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DOMK.OB > SEC Filings for DOMK.OB > Form 8-K/A on 12-May-2009All Recent SEC Filings

Show all filings for DOMARK INTERNATIONAL INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for DOMARK INTERNATIONAL INC.


12-May-2009

Entry into a Material Definitive Agreement, Financial Statements and


ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

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.



ITEM 9.01 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(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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