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) August 7, 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
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-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 Closing occurred on May 22, 2009.
On July 30, 2009, we sold all our interest in Victory Lane to R. Thomas Kidd in
return for Twenty Five Million Shares (25,000,000) of our Common Stock held by
R. Thomas Kidd. A copy of the Securities Purchase Agreement was filed as Exhibit
10.1 to our filing on Form 8-K on July 31, 2009.
On August 6, 2009, we rescinded the sale of Victory Lane to R. Thomas Kidd. No
shares of common stock were issued in the prospective transaction. A Copy of the
recission agreement and executive Board action is attached hereto as Exhibit
10.1(a).
ITEM 2.01. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 1.01 above.
2
ITEM 3.02. UNREGISTERED SALE OF EQUITY SECURITIES.
See Item 1.01 above.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
On August 6, 2009, Scott Sieck resigned as President, Chief Executive Officer.
There were no disagreements with Scott Sieck on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure.
On August 6, 2009, Scott Sieck was appointed as our Chief Operating Officer. R.
Thomas Kidd retained his positions as President, Chief Executive Officer, Chief
Financial Officer and Director.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
10.1 Recission Agreement and Executive approval, dated on August 6, 2009.
3
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: August 7, 2009 By: /s/ R. Thomas Kidd
-------------------------------------
R. Thomas Kidd
Chief Executive Officer
4