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): March 5, 2012
Commission File Number 333-136247
Domark International Inc.
(Exact name of registrant as specified in its charter)
Nevada 20-4647578
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
254 S. Ronald Reagan Blvd, Suite 134
Longwood, Florida 32750
(Address of principal executive offices) (Zip Code)
(877) 732-5035
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing 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))
ITEM 1.01: ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 5, 2012 Domark International Inc. (the "Company" or "Domark") entered
into an Asset Purchase Agreement (the "Agreement") with its controlling
shareholder, R. Thomas Kidd ("Kidd"), for the sale of its wholly owned
subsidiary, Armada/The Golf Championships ("Armada"), and certain assets related
thereto.
Pursuant to the terms of the Agreement, all assets and liabilities directly
related to Armada (as more fully described in Exhibit 10.1 hereto) shall be
transferred to a new company ("NewCo") to be formed by Kidd. In consideration
for the sale of Armada, Kidd shall return to the Company 50,000 shares of the
Company's Series A Preferred Stock and 9,771,500 shares of the Company's Common
Stock. In addition, NewCo shall assume all liabilities due to Kidd by the
Company, estimated to be $1,084,000.
The Agreement is filed as Exhibit 10.1 hereto and should be referred to in its
entirety for comprehensive information relating to the terms and conditions
thereof.
ITEM 2.01: DISPOSITION OF ASSETS
The information provided in item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this item 2.01.
ITEM 5.01: CHANGES IN CONTROL
On March 5, 2012, Michael Franklin ("Franklin") purchased 50,000 shares of the
Company's Series A Preferred Stock from Kidd. Our Series A Preferred Stock is
convertible into Common Stock at the rate of 1,000 shares of Common for each
share of Preferred. In addition, our Preferred stock has voting rights
equivalent to 1,000 votes per share. Upon the conclusion of the Armada
transaction detailed in Item 1.01 hereto, Franklin became the controlling
shareholder of Domark by virtue of his ownership of 50,000 shares of Preferred
Stock with voting rights equivalent to 50,000,000 shares of our Common Stock.
ITEM 5.02: DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS,
APPOINTMENT OF CERTAIN OFFICERS
Effective March 5, 2012, R. Thomas Kidd, Chairman and CEO the Company, resigned
from all positions held with the Company, including resigning from Board
service. There was no disagreement between the Registrant and Mr. Kidd at the
time of Mr. Kidd's resignation from the Board of Directors.
Effective March 5, 2012, Robert M. Greenway, Paul Mangiamele and Mary A. Beck
(together the "Former Directors"), each a member of the Company's Board of
Directors, resigned from their respective positions on the Board of Directors.
There was no disagreement between the Registrant and the Former Directors at the
time of their respective resignations from the Board of Directors.
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Effective March 5, 2012, William Seery resigned from his position as Chief
Financial Officer of the Company. There was no disagreement between the
Registrant and Mr. Seery at the time of Mr. Kidd's resignation from the Board of
Directors.
Also on March 5, 2012, the Company's Shareholders appointed Michael Franklin as
sole Director, CEO and Corporate Secretary. Mr. Franklin will serve as a
director until his successor has been elected at the next annual meeting of the
Company's shareholders or until his earlier resignation, removal, or death. Mr.
Franklin has not been appointed to any committees of the Board, as the Board
does not presently have any committees.
Michael Thomas Franklin, age 60, has been in the import/export and entertainment
businesses for almost 40 years. For the last 12 years Mr. Franklin has divided
his time between his home State of Florida and Xiamen, China.
Since early 2010 Mr. Franklin has been focused on creating solar product designs
for his own company, Xiamen Solar First, located in Xiamen, China as well as
contract projects for Hui Shi You, one of the largest producers of phone
accessory for domestic use in China.
From July 2004-2009 Mr. Franklin was Director of Asia Direct Trade, with offices
in Qingdao, Shanghai, Beijing and Xiamen, China, a design and manufacturing firm
focused on fulfilling the procurement needs of a diverse international
clientele.
In addition, Mr. Franklin has provided consulting services as well as project
management oversight for several large multinational corporations relating to
their procurement processes in China.
Mr. Franklin is also an accomplished pianist and Grammy Nominated Producer. From
2000-2003 he served as Music Director of Hard Rock Live.
He is an Alumni of Vincennes University for Medicine, Valparaiso University, and
Depaul University for Music.
Mr. Franklin does not currently have any employment agreement in place with the
Company.
On February 29, 2012 the Company filed a Current Report on Form 8-K reporting
the execution of a Memorandum of Agreement with Xiamen Tiauyang Neng Gongsi and
Michael Franklin related to the acquisition of certain exclusive worldwide
licensing and joint patent rights. As Mr. Franklin is now a related party,
future quarterly and annual reports with the SEC will disclose this transaction
as a related party transaction.
Mr. Franklin was not appointed pursuant to any arrangement or understanding
between Mr. Franklin and any other person.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number Description
------ -----------
10.01 Asset Purchase Agreement between Domark International Inc. and R.
Thomas Kidd dated March 5, 2012
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Domark International Inc.
By: /s/ Michael Franklin
-----------------------------------
Michael Franklin
Chief Executive Officer
Date: March 9, 2012
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