our Form 8-K filed May 18, 2009. Subsequently, we executed an Addendum to the
Agreement, revising, among other matters, the terms and conditions of the
Formula. The Addendum to the Agreement is attached hereto as Exhibit 10.2
The Closing occurred on May 22, 2009.
Victory Lane is a unique and exclusive Lifestyle Development on 3,000 acres
approximately 75 miles from Savannah Georgia, which includes exclusive home
sites, a 4.5-mile grand prix circuit, a Davis Love III designed golf course and
a 6,000' private runway.
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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 Victory
Lane LLC. and its members, dated May 13, 2009 (incorporated by
reference to the Exhibit of the same number filed on Form 8-K
with the Securities and Exchange Commission on May 18, 2009) .
10.2 Amendment to the Agreement for the Exchange of Common Stock by
and between Victory Lane LLC. and its members, dated May 22, 2009
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 26, 2009 By: /s/ R. Thomas Kidd
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R. Thomas Kidd
Chief Executive Officer and
Principal Financial Officer
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