===============================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 10-QSB
-----------------
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended: June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------
Commission File Number: 000-30448
TESMARK, INC.
Incorporated pursuant to the laws of the state of Nevada
-----------------
IRS Employer Identification No. - 82-0351882
2921 N. Tenaya Way, Suite 216, Las Vegas, NV 89128
(702) 947-4877
-----------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No
--------- ---------
The Company had 8,500,300 shares of common stock outstanding at June 30, 2000.
Transitional Small Business Disclosure Format (check one): Yes No X
------- -------
- 1 -
<PAGE>
TESMARK, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheets as of June 30 , 2000..................................3
Statements of Operations ............................................4
Statements of Cash Flows ............................................5
Notes to Consolidated Financial Statements (unaudited)...............6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K...............................7
Signature Page.......................................................9
- 2 -
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TESMARK, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
June 30,
2000
-----------
(Unaudited)
ASSETS
------
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 107,609
----------
TOTAL CURRENT ASSETS $ 107,609
OTHER ASSETS
Convertible note receivable
and accrued interest (Note C) $ 40,164
Organizational Costs - net of
amortization of $135 $ 1,220
----------
TOTAL OTHER ASSETS $ 41,384
----------
TOTAL ASSETS $ 148,993
==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES:
Advances from shareholder $ 935
----------
TOTAL LIABILITIES
$ 935
STOCKHOLDERS' EQUITY
Preferred stock $.001 par value;
authorized 10,000,000 shares, no shares
outstanding at June 30, 2000 --
Common stock, $.001 par value; Authorized
50,000,000 shares, issued and outstanding
8,500,300 shares on June 30, 2000 8,500
Capital Surplus 146,681
Deficit accumulated during
the development stage (7,123)
----------
TOTAL STOCKHOLDERS' EQUITY $ 148,058
----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 148,993
==========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
- 3 -
<PAGE>
TESMARK, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Six Months Six Months Three Months Three Months
Ended Ended Ended Ended
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
------------- ------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
INCOME
Interest Income $ 164 $ -- $ 164 $ --
EXPENSES
Amortization of organizational costs 135 -- 68 --
Transfer and filing fees 1,145 -- 1,145 --
Bank charges 72 -- 72 --
----------- ------------ ------------ ------------
TOTAL EXPENSES $ 1,352 -- 1,285 --
----------- ------------ ------------ ------------
NET LOSS $ (1,188) $ -- $ (1,121) $ --
=========== ============ ============ ============
Weighted Average Shares
Common Stock Outstanding 7,750,300 7,500,300 8,000,300 7,500,300
----------- ------------ ------------ -----------
NET LOSS PER COMMON SHARE $ (0.000) $ (0.000) $ (0.000) $ (0.000)
=========== ============ ============ ===========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
- 4 -
<PAGE>
TESMARK, INC.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 2000 June 30, 1999
------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net Loss $ (1,188) $ --
------------ ------------
CASH FLOW USED IN OPERATING ACTIVITIES $ (1,188) $ --
EXPENSES NOT REQUIRING AN OUTLAY OF CASH:
Amortization of organizational costs 135 --
CHANGES TO OPERATING ASSETS AND LIABILITIES:
Increase in advances from stockholders 100 --
Accrual of interest to convertible note (164) --
------------ -----------
NET CASH USED IN OPERATIONS $ (1,117) $ --
CASH FLOWS FROM INVESTING ACTIVITIES:
Private placement of
warrants and common stock $ 150,081 --
Organizational costs incurred (1,355) --
Non-convertible notes receivable issued (40,000) --
------------ -----------
NET CASH FLOW FROM INVESTING ACTIVITIES $ 108,726 $ --
NET INCREASE IN CASH 107,609 --
Cash at beginning of period -- --
------------ -----------
Cash at end of period $ 107,609 $ --
============ ===========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
- 5 -
<PAGE>
TESMARK, INC.
Notes to Financial Statements
1. Basis of Preparation
The unaudited information included herein includes, in the opinion of
management, all adjustments necessary for a fair presentation of the
results of operations for the period covered hereby.
The preparation of the Company's financial statements requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results may vary from these estimates.
2. Organization and Accounting Policies
Tesmark, Inc. ("the Company") was incorporated September 10, 1979, as
an Idaho corporation. The Company has reviewed various business
opportunities since its formation, however, it has never operated a
business. The Company merged with Tesmark, Inc., a Nevada corporation,
on October 23, 1998. The net effect of the merger was to transfer the
domicile of the corporation from Idaho to Nevada. In connection with
the merger, the stock was forward split 500 for 1 resulting in an
increase of total outstanding shares to 2,500,100. The Company amended
it articles of incorporation increasing its authorized common shares
to 50,000,000 and preferred stock to 10,000,000. The Company incurred
$1,355 in reorganizational costs in 2000, which it is amortizing over
60 months.
3. Common Stock Issued for Compensation
The Company has issued shares of its common stock as compensation to
its officers, directors, shareholders and consultants in lieu of cash.
The Company has valued these services at the estimated fair market
value of the services rendered.
4. Convertible Promissory Note
On June 7, 2000 and June 23, 2000, the Company advanced funds for two
promissory notes of $20,000 each to Interactive Engine, Inc. The notes
bear interest at 10% and are due in 90 days. Interactive Engine has
the option to convert the entire $40,000 and accrued interest into its
common stock at terms to be negotiated prior to expiration of the 90
day term of the notes.
5. Private Placement of Common Stock and Warrants
In May 2000, the Company sold 20 investment units, each unit
consisting of 50,000 shares of common stock and one Class A warrant to
purchase 50,000 shares of common stock at twenty cents ($.20) and one
Class B warrant to purchase 50,000 shares of common stock at
twenty-five cents ($.25) per share. The Class A warrants expire if not
exercised by the 365th day after issuance, and the Class B warrants
expire if not exercised by the 730th day after issuance.
- 6 -
<PAGE>
6. Letter of Intent to Acquire Interactive Engine, Inc.
The Company entered a letter of intent to acquire Interactive Engine,
Inc. for 3,000,000 shares of common stock. The terms of this
transaction may be impacted by the convertible promissory notes issued
to Interactive Engine, Inc. in June 2000. This acquisition has not
been completed as of August 8, 2000.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The Company had no business operations during the period to which this
report relates. We are currently negotiating the acquisition of
Interactive Engine, Inc., a company which markets products and
services via the internet and through interactive kiosks placed at
high-traffic sites. If and when the acquisition is completed, we will
file a Current Report on Form 8-K describing the transaction, and
provide audited financial statements.
Liquidity and Capital Resources
The Company had no income from operations in the period to which this
report relates. We increased our capital and cash resources during the
period by selling investment units as described later in this Report
under ITEM 6(2). The proceeds will be applied to our working capital.
Part II - Other Information
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
1. Exhibit 27, Financial Data Schedule, attached as an exhibit to this
Quarterly Report.
2. Reports on Form 8-K.
a. In its report filed May 16, 2000 the Company reported undertaking
a private placement of Twenty Investment Units, each unit
consisting of fifty thousand (50,000) shares of the Company's
$0.001 par value common stock, plus one Class A Warrant to
purchase 50,000 shares of common stock for $0.20 per share, plus
one Class B Warrant to purchase 50,000 shares of common stock for
$0.25 per share. The Class A Warrants are exercisable 365 days
-7-
<PAGE>
from the date of issuance, and the Class B Warrants are
exercisable 730 days from the date of issuance. The Units were
offered only to accredited investors.
As of May 16, 2000, the units were fully subscribed. Net proceeds
to the Company were $150,000.00.
The Company also reported amending its Articles of Incorporation
to increase its authorized capital to fifty million (50,000,000)
shares of $.001 par value common stock, and ten million
(10,000,000) shares of $.001 par value preferred stock.
Further, the Company reported authorizing a 3-for-1 forward split
of its common stock, increasing the issued and outstanding shares
from 2,500,100 to 7,500,300 shares, to take effect May 15, 2000.
b. In its report filed July 10, 2000 the Company reported a change
in its control as a result of the sale of 4,101,000 shares of
common stock to two individuals and one corporate purchaser by
the Company's president. The current officers and directors will
continue to serve in those capacities until the next annual
meeting of shareholders, or until a special meeting of
shareholders is convened. As of the date of this filing, no
shareholder has called for a special meeting.
- 8 -
<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, thereunto duly authorized.
TESMARK, INC. Dated: August 10, 2000
by:
/s/ Floyd Robertson
-------------------------
President
-9-
