NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
To the Shareholders of Tesmark, Inc.:
Notice is hereby given that an Annual Meeting of the Shareholders of
Tesmark, Inc., a Nevada corporation, (the "Company") will be held at 2921 N.
Tenaya Way, Suite 208, Las Vegas, NV 89128 on January 19, 2001 at 10:00 a.m. for
the following purposes:
I. To amend the Articles of Incorporation changing the corporate name to
5 G WIRELESS COMMUNICATIONS, INC.
II. To elect directors for the ensuing year to serve until the next Annual
Meeting of Shareholders or until their successors are duly qualified.
The present Board of Directors of the Company has nominated and
recommends FOR the election the following persons:
Curtis L. Mearns
Michael Tan
Don F. Boudewyn
Allen Schwabe
III. To transact such other business as may be properly brought before the
Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business December 15, 2000 as
the record date of determination of shareholders entitled to notice of and to
vote at the Annual Meeting. A list of such shareholders shall be open to the
examination of any shareholder at the Annual Meeting and for a period of ten
days prior to the date of the Annual Meeting at the offices of Tesmark, Inc.
Accompanying this is a Proxy. Whether or not you expect to be at the Annual
Meeting, please sign and date the enclosed Proxy and return it promptly. If you
plan to attend the Annual Meeting and wish to vote your shares personally, you
may do so at any time before the Proxy is voted.
A copy of the Company's Form 10-KSB for the Fiscal Year ended December 31,
1999, and the Company's 10-QSB as of September 30, 2000, filed with the
Securities and Exchange Commission, is available to shareholders upon request.
All shareholders are cordially invited to attend the meeting.
By Order of the Board of Directors
Allen Schwabe
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Secretary
December 15, 2000
Las Vegas, NV
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
Las Vegas, NV
December 15, 2000
The Board of Directors of Tesmark, Inc., a Nevada corporation (the
"Company" or "TSMK") is soliciting the enclosed Proxy for use at the Annual
Meeting of Shareholders of the Company to be held on January 19, 2001 (the
"Annual Meeting"), and any adjournments thereof. The Company intends to mail
this Proxy Statement and accompanying proxy card on or about December 15, 2000
to all the shareholders entitled to vote at the Annual Meeting.
Unless contrary instructions are indicated on the Proxy, all shares
represented by valid Proxies received pursuant to this solicitation (and not
revoked before they are voted) will be voted FOR the Amendment to the Articles
of Incorporation to change the corporate name to 5 G Wireless Communications,
Inc., FOR the election of the four nominees for directors named heretofor in
said notice and attend to any other business which maybe properly come before
the Annual Meeting and be submitted to a vote of the shareholders.
A Proxy many be revoked by written notice to the Secretary of the Company
at any time prior to the Annual Meeting, by executing a later Proxy or by
attending the Annul Meeting and voting in person.
The Company will bear the cost of solicitation of Proxies. In addition to
the use of mails, Proxies may be solicited by personal interview, telephone, or
telegraph, by officers, directors, and other employees of the Company.
The Company's mailing address is 2921 N. Tenaya Way, Suite 208, Las Vegas,
NV 89128, which is the address of the Company's offices.
VOTING
Shareholders at the close of business on December 15, 2000 (the "Record
Date") will be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof.
As of December 15, 2000, 12,750,510 shares of common stock, par value
$.001, of the Company ("Common Stock") were outstanding, representing the only
voting securities of the Company. Each share of Common Stock is entitled to one
vote.
Votes cast by Proxy or in person at the Annual meeting will be counted by
the person appointed by the Company to act as Inspector of Election for the
Annual Meeting. The Inspector of Election will treat shares represented by
Proxies that reflect abstentions or include "broker non-votes" do not constitute
a vote FOR or AGAINST any matter and thus will be disregarded in the calculation
of "votes cast". Any unmarked Proxies, including those submitted by brokers or
nominees, will be voted FOR the nominees of the Board of Directors.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of December 15, 2000, by (I) each of
the Company's named executive officers and directors, (II) the Company's named
executive officers and directors as a group and (III) each person (or group
affiliated persons) who is known by the Company to own beneficially more that 5%
of the Company's Common Stock.
The business address is the same as that of the Company unless otherwise
indicated.
For purposes of this Proxy Statement, beneficial ownership of securities is
defined in accordance with the rules of the Securities and Exchange Commission
with respect to securities, regardless of any economic interests therein. Except
as otherwise indicated, the Company believes that the beneficial owners of the
securities listed below have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Unless
otherwise indicated, the business address for each of the individuals listed
below.
================================================================================
Officers and Directors Number of Shares Percent (1)
Beneficially Owned Beneficially Owned
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Floyd Robertson 450 -
President
4434 W. Fassio Circle
West Valley, UT 84120
- --------------------------------------------------------------------------------
Maxine Benedict 582,750 5%
Director
3183 Pierce Street
West Valley, UT 84119
- --------------------------------------------------------------------------------
Curtis L. Mearns 0 0%
Director
#212, 6888 Robson Drive
Richmond, BC V7C5T6
- --------------------------------------------------------------------------------
Michael Tan 225,000 2%
Director
4 Keng Chin Road
#02-01 Singapore 258707
- --------------------------------------------------------------------------------
Linda M. Bryson 15,000 .1%
Treasurer
16935 West Bernardo Drive
Suite 232
San Diego, CA 92127
- --------------------------------------------------------------------------------
Don F. Boudewyn 0 -
Director
5555 Lackner Circle
Richmond, BC V7E6A5
- --------------------------------------------------------------------------------
Allen Schwabe 0 -
Secretary
1430 Beach Grove Road
Delta, British Columbia V4I1P2
================================================================================
Management as a Group 823,200 7.1%
================================================================================
Other 5% holders
- --------------------------------------------------------------------------------
JBF Management, Inc. 2,050,500 16%
1412 Augusta Place
Coqoitlam, BC V4C3H3
- --------------------------------------------------------------------------------
Glopal Sahota 2,050,500 16%
11349 90th South
Delta, BC V4C3H3
- --------------------------------------------------------------------------------
Harmanjit Sangha 2,050,500 16%
12234 75th Ave
Surrey, BC V5S4M8
- --------------------------------------------------------------------------------
FN Stockbrokers, Ltd. 2,205,000 17%
Henville Boulding
Charleston Nevis
- --------------------------------------------------------------------------------
Cede & Co. 88,150 7%
PO Box 22
New York, NY 10276
================================================================================
(1) Based on 12,750,510 shares of common stock outstanding as of December 12, 2000
PROPOSAL I
AMENDMENT TO THE ARTICLES OF INCORPORATION
The Board of Directors recommends a FOR vote to Amend Article 1 of the
Articles of Incorporation - Name, changing the corporate name to:
5 G WIRELESS COMMUNICATIONS, INC.
Management further recommends the amendment.
PROPOSAL II
ELECTION OF OFFICERS
The Board of Directors of the Company has nominated and recommend FOR
election as directors four persons names below, one of whom is currently serving
as director of the Company. The enclosed Proxy will be voted FOR the persons
nominated unless otherwise indicated. If any of the nominees should be unable to
server and should decline to so do, the discretionary authority provided in the
Proxy will be exercised by the present Board of Directors to vote foe a
substitute ot substitutes to be designated by the Board of Directors. The Board
of Directors has no reason to believe that any substitute nominee or nominees
will be required.
Each shareholder may cast one vote for each share held by him multiplied by
the number of directors to be elected, but may not cast more votes than the
number of shares owned for any candidate and therefore a simple majority of the
shares represented and voting will elect all of the directors. The candidates
receiving the highest number of votes, up to the number of directors to be
elected, will be elected.
The Proxy may not be voted for more that four persons.
INFORMATION REGARDING NOMINEES
The information set forth below as to each nominee for Director has been
furnished to the Company by the respective nominees.
Curtis L. Mearns, 42, is the president of Mearns and Associates, a
private investment banking and consulting business. Mr. Mearns holds a
Bachelor of Commerce degree with a major in Computer Science and Finance
from the University of Alberta. As well as, he was enrolled in the Masters
of Business Administration, International Business from the University of
British Columbia, he augmented his post graduate studies in Masters of
Management Science, Information Engineering. Mr. Mearns's professional
experience includes strategic planning, strategy, structure and
negotiations for merger and acquisitions, business and management
consulting, business plan preparation, private and public company process
documentation, bank and venture capital packaging, identifying and
negotiating joint ventures, debt/equity participation and closure with
Capital Providers. He has produced numerous systems including a fully
automated central clearing system for the B.C. Central Credit Union
providing for interprovincial and national reconciliation of accounts with
the Back of Canada's electronic settlement of accounts system. He was also
a Programmer for Alberta Research Council, Programmer and Systems Analyst
for Canadian Utilities Limited and Alberta Power Limited and has held the
position of VP Sales and Marketing for VoteX Systems, Inc., partner and
Vice President of CEO Capital Group, the President of Canadian Integrated
Project Resources, Inc. Mr. Mearns has traveled extensively throughout
Southeast Asia, the Pacific Rim, Middle East, Europe and numerous other
countries on various business imperatives. Mr. Mearns was appointed a
director of Tesmark, Inc., on November 5, 2000.
Allen Schwabe, 45, is an independent business man and has been the
President and CEO of Buellix Holdings, Ltd., for the last twenty years.
Buellix is in the automobile brokerage business throughout Canada. Mr.
Schwabe has been a director of Tesmark, Inc., since September 21, 2000.
Michael Tan, 35, is the presently the President of VOIP Telecom, Inc.,
and a consultant for Belair Enterprises, Inc. Mr. Tan worked as the Vice
President for Asia Pacific/APAC Telecommunications Corp from 1990 to 1996.
Mr. Tan was appointed to fill a vacancy on the Board of Directors of
Tesmark, Inc., on December 7, 2000.
Don F. Boudewyn, 37, is currently an Account Executive at Celterra
Vancouver Ltd. Mr. Boudewyn is responsible for managing the projects
involving rollout and launch of new networks products and enhancements to
the marketplace. He is also responsible for handling municipal access
agreements with municipalities and cities throughout Canada. From July 1986
through October 1998, Mr. Boudewyn was a real estate agent at Macdonald
Westmar Realty. Mr. Boudewyn holds a Diploma in Marketing Management from
the British Columbia Institute of Technology. Mr. Boudewyn was appointed a
director of Tesmark, Inc., on December 7, 2000.
RECOMMENDATON OF THE BOARD OF DIRECTORS
The Board of Directors recommends that shareholders vote FOR the slate of
nominees set forth above. Proxies solicited by the Board of Directors will be so
voted unless shareholders specify otherwise on the accompanying Proxy.
PROPOSAL III
OTHER MATTERS
The Board of Directors does not know of any other matter to be presented at
the Annual Meeting which is not listed on the Notice of the Annual Meeting and
discussed above. If other matters should properly come before the meeting;
however, the persons names in the accompanying Proxy will vote Proxies in
accordance with their best judgement.
The Company's Form 10-SB was filed with the Securities and Exchange
Commission in December 15, 1999. Additional information is available to
beneficial owners of Common Stock of the Company on the record date for the
Annual Meeting of Shareholders.
A copy of the Company's Form 10-SB and 10Q will be furnished without charge
upon receipt of a written request identifying the person so requesting a report
as a shareholder of the Company at such date. Requests should be directed to the
Director of Shareholder relations.
ALL SHARESHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE
BY ORDER OF THE BOARD OF DIRECTORS
/S/ Allen Schwabe
- --------------------------
Allen Schwabe
Secretary
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS ON JANUARY 19, 2001
The undersigned hereby appoint Allen Schawbe and each and any of them as true
and lawful agents and proxies with full power of substitution in each, to
represent the undersigned in all matters coming before the Annual Meeting of
Shareholders of Tesmark, Inc., to be held at the office of the Company, 2921 N.
Tenaya Way, Suite 208, Las Vegas, NV 89128 at 10:00 AM Pacific Time, on Friday
January 19, 2001, and any adjournments thereof, and to vote as follows:
1. TO AMEND ARTICLE I OF THE ARTICLES OF INCORPORATION to change the corporate
name to: 5 G WIRELESS COMMUNICATIONS, INC.
FOR:____ AGAINST:____ ABSTAINED:____
2. ELECTION OF DIRECTORS
Nominees: Don F. Boudewyn, Michael Tan, Curtis L. Mearns, Allen Schwabe.
_____ VOTE FOR all nominees listed above.
_____ VOTE WITHHELD from all nominees listed above.
3. OTHER MATTERS In their discretion, to vote with respect to any other
matters that may come before the Meeting or any adjournment thereof,
including matters incident to its conduct
FOR:____ AGAINST:____ ABSTAINED:____
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER SPECIFIED ABOVE
BY THE SHAREHOLDER. TO THE EXTENT CONTRARY SPECIFICATIONS ARE NOT GIVEN, THIS
PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN ITEMS 1 AND 3.
PROXY NUMBER NUMBER OF SHARES
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PLEASE SIGN EXACTLY AS NAME
APPEARS BELOW
--------------------------------
DATED
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Signature
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Signature
Joint owners should each sign. Attorneys- in-fact, administrators, custodians,
partners, or corporation officers should give full titles.
PLEASE DATE, SIGN, AND RETURN THE ENCLOSED ENVELOPE PROMPLY.
