-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F9xSJoGsw12ny++N3fuvE9PQ5v95q7fYolBBlFTa3GAPhJ3OKqxwNihnwc45iLZK jn6VSzl3fZRH+0OOtTkMGA== 0001165527-09-000365.txt : 20090526 0001165527-09-000365.hdr.sgml : 20090525 20090526115837 ACCESSION NUMBER: 0001165527-09-000365 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090513 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090526 DATE AS OF CHANGE: 20090526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Domark International Inc. CENTRAL INDEX KEY: 0001365160 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS REPAIR SERVICES [7600] IRS NUMBER: 204647578 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-136247 FILM NUMBER: 09850948 BUSINESS ADDRESS: STREET 1: 1809 E. BROADWAY #125 CITY: OVIEDO STATE: FL ZIP: 32765 BUSINESS PHONE: 757-572-9241 MAIL ADDRESS: STREET 1: 1809 E. BROADWAY #125 CITY: OVIEDO STATE: FL ZIP: 32765 FORMER COMPANY: FORMER CONFORMED NAME: DoMar Exotic Furnishings Inc. DATE OF NAME CHANGE: 20060605 8-K/A 1 g3170.txt AMENDMENT NO. 1 TO FORM 8-K 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. 2 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 ------------------------------------------- R. Thomas Kidd Chief Executive Officer and Principal Financial Officer 3 EX-10.2 2 ex10-2.txt AMENDED COMMON STOCK EXCHANGE AGR. Exhibit 10.2 ADDENDUM TO AGREEMENT FOR THE EXCHANGE OF COMMON STOCK This Agreement is made this 22nd day of May, 2009 by and between DoMark International, Inc., a Nevada Corporation, OTCBB DOMK (the "Issuer") and Victory Lane, LLC a Colorado Limited Liability Company (the "Company"), and the Manager of the Company (the "Manager"). This Agreement is referred to as the "Addendum". This Addendum hereby modifies the terms of the AGREEMENT FOR THE EXCHANGE OF COMMON STOCK entered into between the Issuer and Victory Lane, LLC, a Colorado Corporation and the shareholders of this Corporation dated May 13, 2009 ("Original Agreement"). To the extent the terms are not modified by virtue of this Addendum, the terms of the Original Agreement shall remain in full force and effect. THE PARTIES HERETO AGREE AS FOLLOWS: 1. Victory Lane, LLC is currently a Colorado Limited Liability Company that shall, at the time of Closing, convert to a C Corporation for tax filing purposes. Until Closing, the Company shall remain a partnership for tax filing purposes. 2. The Terms of the Original Agreement provide for the transfer of common stock of Issuer to the "Shareholder" of the Company. For purposes of this Addendum and the Original Agreement, the term "Shareholder" shall refer to Victory Lane Financial Elite, LLC, a Colorado limited liability company. 3. The parties agree that the Company shall transfer 100 Units to Issuer at the time of Closing and that the term "Units" shall be interchangeable with the term "Shares" as used in the Original Agreement. 4. Company shall pay as additional consideration for the Original Agreement the sum of $3,157,000 payable in a promissory note at 2% annual interest from the proceeds of new project funding or from the proceeds of project net income over a four month period from the date of closing of new funding. 5. The parties agree that VLFE has the sum of $7,623,471 in capital paid into Victory Lane and that 20% of the net income of the Company up to a maximum of $7,623,471 shall be paid to VLFE as a return of this capital. Said return of capital shall be remitted on a quarterly basis after the Issuer has filed its quarterly reports with the Securities and Exchange Commission, beginning with the quarter ending 8-31-09. 6. Issuer agrees to advance funds, if necessary, to cover operational expenses beginning July 1, 2009 until such time as financing is obtained. 7. To the extent the Issuer is obligated to pay the "earn out" shares referred to in Paragraph 1. ii. of the Original Agreement shall be paid to a newly formed entity known as Victory Lane Founders, LLC. Victory Lane Founders, LLC is an entity that is controlled by the President of the Company. The parties agree that the stock issuance of 25 million shares pursuant to the "earn out" shall be at a minimum price equal to the stock price as used to determine the value of the shares transferred by Issuer as consideration for the Original Agreement which is $1.74. To the extent the stock price is lower than this price at the time of the "earn out" transfer, the number of shares shall be increased accordingly. The "earn out" distribution of stock shall be made in quarterly installments as profits are generated by Victory Lane. The additional shares issued shall be determined by dividing the actual quarterly net income, beginning with the quarter ending 8-31-09, by the sum of $80 Million projected net income to determine the percentage and then multiplying that percentage times 25,000,000 shares. The number of shares may be increased as provided herein if an adjustment is necessary due to a reduction in the closing share price as defined herein. Issuer reserves the right, at its sole discretion, to pay the earn out portion in cash or stock. 8. The parties agree that the restructuring of the ownership of Victory Lane, LLC and the implementation of Victory Lane Financial Elite, LLC and Victory Lane Founders, LLC are for the purpose of conducting the sale of the Company to Issuer and shall not be construed as a violation of the representations and warranties of the Company as set forth in the Original Agreement. In addition, the parties agree that the language of paragraph 3.v. regarding liabilities assumed by Legacy Development, LLC shall be modified to state that these liabilities shall be conversions of debt into equity of Victory Lane Financial Elite, LLC. 9. The parties agree that the term "Bylaws" as used in the Original Agreement shall refer to the "Operating Agreement" of the Company. 10. The parties agree that the obligation of the Company to pay $100,000 on or before May 22, 2009 pursuant to paragraph 5.i.(16) shall be modified to state as follows: On or before May 29, 2009, the Company shall demonstrate that it has not less than $100,000.00 unrestricted cash on hand and shall be responsible for the June interest payment due Ambit that is secured by the first security interest on the property owned by the Company. Further, Company shall be responsible for other Company overhead for the month of June, 2009. The interest payment and overhead shall be reimbursed upon obtaining financing. 11. The parties agree that the term "officers" and the term "directors" as used in the Original Agreement shall be modified to include the word "manager". 12. Issuer shall appoint Patrick Costello to the Board of Directors of Issuer within 10 days of Closing. IN WITNESS WHEREOF, the undersigned has executed this Agreement this 22nd day of May, 2009. Victory Lane, LLC DoMark International, Inc. /s/ Patrick Costello /s/ R. Thomas Kidd - -------------------------------- -------------------------------- Patrick Costello, Manager Its CEO -----END PRIVACY-ENHANCED MESSAGE-----