UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, DC 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): July 21, 2015

 

DOMARK INTERNATIONAL, INC. 

(Exact name of registrant as specified in its charter)

 

Nevada

 

333-136247

 

20-4647578

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

34 King Street East, Suite 1102 

Toronto, Ontario M5C 1E9

(Address of principal executive offices) (Zip Code)

 

(321) 250-4996

(Registrant's telephone number)

 

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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

 

Beginning July 21, 2015, the Company borrowed an additional $130,000 pursuant to convertible promissory notes previously entered into with several institutional investors. These monies are convertible into the Company’s common stock at a discount to the stock’s trading price. The terms of each note remain the same as disclosed in the Company’s previous reports.

 

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

 

Beginning July 21, 2015, the Company borrowed an additional $130,000 pursuant to convertible promissory notes previously entered into with several institutional investors. These monies are convertible into the Company’s common stock at a discount to the stock’s trading price. The terms of each note remain the same as disclosed in the Company’s previous reports.

 

On August 12, 2015, the Company issued 1,170,000 shares of our Series B Convertible Preferred Stock to our Chief Executive Officer, Andrew Ritchie, in full payment of $365,708 in accrued compensation owed to him and $70,000 in advances that Mr. Ritchie had made to the Company. These shares are convertible into 9,360,000,000 shares of the Company’s common stock at the election of the holder. Also on August 12, 2015, the Company issued Thomas Crompton, our Chief Financial Officer, 780,000 shares of Series B Convertible Preferred Stock in full payment of $203,121 in accrued compensation and $30,732 in advances to the Company. These shares are convertible into 6,240,000,000 shares of the Company’s common stock at the election of the holder. The above issuances became effective on August 13, 2015, the date of recordation of the certificate of designation of the Company’s Series B Convertible Preferred Stock with the Secretary of State of Nevada, as explained more fully below.

 

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

 

On August 12, 2015, the Company filed a certificate of designation with the Secretary of State of Nevada to designate our Series B Convertible Preferred Stock. The holders of the Series B Convertible Preferred Stock will have voting power equal to 51% of the voting power of the Company. On August 13, 2015, the Secretary of State of Nevada recorded this Certificate of Designation. As explained further below, on August 12, 2015, the Company issued 1,950,000 shares of our Series B Convertible Preferred Stock to Andrew Ritchie, our Chief Executive Officer, and Thomas Crompton, our Chief Financial Officer. This issuance became effective on August 13, 2015 as a result of the recordation of the certificate of designation. As a result of this issuance, the rights of the holders of our common stock have been materially limited since the holders of our common stock will no longer be able to acquire a majority of the voting power of the Company.

 

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.

 

On August 12, 2015, the Company issued to Andrew Ritchie, our Chief Executive Officer and sole director, and Thomas Crompton, our Chief Financial Officer, a total of 1,950,000 shares of our Series B Convertible Preferred Stock, the terms of which are described more fully below. The Company issued 1,170,000 shares of Series B Convertible Preferred Stock to Mr. Ritchie in full payment of $365,708 in accrued compensation owed to him and $70,000 in advances that Mr. Ritchie had made to the Company. The Company issued Mr. Crompton 780,000 shares of Series B Convertible Preferred Stock in full payment of $203,121 in accrued compensation and $30,732 in advances to the Company. The above issuances became effective on August 13, 2015, the date of recordation of the certificate of designation of the Company’s Series B Convertible Preferred Stock with the Secretary of State of Nevada, as explained more fully below.

 

Because of the majority voting rights afforded by the Series B Convertible Preferred Stock, the Board of Directors determined that a change of control occurred on August 13, 2015, with control of the Company shifting from those shareholders holding a majority of the voting control of the Company to Mr. Ritchie and Mr. Crompton.

 

 

2

 

 

Mr. Ritchie intends to vote all shares to which he is entitled to vote in favor of himself as a director at the Company’s next meeting for the election of directors. As the Company’s sole director, Mr. Ritchie also intends to maintain himself as Chief Executive Officer of the Company.

 

We are unaware of any arrangements which may at a subsequent date result in a change of control of the Company.

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

On August 12, 2015, the Company issued to Andrew Ritchie, our Chief Executive Officer and sole director, and Thomas Crompton, our Chief Financial Officer, a total of 1,950,000 shares of our Series B Convertible Preferred Stock, the terms of which are described more fully below. The Company issued 1,170,000 shares of Series B Convertible Preferred Stock to Mr. Ritchie in full payment of $365,708 in accrued compensation owed to him and $70,000 in advances that Mr. Ritchie had made to the Company. The Company issued Mr. Crompton 780,000 shares of Series B Convertible Preferred Stock in full payment of $203,121 in accrued compensation and $30,732 in advances to the Company. The above issuances became effective on August 13, 2015, the date of recordation of the certificate of designation of the Company’s Series B Convertible Preferred Stock with the Secretary of State of Nevada, as explained more fully below.

 

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

 

On August 11, 2015, the Company filed two Certificates of Designation with the Secretary of State of Nevada creating two series of preferred stock: Class A Convertible Preferred Stock and Class B Convertible Preferred Stock. These designations were accepted by the Secretary of State of Nevada and became effective on August 13, 2015.

 

Class A Convertible Preferred Stock has voting rights of 1,000 per share of preferred stock and is convertible into 1,000 shares of common stock per share of preferred stock at the election of the holder.

 

Class B Convertible Preferred Stock has voting rights equal to 51% of the voting power of the Company. Each share of Class B Convertible Preferred Stock is convertible into 8,000 shares of common stock at the election of the holder.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit Number

 

Description of Exhibit

 

3.1

 

Certificate of Designation of Series A Convertible Preferred Stock

 

3.2

 

Certificate of Designation of Series B Convertible Preferred Stock

 

 

3

 

 

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.

 

       
Dated: August 18, 2015 By /s/ Andrew Ritchie

 

 

 

 Andrew Ritchie

 

 

 

 Chief Executive Officer

 

 

 

4



EXHIBIT 3.1

 

 

 

CERTIFICATE OF DESIGNATION

-OF- 

SERIES A CONVERTIBLE PREFERRED STOCK

-OF- 

DOMARK INTERNATIONAL, INC.

 

Domark International, Inc. (the “Corporation”) hereby establishes the following voting powers, designations, preferences, limitations, restrictions and relative rights of its Series A Convertible Preferred Stock, out of the 2,000,000 shares of Preferred Stock authorized in the Corporation’s Articles of Incorporation, pursuant to Section 78.1955 of the Nevada Revised Statutes:

  1. The number of authorized shares of Series A Convertible Preferred Stock Series is 50,000 shares.
  1. Each share of Series A Convertible Preferred Stock shall have voting rights of 1,000 votes per share on all matters submitted to stockholders for a vote.
  1. The holders of Series A Convertible Preferred Stock shall not be entitled to any liquidation preference.
  1. The holders of Series A Convertible Preferred Stock shall not be entitled to dividends.
  1. In the event the Corporation at any time or from time to time makes, or fixes a record date for the determination of holders of common stock entitled to receive, any distribution payable in securities of the Corporation other than shares of common stock, then and in each such event, provision shall be made so that the holders of Series A Convertible Preferred Stock shall receive upon conversion thereof, in addition to the number of shares of common stock receivable thereupon, the amount of securities of the Corporation which they would have received had their Series A Convertible Preferred Stock been converted into common stock on the date of such event.
  1. At the election of the holder, each share of Series A Convertible Preferred Stock shall be convertible into 1,000 shares of common stock of the Corporation.
  1. If the common stock issuable upon conversion of the Series A Convertible Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock or other securities or property, whether by reclassification, a merger or consolidation of this Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of this Corporation, or otherwise, the conversion ratio then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted such that the Series A Convertible Preferred Stock shall be convertible into, in lieu of the number of shares of common stock which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock or securities or other property equivalent to the number of shares of common stock that would have been subject to receipt by the holders upon conversion of the Series A Convertible Preferred Stock immediately before such event.


EXHIBIT 3.2

 

CERTIFICATE OF DESIGNATION 

-OF-

SERIES B CONVERTIBLE PREFERRED STOCK 

-OF- 

DOMARK INTERNATIONAL, INC.

 

Domark International, Inc. (the “Corporation”) hereby establishes the following voting powers, designations, preferences, limitations, restrictions and relative rights of its Series B Convertible Preferred Stock, out of the 2,000,000 shares of Preferred Stock authorized in the Corporation’s Articles of Incorporation, pursuant to Section 78.1955 of the Nevada Revised Statutes: 

  1. The number of authorized shares of Series B Convertible Preferred Stock Series is 1,950,000 shares.
  1. The holders of Series B Convertible Preferred Stock will have the voting rights as described herein or as required by law. For so long as any shares of Series B Convertible Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right to vote on all stockholder matters (including, but not limited to, at every meeting of the stockholders of the Corporation and upon any action taken by stockholders of the Corporation with or without a meeting). The voting power of the Series B Convertible Preferred Stock is equal to fifty-one percent (51%) of the voting power of the Corporation. The voting power of the Corporation (i.e., the total shares eligible to vote on any and all stockholder matters) shall be deemed to include (a) the total number of shares of common stock outstanding; (b) the voting rights applicable to any outstanding shares of Preferred Stock, other than the Series B Convertible Preferred Stock, if any; and (c) the voting rights attributable to the Series B Convertible Preferred Stock, as described herein, whether such shares of Series B Convertible Preferred Stock are voted or not. For example and for the avoidance of doubt, if there are 10,000 shares of the Company’s common stock issued and outstanding at the time of a vote on a matter put forth for a vote of the stockholders and no other shares of Preferred Stock outstanding, the holders of the Series B Convertible Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 10,408 votes, out of a 20,408 total votes.
  1. The holders of Series B Convertible Preferred Stock shall not be entitled to any liquidation preference.
  1. The holders of Series B Convertible Preferred Stock shall not be entitled to dividends as a result of their holding such stock.
  1. In the event the Corporation at any time or from time to time makes, or fixes a record date for the determination of holders of common stock entitled to receive, any distribution payable in securities of the Corporation other than shares of common stock, then and in each such event, provision shall be made so that the holders of Series B Convertible Preferred Stock shall receive upon conversion thereof, in addition to the number of shares of common stock receivable thereupon, the amount of securities of the Corporation which they would have received had their Series B Convertible Preferred Stock been converted into common stock on the date of such event.
  1. At the election of the holder, each share of Series B Convertible Preferred Stock shall be convertible into 8,000 shares of common stock of the Corporation.
  1. If the common stock issuable upon conversion of the Series B Convertible Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock or other securities or property, whether by reclassification, a merger or consolidation of this Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of this Corporation, or otherwise, the conversion ratio then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted such that the Series B Convertible Preferred Stock shall be convertible into, in lieu of the number of shares of common stock which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock or securities or other property equivalent to the number of shares of common stock that would have been subject to receipt by the holders upon conversion of the Series B Convertible Preferred Stock immediately before such event.