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| DOMK.OB > SEC Filings for DOMK.OB > Form 8-K/A on 12-May-2009 | All Recent SEC Filings |
12-May-2009
Entry into a Material Definitive Agreement, Financial Statements and
On April 27, 2009, we executed an Agreement for the Exchange of Common Stock
between Motivation Advantage, Inc., a Florida corporation ("Motivation
Advantage") and its sole shareholder, Suzanne Winfield (the "Agreement"),
whereby pursuant to the terms and conditions of that Agreement, Domark acquired
the right, title, and interest of Motivation Advantage in and to all of the
shares and assets of Motivation Advantage used exclusively in their business in
return for common stock valued at Two Million Dollars ($2,000,000) based on a
formula as described in the Agreement previously filed as Exhibit 10.1. In
addition, for a period of five (5) years, commencing with the calendar year
2010, Suzanne Winfield shall be entitled to additional shares of common stock
based on certain earn out provisions as described in the Agreement previously
filed as Exhibit 10.1.
The Closing underlying the Agreement occurred on May 8, 2009.
Motivation Advantage, Inc. is a national travel incentive company offering individual incentive travel packages for small, medium and large companies. Motivation Advantage, Inc. offers travel incentives to organizations seeking to show appreciation to customers, motivate personnel or reward performance. The staff has more than 20 years of experience in travel and promoting the use of travel as an incentive reward for manufacturers, distributors and corporations throughout the country. Motivation Advantage offers programs as individual incentive travel awards, sweepstakes awards, and group incentive travel awards. The senior executives are seasoned professionals and are known throughout the industry for integrity and ethics.
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.
(d) Exhibits
10.1 Agreement for the Exchange of Common Stock by and between Motivation Advantage, Inc., a Florida corporation and its sole shareholder, Suzanne Winfield, dated April 27, 2009 (incorporated by reference to the Company's filing on Form 8-K as file with the Securities and exchange Commission on April 29, 2009)
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