UNITED STATES
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 30, 2004
MarketShare Recovery, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-15807 31-1190725
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
95 Broadhollow Road, Suite 101, Melville, New York 11747
(Address of principal executive offices) (Zip Code)
(631) 385-0007
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On March 30, 2004, MarketShare Recovery, Inc. (the "Company") agreed
to terminate an acquisition agreement with Dominix, Inc., a Delaware
corporation ("Dominix") under which Dominix had agreed to acquire all of
the stock of MarketShare's wholly owned subsidiary, MarketShare Recovery
Inc., a New York corporation ( "MarketShare Sub") for 17,833 shares of
Dominix's Series B Preferred Stock. The 17,833 Series B Preferred Shares
would have been converted into 216,528,286 shares of Dominix Common Stock
or the equivalent of 1,082,641 post-reverse-split common shares.
As part of the termination:
- Dominix forgave $45,567 of advances made on behalf of MarketShare
Sub.
- MarketShare Sub granted the Company's Jade Entertainment Group,
Inc. subsidiary ("Jade") a license to use MarketShare Sub's
marketing database and database engine for Jade's adult oriented
Internet and video business.
- Jade and MarketShare Sub agreed to share the expense of office
facilities occupied by them jointly under a lease held by
MarketShare Sub beginning January 1, 2004 and that MarketShare would
vacate the premises 60 days after an information statement relating
to Dominix's proposed amendments to its certificate of incorporation
are mailed to the Dominix's shareholders.
On April 1, the Company issued a press release announcing the decision
to mutually terminate the Agreement to sell it's operating subsidiary. A
copy of the press release is furnished as Exhibit 99.3 to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of business acquired:
None
(b) Pro Forma Financial Information
None
(c) Exhibits
2.1 Termination Agreement dated March 30, 2004 between the Company
and Dominix, Inc.
99.1 Database License Agreement dated March 30, 2004 between Jade
Entertainment Group, Inc. and MarketShare Recovery, Inc. (NY).
99.2 Memorandum of Understanding dated March 30, 2004 between Jade
Entertainment Group, Inc. and MarketShare Recovery, Inc. (NY)
relating to Suite 101, 95 Broadhollow Road, Melville, New York.
99.3 Press Release announcing termination of Agreement to sell the
Company's operating subsidiary, MarketShare Recovery, Inc. a
New York corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
MARKETSHARE RECOVERY, INC.
/s/ Raymond Barton
-------------------------
Raymond Barton, President
Date: March 30, 2004