================================================================================
Filed by Tesmark, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Tesmark, Inc.
Commission File No. 000-30448
November 2, 2000
FOR IMMEDIATE RELEASE
Tesmark, Inc. Bids to Acquire Wireless Technology
LAS VEGAS, NEVADA, November 2, 2000. Tesmark, Inc. (symbol: TSMK - OTCBB), a
publicly-traded Nevada corporation, today announced entering into a memorandum
of understanding whereby the Company will acquire 100% of the wireless
technology from Goldweb Technologies, Inc., a wholly owned subsidiary of
Consolidated Gold Win Ventures, Inc. (symbol: CGW - CDNX) of Canada.
Consideration for the purchase will be cash and one million shares of Tesmark
common stock. In addition, the Company will pay CGW up to 1,500,000 shares on an
earnout agreement for value added products and outside contracts based on one
share per $10.00 of income generated. Final closing documents are expected to be
signed within 30 days, pending only the approval of the final form of the
agreements by the respective Boards of Directors.
FORWARD-LOOKING STATEMENTS. This release contains statements that are
forward-looking within the meaning of the Private Securities Litigation Reform
Act of 1995. Various factors could cause actual results to differ materially
from those projected on forward-looking statements, including but not limited to
the timing and development of emerging technologies. Although Tesmark, Inc.
believes that the forward-looking statements contained herein are reasonable, it
can give no assurance that the expectations are correct. All forward-looking
statements are expressly qualified in their entirety by this cautionary
statement.
<PAGE>
ADDITIONAL INFORMATION
Tesmark plans to file with the Securities and Exchange Commission a Current
Report on Form 8-K upon any eventual consummation of the acquisition described
above. In addition, Tesmark filed a registration statement under the Securities
Exchange Act of 1934, and files annual, quarterly and special reports, proxy
statements, and other reports, all of which can be reviewed and copied at the
Securities and Exchange Commission's public reference room, 450 Fifth Street
N.W., Washington, D.C. 20549 or at any of the Commission's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the
Commission at 1-800-732-0330 for further information on the public reference
rooms. Also, our filings can be viewed free of charge on the SEC's "E.D.G.A.R."
website, http://www.sec.gov/edgarhp.htm, or on a number of commercially-
sponsored E.D.G.A.R. websites. Some commercial sites may charge a fee for
viewing E.D.G.A.R. filings.
You may obtain information directly from the Company by contacting:
Floyd Robertson, President
Tesmark, Inc.
2921 N. Tenaya Way, Suite 216
Las Vegas, NV 89128
(702) 947-4877
