0001165527-12-000238.txt : 20120329
0001165527-12-000238.hdr.sgml : 20120329
20120329123311
ACCESSION NUMBER: 0001165527-12-000238
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20120329
ITEM INFORMATION: Other Events
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20120329
DATE AS OF CHANGE: 20120329
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: 12723024
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
g5857.txt
CURRENT REPORT DATED 3-29-12
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 29, 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)
Registrant's telephone number, including area code: (877) 732-5035
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 (see General Instruction A.2. below):
[ ] 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 8.01: OTHER EVENTS
On March 5, 2012 Domark International Inc. (the "Company" or "Domark") entered
into an Asset Purchase Agreement (the "Agreement") with its former controlling
shareholder, R. Thomas Kidd ("Kidd"), for the sale of its wholly owned
subsidiary, Armada/The Golf Championships ("Armada"), and certain assets related
thereto.
In consideration for the sale of Armada, Kidd was to 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. As of March 29, 2012 Kidd has returned to the
Company, and the Company has cancelled, 50,000 shares of its Series A Preferred
Stock and 9,331,500 shares of its Common Stock. Kidd has reported to the Company
that the remaining 400,000 shares of Common Stock due to be returned have been
released from his bankruptcy proceedings and should be delivered to the Company
for cancellation in the next several days.
As of March 29, 2012 there are 50,000 issued and outstanding shares of the
Company's Series A Preferred Stock, owned by the Company's CEO, Michael
Franklin, and 28,195,298 issued and outstanding shares of the Company's Common
Stock. The Company's transfer agent reports of the issued and outstanding shares
of Common Stock, 7,164,999 are free trading and 21,030,299 bear a restrictive
legend.
Also, on March 29, 2012 the Company issued a press release containing guidance
to its shareholders regarding the resale of Domark restricted stock. The press
releases indicates that the Company's securities counsel has determined that the
earliest date under which restricted shares may be resold under the provisions
of Rule 144 is October 27, 2012.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number Description
-------------- -----------
99.1 Press Release issued by Domark International Inc. on March 29,
2012
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 29, 2012
2
EX-99.1
2
ex99-1.txt
PRESS RELEASE DATED 3-29-12
Exhibit 99.1
DOMARK INTERNATIONAL ISSUES GUIDANCE TO SHAREHOLDERS ON
RESALE OF THE COMPANY'S SHARES
LONGWOOD, FLORIDA - MARCH 29, 2011 - DoMark International, Inc. ("DoMark" or the
"Company") today issued guidance to its shareholders regarding the resale of
DoMark restricted stock.
The Company has emerged and re-emerged from shell company status several times,
and therefore, there has been confusion among the Company's shareholders
regarding whether they can sell shares based upon Rule 144. Rule 144 is the
principal safe harbor used by shareholders holding restricted stock in public
companies to resell their shares.
In order to remedy this confusion, the Company engaged the Houston law firm of
Whitley LLP Attorneys at Law to render an opinion to the Company's transfer
agent regarding the date on which Rule 144 is available to the Company's
shareholders for purposes of reselling the Company's stock.
Michael Franklin, the Company's Chief Executive Officer, commented: "The Company
has undergone many changes in the past few years, and we needed to get the right
answer to the question of when the Company's restricted stock may be sold using
Rule 144. As a result, we hired Whitley LLP Attorneys at Law, which came well
recommended as a top securities law firm for small and medium-sized public
companies such as DoMark."
Whitley LLP Attorneys at Law has delivered an opinion to the Company's transfer
agent that the Company emerged from shell company status on September 29, 2011,
the earliest date in which operations commenced after becoming a shell company
after the proposed acquisition of Silk For Less, Inc. was abandoned.
In addition, the opinion states that the date that the Company filed all
required information ("Form 10 information") with the Securities and Exchange
Commission regarding its new business after emerging from shell company status
was October 17, 2011, the date of filing of the Company's Form 10-Q for the
quarter ended August 31, 2011. Whitley LLP Attorneys at Law based this opinion
on the fact that the Company did not begin to have more than nominal operations
until September 29, 2011, when the Company's former sports management subsidiary
(Armada Sports & Entertainment, Inc., or "Armada Sports") entered into an
agreement with Global Sports and Entertainment to procure celebrities or
celebrity athletes to participate in The Celebrity Golf Challenge series and/or
host one other events.
The Company had previously filed an annual report with the SEC containing
audited financial statements and extensive disclosures equal to Form 10
information. However, Armada Sports had just been formed, and therefore the
annual report did not contain extensive information regarding Armada Sports.
However, the Company provided greater information regarding Armada Sports in its
quarterly report filed on October 17, 2011. Therefore, Whitley LLP Attorneys at
Law concluded that reading these two reports together constituted Form 10
information, and that therefore, the filing date of the Company's quarterly
report (October 17, 2011) was the date of filing of the form 10 information.
As a result of this legal opinion, shareholders of the Company holding
restricted stock can rely upon Rule 144 to resell their shares beginning October
17, 2012, one year after the Company filed its Form 10 information with the SEC.
Mr. Franklin noted, "All of these issues predate the Company's current
operations. We are focused on the business plan of our SolaWerks subsidiary and
its Solapad charging case. SolaWerks is also developing other solar consumer
electronics which we will debut to shareholders and to the market in the coming
months."
ABOUT DOMARK INTERNATIONAL, INC. (OTCQB: DOMK)
DoMark International, Inc., through its SolaWerks, Inc. subsidiary, holds an
exclusive worldwide license and joint patent rights for the SolaPad charging
case and also develops other solar consumer electronic products.
For more information on the Company see: http://www.DoMarkIntl.com
SAFE HARBOR STATEMENT under the Private Securities Litigation Reform Act of
1995: This news release contains forward-looking information within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements that include
the words "believes," "expects," "anticipate" or similar expressions. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the company to differ materially from those expressed or implied by such
forward-looking statements. In addition, description of anyone's past success,
either financial or strategic, is no guarantee of future success. This news
release speaks as of the date first set forth above and the company assumes no
responsibility to update the information included herein for events occurring
after the date hereof.
MEDIA CONTACT:
Michael Franklin
mfranklin@domarkintl.com
321-250-4996