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 24, 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.
See Item 2.01 below.
ITEM 2.01. ACQUISITION OR DISPOSITION OF ASSETS.
On July 16, 2008, DoMark executed a purchase agreement with Javaco, Inc. an Ohio
corporation ("Javaco") whereby pursuant to the terms and conditions of that
Agreement we completed the purchase of all the issued and outstanding shares of
Javaco. Judith Vazquez, the President of Javaco, is the sister-in-law of R.
Thomas Kidd, our Chief Executive Officer. The Closing of the transaction
occurred on July 18, 2008.
As consideration for all the issued and outstanding shares of Javaco, we issued
the shareholders of Javaco, seven hundred and fifty thousand shares of our
common stock, and common stock purchase warrants as follows: 20,000 common stock
purchase warrants at an exercise price of $3.00 per share, expiring on December
31, 2008; 20,000 common stock purchase warrants at an exercise price of $4.00.
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On August 24, 2009, 310 Holdings, Inc. ("310") and our company closed a
Securities Purchase Agreement (the "Agreement") whereby the 310 purchased 100%
of the issued and outstanding common shares of Javaco in exchange for $150,000
and the issuance of 2,500,000 shares of 310's common stock to Domark.
In connection with the Agreement, we have also assigned $9,997,134 of media
credits in print and radio to 310 in exchange for the issuance of 1,000,000
shares of 310's common stock.
Except for the Agreement, there is no material relationship between the Company
or its affiliates and any of the parties to the Agreement.
The foregoing description of the Agreement and the Media Credits Assignment is
qualified in its entirety by reference to the Securities Purchase Agreement, and
Media Credits Purchase and Assignment attached as Exhibit 2.1 and 10.1
respectively hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
2.1 Securities Purchase Agreement between 310 Holdings, Inc. and Domark
International, Inc., dated August 24, 2009.
10.1 Media Credits Purchase and Assignment between 310 Holdings, Inc. and
Domark International, Inc., dated August 24, 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: August 28, 2009 By: /s/ R. Thomas Kidd
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R. Thomas Kidd
Principal Financial Officer
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