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 1 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 2 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