content: 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): December 20, 2002
                                 -----------------
  
                    Mark Holdings, Inc. (formerly Mark Solutions, Inc.)
                    ---------------------------------------------------
                   (Exact name of registrant as specified in its charter)
  
                                      Delaware
                   (State or Other Jurisdiction of Incorporation)
  
                                 0-17118 11-2864481
                (Commission File Number)(I.R.S. Employer Identification No.)
  
                        1135 Clifton Avenue, Clifton, NJ 07013
                        --------------------------------------
                 (Address and zip code of principal executive offices)
  
                                    973-773-8100
                           (Registrant's telephone Number)
  
  
  
  <PAGE>
  
  
  
                ITEM 5.  Other Event and Regulation FD Disclosure
  
  On December 20, 2002, the Annual Meeting of Shareholders was held at the offices
  of Registrant. The matters to be voted upon were the approval by Shareholders of
  the sale of the assets of the Mark Correctional Division; the election of
  Directors; approval of an amendment to Registrant's Certificate of Incorporation
  increasing the authorized capital stock from 50,000,000 to 100,000,000 shares of
  common stock; and ratification of the appointment of Holtz Rubenstein & Co., LLP
  as Registrant's auditors.
  
  The holders of a majority of the shares entitled to vote approved the election
  of Carl Coppola, Ronald Olszowy and William DeMarco as Directors. Shareholders
  also approved the amendment to the Certificate of Incorporation increasing the
  authorized capital common stock from 50,000,000 shares to 100,000,000 shares;
  and the ratification of the appointment of Holtz Rubenstein & Co., LLP as
  auditors for the fiscal year ending June 30, 2003.
  
  With respect to the approval by the Stockholders of the sale of the assets of
  the jail cell manufacturing division, Mark Correctional Systems, shareholders
  representing 4,461,784 shares approved the sale and Shareholders holding 639,638
  shares voted against the proposal. As a result, the Company has not received the
  requisite vote to approve the sale. The number required for approval of the sale
  of the assets is 4,857,304 shares. Accordingly, at the present time, approval by
  the holders of an additional 395,520 shares is necessary to approve the
  resolution. In view of the holiday season and the difficulty in contacting
  Shareholders, the Board of Directors approved a resolution to keep the polls
  open until January 10, 2003 to give other shareholders an opportunity to cast
  their vote on the proposal to sell the jail cell division..
  
  
  
                                        2
  
  <PAGE>
  
  
  
  
  
  
                                   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.
  
  
  
                                                   Mark Holdings, Inc.
                                                   (Registrant)
  
                                                   By: s/ Carl Coppola
                                                   ------------------------------
                                                      Carl Coppola,  President
  
  
  DATED: December 23, 2002
  
                                        3
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metadata_filer: {"company-data": {"conformed-name": "MARK SOLUTIONS INC", "cik": "0000807397", "assigned-sic": "3448", "irs-number": "112864481", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-17118", "film-number": "02867057"}, "business-address": {"street1": "1515 BROAD ST", "street2": "PARKWAY TECHNICAL CENTER", "city": "BLOOMFIELD", "state": "NJ", "zip": "07003", "phone": "9738930500"}, "mail-address": {"street1": "1515 BROAD ST", "street2": "PARKWAY TECHNICAL CENTER", "city": "BLOOMFIELD", "state": "NJ", "zip": "07003"}, "former-company": {"former-conformed-name": "SHOWCASE COSMETICS INC", "date-changed": "19920703"}}
text: 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): December 20, 2002
                                 -----------------
  
                    Mark Holdings, Inc. (formerly Mark Solutions, Inc.)
                    ---------------------------------------------------
                   (Exact name of registrant as specified in its charter)
  
                                      Delaware
                   (State or Other Jurisdiction of Incorporation)
  
                                 0-17118 11-2864481
                (Commission File Number)(I.R.S. Employer Identification No.)
  
                        1135 Clifton Avenue, Clifton, NJ 07013
                        --------------------------------------
                 (Address and zip code of principal executive offices)
  
                                    973-773-8100
                           (Registrant's telephone Number)
  ITEM 5.  Other Event and Regulation FD Disclosure
  
  On December 20, 2002, the Annual Meeting of Shareholders was held at the offices
  of Registrant. The matters to be voted upon were the approval by Shareholders of
  the sale of the assets of the Mark Correctional Division; the election of
  Directors; approval of an amendment to Registrant's Certificate of Incorporation
  increasing the authorized capital stock from 50,000,000 to 100,000,000 shares of
  common stock; and ratification of the appointment of Holtz Rubenstein & Co., LLP
  as Registrant's auditors.
  
  The holders of a majority of the shares entitled to vote approved the election
  of Carl Coppola, Ronald Olszowy and William DeMarco as Directors. Shareholders
  also approved the amendment to the Certificate of Incorporation increasing the
  authorized capital common stock from 50,000,000 shares to 100,000,000 shares;
  and the ratification of the appointment of Holtz Rubenstein & Co., LLP as
  auditors for the fiscal year ending June 30, 2003.
  
  With respect to the approval by the Stockholders of the sale of the assets of
  the jail cell manufacturing division, Mark Correctional Systems, shareholders
  representing 4,461,784 shares approved the sale and Shareholders holding 639,638
  shares voted against the proposal. As a result, the Company has not received the
  requisite vote to approve the sale. The number required for approval of the sale
  of the assets is 4,857,304 shares. Accordingly, at the present time, approval by
  the holders of an additional 395,520 shares is necessary to approve the
  resolution. In view of the holiday season and the difficulty in contacting
  Shareholders, the Board of Directors approved a resolution to keep the polls
  open until January 10, 2003 to give other shareholders an opportunity to cast
  their vote on the proposal to sell the jail cell division..
  
                                        2
  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.
  
                                                   Mark Holdings, Inc.
                                                   (Registrant)
  
                                                   By: s/ Carl Coppola
                                                   ------------------------------
                                                      Carl Coppola,  President
  
  DATED: December 23, 2002
  
                                        3