TESMARK INC
8-K, 2000-07-10
NON-OPERATING ESTABLISHMENTS
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================================================================================

                       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 -


<PAGE>


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.

<TABLE>
<CAPTION>
                                   Ownership Prior to Sale        Ownership Following Sale
Class of     Beneficial            -----------------------       --------------------------
 Stock         Owner               # Shares     % of Class       # of Shares    % of Class
=============================================================================================
<S>          <C>                  <C>             <C>              <C>             <C>

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
</TABLE>
---------------------------------------
(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 -


<PAGE>

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-



<PAGE>


     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




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