================================================================================ 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): June 9, 2000 TESMARK, INC. ------------------------------------------------ (Exact name of registrant as specified in charter) Nevada 000-30448 88-0441332 - ---------------------------- ----------- -------------- (State or other jurisdiction (Commission (IRS employer of incorporation) file number) identification no.) 2921 N. Tenaya Way, Suite 216, Las Vegas, NV 89128 -------------------------------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (702) 947-4877 TESMARK, INC. ------------------------------------------------------------- (Former name or former address, if changed since last report) - 1 - ITEM 1. CHANGE IN CONTROL On June 9, 2000, pursuant to a negotiated stock purchase agreement between and among the parties, Floyd Robertson, President of Tesmark, Inc., sold and transferred to two individuals and one corporate purchaser a total of 4,101,000 shares of the Company's common stock. The following table sets forth the holdings of each individual or group known to the Company to be the beneficial owner of more than ten percent (10%) of the Company's common stock, both before and after the transaction that is the subject of this Current Report. Ownership Prior to Sale Ownership Following Sale Class of Beneficial ----------------------- -------------------------- Stock Owner # Shares % of Class # of Shares % of Class ============================================================================================= Common Gopal Sahota 0 0 1,367,000 16.1 11349 90th Ave. Delta, B.C. Canada V4C3H3 Common Harmajit Sangha 0 0 1,367,000 16.1 122234 75th Ave. Surrey, B.C. Canada V3W3H3 Common JBF Management, Inc.(1) 0 0 1,367,000 16.1 1412 Augusta Pl. Coquitlam, B.C. Canada V4C3H3 Common Floyd Robertson 4,101,000 48.2 300 0.0 (Officer & Director) 2921 N. Tenaya Way Suite 216 Las Vegas, NV 89128 - --------------------------------------- (1) JBF Management, Inc. is a British Columbia corporation. Joanne Fletcher is President and owner of 100% of the outstanding equity stock of JBF Management, Inc. The purchase price for the shares was $0.0305 per share, paid to the seller from the personal funds of each respective purchaser. No bank loans were involved in the transaction. - 2 - The current officers and directors of the Company will continue to serve in those capacities until the next annual meeting of shareholders, which has not been scheduled, or until a special meeting of shareholders is convened. As of the date of this Current Report, no shareholder has called for a special meeting. -3- 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. Tesmark, Inc. /s/ Floyd Robertson ------------------------------ Floyd Robertson, President July 5, 2000