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