0001165527-12-000059.txt : 20120124
0001165527-12-000059.hdr.sgml : 20120124
20120124163930
ACCESSION NUMBER: 0001165527-12-000059
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20120124
ITEM INFORMATION: Termination of a Material Definitive Agreement
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20120124
DATE AS OF CHANGE: 20120124
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
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-136247
FILM NUMBER: 12542371
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
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g5720.txt
CURRENT REPORT DATED 1-24-12
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) January 24, 2011
Commission File No. 333.136247
DOMARK INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
20-4647578
(IRS Employer Identification No.)
1809 E Broadway, #125
Oviedo, FL 32765
(Address of principal executive offices)
877-732-5035
(Issuer's telephone number)
(Former name or former address, if changed since last report)
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 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On June 3, 2011, Domark International, Inc. (the "Company") executed an
Agreement for the Exchange of Common Stock with Silk For Less, Inc., a Florida
corporation, providing for the issuance of convertible preferred stock of the
Company in exchange for all of the outstanding shares of Silk For Less, Inc.
The closing of the transaction was subject to and wholly conditioned upon the
delivery of documents by both parties, including but not limited to the
completion and delivery of an audit of the books and records of Silk by a PCAOB
member firm acceptable to the Company.
On January 23, 2012, the Company and Silk For Less, Inc. mutually agreed to
terminate the Agreement for the Exchange of Common Stock entered into on June 3,
2011 due to the inability to produce the requisite audit. A copy of the
Agreement to Terminate Definitive Agreement between the Company and Silk For
Less, Inc. and its shareholder, is filed herewith as Exhibit 10.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
----------- -----------
10.1 Agreement to Terminate Definitive Agreement
Further information can be found in future filings of the Company with the
Securities and Exchange Commission.
2
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: January 24, 2012 By: /s/ R. Thomas Kidd
------------------------------------
R. Thomas Kidd
Chief Executive Officer
3
EX-10.1
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ex10-1.txt
AGREEMENT TO TERMINATE DEFINITIVE AGREEMENT
Exhibit 10.1
AGREEMENT TO TERMINATE DEFINITIVE AGREEMENT
This agreement is made and entered into this 23th day of January, 2012 by and
between Domark International, Inc. (the Company), and Silk for Less, Inc., a
Florida corporation (Silk).
Whereas, on June 3, 2011, the Company executed an Agreement for the Exchange of
Common Stock with Silk providing for the issuance of convertible preferred stock
of the Company in exchange for all of the outstanding shares of Silk. The
closing of the transaction was subject to and wholly conditioned upon the
completion of due diligence and the delivery of documents by both parties,
including but not limited to the completion and delivery of an audit of the
books and records of Silk by a PCAOB member firm acceptable to the Company, and
Whereas, the parties to the agreement desire to mutually terminate the Agreement
of June 3, 2011.
Now therefore, for valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1. Effective this date, the parties hereto agree to mutually terminate the
agreement of June 3, 2011.
2. All property belonging to each party in the possession of the other party
will be immediately returned upon execution of this agreement.
3. The parties hereby release each other of any and all claims of any kind or
nature, and neither party shall be liable or responsible to the other party for
any matters arising out of the June 3, 2011 agreement.
In witness hereof, this agreement is executed at Orlando, Florida as of the day
and year written above.
DOMARK INTERNATIONAL, INC. SILK FOR LESS, INC.
/s/ R. Thomas Kidd /s/ Luis Cardena
---------------------------------- -------------------------------------
R. Thomas Kidd Luis Cardena