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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
June 29, 2000
FOR IMMEDIATE RELEASE
Tesmark, Inc. to Acquire Common Stock of Interactive Engine, Inc.
LAS VEGAS, NEVADA, June 28, 2000 - Tesmark, Inc. ("Tesmark") has signed a Letter
of Intent to acquire Interactive Engine, Inc. ("Interactive Engine") as a
wholly-owned subsidiary. Tesmark will issue 3,000,000 restricted shares of its
common stock to Interactive Engine shareholders in payment for their shares. The
Company's name will remain unchanged.
The final form of the Acquisition Agreement will be subject to approval by the
Boards of Directors of both companies. The agreement will be conditioned upon
the completion of a financial audit of Interactive Engine by independent
accountants.
ABOUT TESMARK
Tesmark, Inc. is a development stage company whose business plan is to seek and
acquire or combine with one or more operating businesses. The acquisition of
Interactive Engine, if and when consummated, will mark the commencement of
business operations for Tesmark. The company's securities are not currently
listed on any exchange. The company will apply to have its common stock listed
on the OTC Bulletin Board, but cannot predict when, if ever, its stock will be
listed for trading.
ABOUT INTERACTIVE ENGINE
Interactive Engine, Inc. is a unique, leading edge on-site and Internet based
marketing company. Their mission is to develop highly effective "decision
point" marketing solutions for businesses that want to more effectively
market their products and services. The company is initially targeting the
$495 billion U. S. travel industry, employing proprietary multi-media
presentation software on both Internet-based and touch-screen interactive
kiosk platforms.
FORWARD LOOKING STATEMENTS
The foregoing paragraphs include forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
include statements concerning the intent to consummate an acquisition of an
operating business, and the intention to attempt to develop a public trading
market in the Company's securities. These statements are subject to risks and
uncertainties. Actual results may differ materially from those described in such
statements as a result of a number of factors. These factors include but are not
limited to the ability of Interactive Engine to complete a financial audit, the
approval of the final form of the agreement by the Boards of Directors of both
companies, and ability of Tesmark to arrange for a NASD member firm to submit
the company's application for listing on the OTC Bulletin Board.
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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
