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 12, 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)
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 8, 2009, we closed 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.
On August 12, 2009, the parties rescinded the Motivation Advantage transaction
and agreed to return any consideration issued.
On December 11, 2008, we executed an Asset Purchase Agreement between Crowley
and Company Advertising, Inc., a Florida corporation ("C&C") and Domark (the
"Agreement"), whereby pursuant to the terms and conditions of that Agreement,
Domark acquired the right, title, and interest of C&C in and to all of the
assets of C&C used exclusively in their business in return for one hundred
thousand (100,000) shares of Domark common stock.
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On August 12, 2009, the parties rescinded the C&C transaction and agreed to
return any consideration issued.
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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
On August 12, 2009, Joseph Vittoria, resigned as a member of the Board of
Directors. There were no disagreements with Joseph Vittoria on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.
On August 13, 2009, Louis Corrnachia and Richard Smith resigned as members of
the Board of Directors. There were no disagreements with Louis Corrnachia or
Richard Smith, on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure
On August 14, 2009, Greg Jaclin and Terry Carlson resigned as members of the
Board of Directors. There were no disagreements with J Greg Jaclin or Terry
Carlson on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure
ITEM 8.01 OTHER EVENTS
On August 10, 2009, the Company along with Victory Lane, LLC and R. Thomas Kidd
filed a lawsuit in the United States District Court, Middle District of Florida
Case Number 09-CV-1396-ORL-35-DAB against Victory Lane Financial Elite, LLC et
al, for the following causes of action: Fraud in the Inducement, Breach of
Contract, Rescission, Conspiracy, and Libel.
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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 17, 2009 By: /s/ R. Thomas Kidd
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R. Thomas Kidd
Chief Executive Officer
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