--U.S. Securities and Exchange Commission--
Washington, D.C. 20549
AMENDMENT
FORM 10-SB
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1934
TESMARK, INC.
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada
----------------------
(State or Jurisdiction of
Incorporation or Organization)
82-0351882
---------------------
(I.R.S. Employer
Identification No.)
2921 N. Tenaya Way, Suite 316, Las Vegas, NV 89128
--------------------------------------------------
(Address of principal place of business
or intended principal place of business.)
702-947-4877
---------------
(Registrant's Telephone Number)
Securities to be registered pursuant to Section 12(b) of the Act
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
--------------------- -----------------------------
N/A N/A
Securities to be registered pursuant to Section 12(g)
of the Act:
--------------
Common, Voting Stock
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<PAGE>
PART 1
ITEM 1. DESCRIPTION OF BUSINESS.
The registrant was formed as an Idaho corporation on September 10, 1979. From
its inception until recently, the Issuer's business was in the research and
development of possible scientific formulae and practical applications of cloud
seeding chemical compounds that were hoped to have beneficial uses to cause
climatic adjustments in limited or localized sub-climates for agricultural
purposes. From the start, the Company was badly undercapitalized, and
consequently, it could never realize its business goals. About three years ago,
management of the Company decided to abandon any further plans to raise capital
or continue with any further research and development. All assets were written
off as total losses, and the Company's business plans were directed to and it
began investigating possible acquisitions, business combinations, or merger
opportunities in other fields or industries.
The Issuer was originally organized as an Idaho corporation under the name of
"Tesmark, Inc.", on September 10, 1979; by majority shareholder resolution and
agreement of merger on November 10, 1998, the company was merged into Tesmark,
Inc., a Nevada corporation organized on October 20, 1998. The Company has not
filed bankruptcy, been in receivership or any similar proceedings. The Company
has not been involved in a purchase or sale of a significant amount of assets
not in the ordinary course of business or otherwise.
The Company has had no sales or revenues, ind it currently has no products or
services. Accordingly, there is no backlog of orders, nor dependence on any one
or few large customers. The company is not subject to any industry-specific
government regulation, nor does it need government approval for any of its
operations. The Company has made no significant expenditures on research and
development during the most recent fiscal year or interim period.
The company maintains an office at 2921 N. Tenaya Way, Suite 216, in Las Vegas
Nevada 89128 which it shares with other business entities.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company has no specific plans to raise additional capital within the next
twelve months. The Company has abandoned its original business purpose and is
currently engaged in no business activity other than its search for a suitable
business or investment opportunity. Management considers current cash resources
to be adequate to sustain it during its search. It is conceivable, but not
certain, that the Company may consider additional financing options once it
identifies a desirable business or investment opportunity. However, it is
impossible to determine the nature or size of such financing unless or until the
need actually arises.
The Company has no current plans to purchase or sell any significant assets,
make any expenditures for product research and development, or change the number
of employees or the nature of their relationships to the Company.
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<PAGE>
ITEM 3. DESCRIPTION OF PROPERTY
The company does not own or lease any property. The company maintains a small
office at 2921 N. Tenaya Way, Suite 216, Las Vegas, Nevada 89128.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following are all of the individuals or groups known by the company to be
the beneficial owner of more than five (5) percent of any class of the issuer's
securities:
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
- -------------- ---------------- -------------------- --------
Common Stock ...........Floyd Robertson 1,367,100 54.7%
(Officer and Director)
4334 W. Fassio Circle
West Valley City, UT
84120
Common Stock ...........Maxine Benedict 129,500 5.2%
(Officer and Director)
4334 W. Fassio
West Valley City, UT
84120
The following are all of the officers and directors of the issuer who are
beneficial owners of the issuer's securities:
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
- -------------- ---------------- -------------------- --------
Common Stock ...........Floyd Robertson 1,367,100 54.7%
(Officer and Director)
4334 W. Fassio Circle
West Valley City, UT
84120
Common Stock ...........Maxine Benedict 129,500 5.2%
(Officer and Director)
4334 W. Fassio
West Valley City, UT
84120
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Floyd Robertson, age 61, is President and a Director for the registrant. Mr.
Robertson received his education in business administration, management and
accounting through night classes, correspondence courses, and numerous corporate
sponsored management and marketing seminars. Mr. Robertson also completed
courses in real estate and was a licensed real-estate agent, and completed a
course in general contractor licensing. Mr. Robertson was employed by Boise
Cascade Corporation for many years in positions of production and sales
management and was general manager of the corrugated container factory. He later
served as the Executive Vice President of a packaging machinery corporation.
Maxine Benedict age 65, Secretary and Director, is a licensed real-estate agent
who at present is semi-retired. She has held positions with Gulf Oil and Peacock
Well Service, and was with The U.S. Postal Service for several years. She is a
devoted hard worker with excellent communication skills and presents a very
professional appearance.
Neither Mr. Robertson nor Ms. Benedict would be considered a control person as
defined in the Securities Act of 1933. Officers of the Company serve at the will
of the Board of Directors. Directors serve until the next annual Stockholders'
Meeting or until their resignation, removal, retirement, disqualification, or
death, or until their successors have been elected and qualified.
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<PAGE>
ITEM 6. EXECUTIVE COMPENSATION
To date, no remuneration has been paid to any officer or director, except
reimbursement for direct out-of-pocket expenses incurred by them on behalf of
the Company. No plan currently exists to implement executive or director
compensation. The Company's directors and executive officers currently devote
less than ten percent of working hours to the affairs of the Company.
The issuer is not a party to any employment contracts and does not pay
consulting fees to officers or directors. No cash or other advances have been or
are contemplated to be made to any officer or director. The Issuer has no
retirement, pension, profit sharing or stock option plans or insurance or
medical payment plans covering any officer or director, nor does it contemplate
initiating any such plans at present.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since inception there have been no transactions between the issuer and any
related party, nor any transactions having a material effect on any related
party.
ITEM 8. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The company is authorized 24,000,000 shares of voting common stock, of which
2,500,100 have been issued and are outstanding. The shares carry one vote per
share and have no pre-emptive rights, terms of conversion, sinking fund
provisions, or liquidation rights, and cumulative voting for directors is
denied. Once subscribed and paid, the shares are fully paid and non-assessable
by the Issuer. The shares have rights to participate in dividends and other
distributions if, as, and when declared by the Board of Directors. The company
is authorized 1,000,000 shares of preferred stock, of which none are issued. The
rights of the shareholders may not be modified otherwise than by a vote of a
majority or more of the shares outstanding, voting as a class.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's shares have never traded, and there exists no public trading
market for the shares. The Company has twenty-seven (27) shareholders, including
officers, directors and control persons. The company has never paid a dividend,
nor does it intend to do so in the foreseeable future. There are no restrictions
on the power of the Board of Directors to declare and pay dividends.
No securities are currently being offered for sale, nor are there outstanding
any options, rights, warrants to purchase, or securities convertible into, the
common equity of the Registrant.
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings either pending or threatened.
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<PAGE>
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES:
The Company has made no sales of unregistered securities within the recent
twelve months.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
No contract or arrangement has been made with respect to the insuring or
indemnification of Officers and Directors other than the provisions of Article
XVI ("Indemnity") of the by-laws of the corporation.
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<PAGE>
PART F/S
TESMARK, INC.
Randy Simpson C.P.A. P.C.
11775 South Nicklaus Road
Sandy, Utah 84092
Fax & Phone (801) 572-3009
Independent Auditors' Report
The Board of Directors and Stockholders of Tesmark, Inc.:
We have audited the accompanying balance sheets of Tesmark, Inc. (the Company)
as of October 31, 1999 and December 31, 1998 and the related statements of
operations, stockholders' equity, and cash flows for the ten months ending
October 31, 1999 and the years ended December 31, 1998 and 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the above mentioned financial statements fairly present, in all
material respects, the financial position of Tesmark,, Inc. as of October 31,
1999 and December 31, 1998 and the results of its operations and its cash flows
for the ten months ending October 31, 1999 and the years ended December 31, 1998
and 1997, in conformity with generally accepted accounting principles.
/s/ Randy Simpson
----------------------------
RANDY SIMPSON, CPA
A Professional Corporation
November 7, 1999
Salt Lake City, Utah
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<PAGE>
TESMARK, INC.
BALANCE SHEETS
October 31, 1999 and December 31, 1998
Oct. 31 Dec. 31
1999 1998
---- ----
ASSETS
Cash $ - $ -
Total Current Assets - -
--------- ----------
TOTAL ASSETS $ - $ -
========= ==========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Advances from shareholder $ 835 $ -
--------- ---------
TOTAL CURRENT LIABILITIES 835 -
Common Stock, $.001 par value;
Authorized 24,000,000, issued and
outstanding 2,500,100 shares on
October 31,1999 and December 31, 1998 2,500 2,500
Paid in Capital 2,600 2,600
Accumulated Deficit (5,935) (5,100)
--------- ---------
Total Stockholders' Equity (Deficit) (835) -
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
========= =========
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
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<PAGE>
TESMARK, INC.
STATEMENT OF OPERATIONS
10 Months Ending Year Ending
Oct. 31, 1999 Dec. 31, 1998
----------- -----------
Revenues ........................... $ -- $ --
Expenses ........................... 835 100
----------- -----------
Total Expenses ................... 835 100
----------- -----------
NET LOSS ..................... $ (835) $ (100)
=========== ===========
Weighted Average Shares
Common Stock Outstanding ......... 2,500,100 2,500,020
NET LOSS PER COMMON SHARE .... $ (0.00) $ (0.00)
=========== ===========
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
-8-
<PAGE>
TESMARK, INC.
STATEMENT OF CASH FLOWS
Ten Months Ending October 31, 1999
Year Ending December 31, 1998
Oct. 31 Dec. 31
1999 1998
---- ----
Cash flows used in operating activities
Net Loss .............................................. $ (835) $ (100)
Common Stock issued for compensation .................. -- 100
Changes to operating assets and liabilities:
Increase in Advances from Stockholders ................ 835 --
-------- -------
Cash flows used in operating activities ............... -- --
-------- -------
Net increase in cash ............................... -- --
-------- -------
Cash at beginning of period ........................ -- --
-------- -------
Cash at end of period .............................. $ -- $ --
======== =======
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
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<PAGE>
TESMARK, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
From January 1, 1997 to October 31, 1999
<TABLE>
<CAPTION>
Common Common
Stock Stock Paid-in Accumulaed Total
Shares Amount Capital Deficit Equity
------ ------ ------ ------- ------
<S> <C> <C> C> <C> <C>
Balances At January 1, 1997 .................. 1,000 $1,000 $ -- $ -- $(1,000)
Net loss year ending
December 31, 1979 ............................ -- -- -- (1,000) (1,000)
September 10,1995, common stock
issued for compensation @ $1.00............... 1,750 1,750 -- -- 1,750
Net loss year ending
December 31, 1995 ............................ -- -- -- (1,750) (1,750)
May 2, 1996, common stock issued
for compensation @ $1.00 ..................... 1,000 1,000 -- -- 1,000
Net loss year ending
December 31, 1996 ............................ 1,250 1,250 -- -- (1,250)
January 3, 1997, common stock
issued for compensation @ $1.00 .............. -- -- -- (1,000) (1,000)
Net loss year ending
December 31, 1997 ............................ -- -- -- (1,250) (1250)
November 10, 1998 in connection with
merger and establishment of Nevada
Corporation and 500 for 1, forward
split of the common stock and a
change in par value from $1.00 to
$0.001 and 100 shares issued for
compensation ................................. 2,495,100 (2,500) 2,600 -- 100
Net loss for year ending
December 31, 1998 ............................ -- -- -- (100) (100)
Net loss for 10 months
ended October 31, 1999 ....................... -- -- -- (835) (835)
--------- ------ ------ -------- -------
Balances October 31,1999 ..................... 2,500,100 $2,500 $2,600 ($5,935) ($ 835)
========= ====== ====== ======== ========
<FN>
See Accompanying Notes to the Financial Statements
</FN>
</TABLE>
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<PAGE>
TESMARK, INC.
Notes to Financial Statements
A. Origination and Accounting Policies.
Tesmark, Inc.("the Company") was incorporated September 10, 1979 as a
Idaho corporation. The Company has reviewed various business opportunities since
it's formation, however, it has never actively operated a business. The Company
merged with Tesmark, Inc., a Nevada corporation on October 23, 1998, the net
affect was to transfer the domicile of the corporation from Idaho to Nevada. In
connection with the merger the stock was forward split 500 to 1 and the par
value was changed to $.001. The Nevada corporation provides for authorized
common shares of 24,000,000 and 1,000,000 preferred shares. The Company is
currently seeking a merger or other business opportunity.
B. Common Stock Issued for Compensation.
The company has issued shares of it's common stock as compensation to
it's officers, directors, shareholders, and consultants in lieu of cash. The
company has valued these services at the estimated fair market value of the
services received.
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<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit 2...............................Agreement and Plan of
Reorganizaton and Merger
Exhibit 3...............................Articles of Incorporation,
Articles of Merger and By-laws
Exhibit 27..............................Financial Data Schedule
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
TESMARK, INC.
Date By /s/ Floyd Robertson
- --------------------- ---------------------------
Floyd Robertson, President
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AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
OF
Tesmark, Inc., an Idaho corporation
INTO
Tesmark, Inc., a Nevada Corporation,
as the surviving corporation
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of the 10th
day of November, 1998, by and between Tesmark, Inc. (hereinafter "Idaho"), an
Idaho corporation, and Tesmark, Inc. (hereinafter "Nevada"), a Nevada
corporation, the corporations being hereinafter sometimes called the Constituent
Corporations.
WHEREAS the Boards of Directors of each of the Constituent Corporations
deems it advisable and generally to the welfare of the Constituent Corporations
that these corporations merge under the terms and conditions hereinafter set
forth; such merger to be pursuant to the statutes of the state of Nevada and
they have duly approved and authorized the form of agreement of reorganization
and merger.
WHEREAS the laws of the State of Nevada permit such a merger, and the
Constituent Corporations desire to merge under and pursuant to the provisions of
the laws of Nevada.
NOW THEREFORE, in consideration of the premises and of the mutual
agreements and covenants herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged by the
parties, it is agreed as follows:
1. AGREEMENT TO MERGE, NAME OF SURVIVOR: Tesmark, Inc., an Idaho corporation
("Idaho") is hereby merged into Tesmark, Inc., a Nevada corporation ('Nevada"),
which shall be the Surviving Corporation, and the terms and conditions of such
merger and the mode of carrying it into effect are and shall be as stated
hereinafter.
The name of the corporation, which is sometimes hereinafter referred to
as the surviving corporation, shall, from and after the effective date of the
merger, be TESMARK, INC., the Nevada corporation. The separate existence of
Tesmark, Inc. ("Idaho') as an Idaho corporation shall cease at the effective
time of the merger, except insofar as it may be continued by law in order to
carry out the purposes of this Agreement of Merger and except as continued in
the Surviving Corporation.
2. ARTICLES OF INCORPORATION AND BYLAWS OF SURVIVING CORPORATION: (a) The
Articles of Incorporation of the Surviving Corporation shall be the Articles of
Incorporation of Tesmark, Inc., the Nevada corporation ('Nevada"), a copy of
which is annexed as Exhibit "A", hereto. (b) The Bylaws of the surviving
corporation at the effective time of the merger shall be the Bylaws of the
Surviving Corporation until altered or repealed as provided therein.
<PAGE>
3. BOARD OF DIRECTORS AND OFFICERS: The members of the Board of Directors and
the officers of the Surviving Corporation immediately after the effective time
of the merger shall be those persons who were the members of the Board of
Directors and the officers, respectively, of ("Nevada"), immediately prior to
the effective time of the merger, and such persons shall serve in such offices,
respectively, for the terms provided by law or in the Bylaws, or until their
respective successors are elected and qualified.
4. AUTHORITY TO CONDUCT BUSINESS: The surviving corporation will file its
application for authority to conduct business, and/or such certificate of merger
or amendment of the articles as the case may be, with the Secretary of State of
Nevada, immediately upon completion of the merger.
5. CONVERSION AND ISSUANCE OF SHARES: The manner of converting shares of the
Constituent Corporations into shares of the surviving corporation shall be set
forth in this paragraph as follows: Immediately upon the effective date of the
merger, each one (1) share of $1.00 par value common voting stock of "Idaho",
outstanding, without any action on the 9 part of the holder thereof, shall
automatically become and be converted into common stock of the surviving
corporation ("Nevada') at the rate of Five Hundred (500) shares of $.001 par
value common voting stock of the surviving corporation ("Nevada") for each share
of $1.00 par value common stock of "Idaho", provided that there shall be no
fractional shares, nor shareholders holding less than one (1) share. All shares
thus converted shall be deemed for all corporate purposes (other than the
payment of dividends) to evidence the ownership of the number of fully paid,
non-assessable shares of $.001 par value common voting stock of the surviving
corporation into which shares of common stock of 'Idaho' shall have been so
converted.
6. RIGHTS OF SHAREHOLDERS: After the effective time of the merger, any holder of
a certificate or certificates which theretofore represented shares of stock of
"Idaho" may, but shall not be required to, surrender the same to the corporate
secretary or the Transfer Agent of the surviving corporation, and shall
thereupon be entitled to receive in exchange therefor a certificate or
certificates representing the number of shares of stock of the surviving
corporation into which the shares of stock of "Idaho", previously represented by
such certificate or certificates, shall have been converted.
7. EFFECTIVE DATE OF MERGER: (a) For all purposes of the laws of the State of
Nevada, this Agreement and the merger and reorganization provided for herein,
shall become effective and the separate existence of "Idaho," except insofar as
it may be continued by statute, shall cease as soon as: This Agreement shall
have been adopted, approved, signed, and acknowledged in accordance with the
corporate laws of Nevada and certificates of its adoption and approval shall
have been executed in accordance with such laws, and The Certificate of Merger
shall have been filed in the office of the Department of State of the State of
Nevada.
(b) The corporate identity, existence, purposes, powers, objects, franchises,
rights and immunities of the Constituent Corporations shall continue unaffected
and unimpaired by the merger hereby provided for; and the corporate identities,
existence, purposes, powers, objects, franchises, rights and immunities of
"Nevada" and "Idaho" shall be continued in and merged into "Nevada", and
<PAGE>
'Idaho" shall be fully vested therewith.
(c) The date upon which this Agreement is filed in the offices of the Secretary
of State of Nevada, and upon which the Constituent Corporations shall so become
a single Nevada corporation is the effective date of their merger, but not later
than December 31, 1998, if not so filed.
8. AUTHORIZATION: The parties hereto acknowledge and respectively represent that
this Agreement is authorized by the laws of the respective jurisdiction of the
Constituent Corporations and that the matter was approved at a special
shareholders' meeting of the respective corporations at which the shareholders
voted in the majority to ratify and approve this Agreement.
9. FURTHER ASSURANCES OF TITLE: As and when requested by the surviving
corporation or by its successors or assigns, "Idaho" and "Nevada" will execute
and deliver or cause to be executed and delivered all such deeds and instruments
and will take or cause to be taken all such further action as the surviving
corporation may deem necessary or desirable in order to vest in and confirm to
the surviving corporation title to and possession of any property of any of the
Constituent Corporations acquired by the surviving corporation by reason or as a
result of the merger herein provided for and otherwise to carry out the intent
and purposes hereof, and the officers and directors of the Constituent
Corporations, and the officers and directors of the surviving corporation are
fully authorized in the name of the respective Constituent Corporations or
otherwise to take any and all such action.
10. SERVICE OF PROCESS ON SURVIVING CORPORATIONS: The surviving corporation
agrees that it may be served with process in the State of Nevada in any
proceeding for enforcement of any of its obligation as well as for the
enforcement of any obligation of the surviving corporation arising from the
merger, including any suit or other proceeding to enforce the right of
obligation of the surviving corporation arising from the merger, including any
suit or other proceeding to enforce the right of any dissenting shareholder
pursuant to the provisions of the Nevada Corporate Statutes and hereby
irrevocably appoints the Secretary of State of Nevada as its agent, to accept
service of process in any suit or other proceeding.
II. DISSENTING SHAREHOLDER'S RIGHT TO PAYMENT: The surviving corporation agrees
that, subject to the provisions of the Nevada Corporate Statutes, it will pay to
the shareholders of the Constituent Corporations the amounts, if any, to which
such dissenting shareholder may be entitled under the provisions of the above
statutes of the laws of Nevada as the case may be.
12. ABANDONMENT: This Agreement of Reorganization and Merger may be abandoned
(a) by any of the Constituent Corporations, acting by their Board of Directors,
at any time prior to this adoption by the shareholders of any of the Constituent
Corporations as provided by laws, or (b) by the mutual consent of the
Constituent Corporations, acting each by its Board of Directors, at any time
after such adoption by such shareholder and prior to the effective time of the
merger. In the event of abandonment of this Agreement pursuant to (a) above,
notice thereof shall be given by the Board of Directors of the Constituent
Corporation so terminating to the other
<PAGE>
Constituent Corporation, and thereupon, or abandonment pursuant to (b) above,
this Agreement of Merger shall become wholly void and of no effect and there
shall be no further liability or obligation hereunder on the part of either of
the Constituent Corporations or of its Board of Directors of shareholders.
13. WARRANTIES: Each of the Constituent Corporations, by and through its
officers and directors, warrant as follows:
(a) The corporations are duly organized, validly existing and in good
standing under the laws of their respective states; each has all requisite power
and authority to own, lease and operate its business, and to enter into this
Agreement and be bound thereby to the conditions, covenants and terms of
performance.
(b) The execution and delivery of this Agreement by the signatories
hereto, and the consummation of the transaction contemplated hereby have been
duly authorized by the respective board of directors and shareholders at special
meetings called upon notice for such purposes.
(c) This Agreement constitutes the valid and binding obligation of the
respective parties hereto; the execution hereof will not violate any provision
of the articles of incorporation or bylaws of the said corporations, nor any
judgment, order, injunction or decree binding upon the parties, or their
securities, property or business.
(d) The issuance of any securities called for hereunder will be in
compliance with state and federal laws.
(e) The financial statements of the parties, as at the date hereof,
fairly set forth the condition of the Constituent Corporations.
(f) There are no material debts, liabilities or adverse claims, whether
absolute, accrued, contingent, or otherwise, which are undisclosed as of this
date (for this Agreement, "material" shall mean in excess of $10,000).
(g) The parties have disclosed all material facts, required to be
stated or disclosed necessary to make the statements made, whether herein or
otherwise, not misleading.
(h) All the representations and warranties made by the parties shall be
true and correct as of this date and as of the date of closing herein.
(i) Since October 23, 1998, the date of the letter of intent between
the parties to merge, there has not been any material adverse change in the
business of the parties, other than in the ordinary course of business.
(j) Since the date of the letter of intent to merge, none of the
parties has altered or amended its articles of incorporation or bylaws, except
as may have been disclosed or required in
<PAGE>
order to consummate this agreement.
(k) All due diligence material required in order to make full and fair
disclosure (i.e., minutes, shareholder lists, files, books, records, etc.) has
been delivered by the parties to each other, prior to the closing hereof.
14. INDEMNIFICATION, HOLD HARMLESS: The parties agree to indemnify and hold each
other harmless against any costs, damages, expenses or liabilities arising out
of any untrue statement of any material fact contained herein, or arising out of
or based upon the omission of any material fact required to be stated herein,
necessary to make such statement not misleading.
15. CONDITIONS: As conditions to performance hereunder, the following shall
apply:
(a) The shareholders of 'Idaho" shall exchange all of their outstanding
shares (5,000 shares of common) for (2,500,000 shares of restricted common)
$.001 par value stock in 'Nevada", and any assets of "Idaho", as stated in its
most recent unaudited financial statements at n/a , shall be merged into
'Nevada", as of this date.
(b) The Constituent Corporations shall have received an opinion of counsel
(i) that this merger is in accordance with Nevada corporate law;
(ii) that, so far as is known to such counsel, the parties are in good
standing and all required corporate action to consummate this Agreement has been
taken;
(iii) that the issuance of the securities hereunder shall have been
duly registered or otherwise exempted from registration.
(c) A majority of the shareholders of the Constituent Corporations shall
have duly voted and adopted the agreement of merger herein.
16. FURTHER CONDITIONS: All of the representations and warranties hereunder
shall be true in all material respects as of the date hereof.
17. MISCELLANEOUS PROVISIONS: The following miscellaneous provisions, standard
to contracts of this type, shall apply herein:
(a) All representations and warranties hereunder shall, to the exten
permitted by law, N'".l survive the execution and closing hereof.
(b) Any notice hereunder shall be deemed delivered when mailed by first
class mail to the last known address of the parties.
(c) Except to the extent that the laws of Nevada mandate otherwise, this
Agreement shall be construed in accordance with Nevada law of corporations
and/or contracts.
(d) This merger shall be a "pooling of interests" under section 368 of the
Internal Revenue Code (1954), as amended.
<PAGE>
(e) Time is of the essence to this agreement.
(f) Failure to attach any exhibits to this agreement shall not void
this contract, it being understood that such exhibits may be obtained from the
files and records of the other party.
(g) This agreement may be executed in one or more counterparts, including
electronic or facsimile telephonic transmissions, each of which shall be
considered to be an original document.
(h) All prior agreements between the parties, whether oral or written, are
merged herein.
(i) This agreement may not be modified or changed except by proper written
amendment.
IN WITNESS WHEREOF, each of the Constituent Corporations, pursuant to
authority duly granted by its Board of Directors, has caused this Agreement of
Merger to be executed the day and date above set forth.
The respective directors and officers of the Constituent Corporation do
hereby certify that the above Agreement and Plan of Reorganization and Merger
was adopted by majority vote of the shareholders of the Constituent Corporation
as set forth in the above Agreement and that said resolution has not been
revoked or amended.
TESMARK, INC. (Idaho) TESMARK, INC. (Nevada)
BY://S// FLOYD ROBERTSON BY://S//FLOYD ROBERTSON
- ---------------------------- ----------------------------
TITLE: PRESIDENT TITLE: PRESIDENT
ATTEST: //S//MAXINE BENEDICT ATTEST: //S//MAXINE BENEDICT
[ FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCT 29, 1998
C24781-98
DEAN HELLER,
SECRETARY OF STATE ]
ARTICLES OF INCORPORATION
OF
TESMARK, INC.
The undersigned natural person, being at least eighteen years of age,
acting as incorporator of a corporation in the State of Nevada, adopts the
following Articles of Incorporation for such corporation:
ARTICLE I
The name of this corporation is: TESMARK, INC.
ARTICLE II
The corporation is organized to engage in any lawful acts, activities,
and pursuits for which a corporation may be organized under the laws of the
State of Nevada.
ARTICLE III
The corporation is authorized to issue the following classes of shares:
Twenty-Four Million (24,000,000) shares of common voting stock with a par value
of one ail ($.001) per share; and One Million (1,000,000) shares of preferred
stock with a par value of one ail ($.001) per share. The common stock shall have
unlimited voting rights and shall be entitled to receive the net assets of the
corporation upon dissolution. There shall be no preemptive rights or assessments
for any shares; unless otherwise provided in the Bylaws, the shareholders may
not accumulate their shares for voting purposes. The Board of Directors shall
have the authority to divide the stock into series on all the classes, establish
the number of shares for any series, determine the qualifications, limitations
or restrictions of rights thereon; and in addition to the foregoing, the Board
of Directors may designate such voting rights for the preferred shares as they
may deem appropriate.
ARTICLE IV
The period of duration of the corporation is perpetual.
ARTICLE V
The street address of the incorporator and initial resident office of
the corporation is 3702 South Virginia Street, Suite G12- 205, Reno, Nevada
89502; the name of the corporation's initial resident agent at that office is
Robert F. Hiatt, whose signature of acceptance as the resident agent is set
forth on the signature page of these articles of incorporation.
<PAGE>
ARTICLE VI
The Governing Board of this corporation shall be styled as the Board of
Directors; the initial Board of Directors shall consist of one member, the
incorporator, Robert F. Hiatt, at the address above.
To the fullest extent permitted by the Nevada corporations laws or any
other applicable law as now in effect or as it may hereafter be amended,
officers or directors of this corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for any action taken or any
failure to take any action, as an-officer or director.
Dated this 24 day of September, 1998
INCORPORATOR: /s/ ROBERT F. HIATT
------------------------------------
[State of California, County
of Plumas, Notarial Seal]
[ FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
APR 05, 1999
NO. C24781-98
DEAN HELLER,
SECRETARY OF STATE ]
ARTICLES AND CERTIFICATE OF MERGER
OF
TESMARK, INC., an Idaho corporation
INTO
TESMARK INC., a Nevada corporation, as Survivor
The undersigned, being respectively the president and secretary of the
above referenced corporations, do hereby file these Articles and Certificate of
Merger, and do declare under oath that the following information is filed with
the Secretary of State of the State of Nevada, pursuant to NRS Section 78.458,
as amended, certifying that the corporations did agree to merge, and the boards
of directors and shareholders of the respective corporations did approve such
merger this day, as follows:
ONE: The names of the merging corporations are TESMARK, INC., an Idaho
corporation, merging into TESMARK, INC., a Nevada corporation, with Tesmark,
Inc. (Nevada)being the surviving corporation.
TWO: An Agreement and Plan of Reorganization and Merger ("Agreement") was
adopted by the boards of directors and shareholders of the corporations on this
date. A complete and true copy of the duly executed Agreement is on file at the
surviving corporation's principal place of business, being also its registered
office; a copy of such Agreement will be furnished by the surviving corporation,
on request and without costs, to any stockholder of the constituent
corporations.
THREE: The former Tesmark, Inc. (Idaho) does, from and after this date, hereby
cem to exist by virtue of its merger into Tesmark, Inc. (Nevada).
FOUR: At the time of the merger, a majority of the holders of the outstanding
common stock of the respective corporations did by their written consent approve
of the merger. There were 5,000 (5,000) $1 .00 par value common voting shares
issued and outstanding in Tesmark, Inc., (Idaho) at the time of shareholder
approval of the merger; all 5,000 shares voted in favor of the merger, with none
voting against. There were One Hundred (I 00) $. 001 par value common voting
shares issued and outstanding in Tesmark, Inc. (Nevada) at the time of the
shareholder approval of the merger, of the 100 shares issued and outstanding,
100 voted in favor of the merger, with none voting against.
<PAGE>
FIVE: The articles of incorporation of Tesmark, Inc. (Nevada), the surviving
corporation, as currently on file and a matter of record with the Nevada
Secretary of State, shall be the articles of incorporation of the companies as
merged.
IN WITNESS WHEREOF, the above named officers have executed the foregoing
Articles and Certificate of Merger on this the 10TH day of November 1998.
By: /s/ Floyd Robertson By: /s/ Maxine Benedict
------------------------ -----------------------------
President Secretary/Assistant Secretary
[State of Utah, County of
Salt Lake Notarial Seal]
BY-LAWS OF
TESMARK, INC.
ARTICLE I OFFICES
The principal office of the Corporation shall be established and
maintained at 2921 N. Tenaya Way, Suite 208, in the City of Las Vegas, County of
Clark, State of Nevada. The Corporation may also have offices at such places
within or without the State of Nevada as the board may from time to time
establish.
ARTICLE II SHAREHOLDERS
1. MEETINGS. The annual meeting of the shareholders of this Corporation shall be
held on the fifteenth day of September, of each year or at such other time and
place designated by the Board of Directors of the Corporation. Business
transacted at the annual meeting shall include the election of Directors of the
Corporation and all other matters properly before the Board. If the designated
day shall fall on a Sunday or legal holiday, the meeting shall be held on the
first business day thereafter.
2. SPECIAL MEETINGS. Special meetings of the Shareholders shall be held when
directed by the President or the Board of Directors, or when requested in
writing by the holders of not less than ten (10%) of all the shares entitled to
vote at the meeting. A meeting requested by Shareholders shall be called for a
date not less than ten (10) nor more than thirty (30) days after the request is
made unless the Shareholders requesting the meeting designate a later date. The
call for the meeting shall be issued by the Secretary, unless the President,
Board of Directors, or Shareholders requesting the meeting shall designate
another person to do so.
3. PLACE. Meetings of Shareholders shall be held at the principal place of
business of the Corporation or at such other place as may be designated by the
Board of Directors.
4. NOTICE. Written notice to each Shareholder entitled to vote stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than thirty (30) days before the meeting. If any
Stockholder shall transfer his stock after notice, it shall not be necessary to
notify the transferee. Any Stockholder may waive notice of any meeting either
before, during or after the meeting.
5. QUORUM. The majority of the Shares entitled to vote, represented in person or
by Proxy, shall constitute a Quorum at a meeting of Shareholders, but in no
event shall a Quorum consist of less than 1/3 of the shares entitled to vote at
the meeting.
After a Quorum has been established at a Shareholders'
meeting, the subsequent withdrawal of Shareholders, so as to reduce the number
of shares entitled to vote at the meeting below the number required for a
Quorum, shall not effect the validity of any action taken at the meeting or any
adjournment thereof.
<PAGE>
6. PROXY. Every Shareholder entitled to vote at a meeting of Shareholders, or to
express consent or dissent without a meeting, or his duly authorized
attorney-in-fact, may authorize another person or persons to act for him by
Proxy. The Proxy must be signed by the Shareholder or his attorney-in-fact. No
Proxy shall be valid after the expiration of six (6) months from the date
thereof, unless otherwise provided in the Proxy.
ARTICLE III DIRECTORS
1. BOARD OF DIRECTORS. The Board of Directors shall consist of from two to nine
members, as decided by a vote of the Shareholders The business of the
Corporation shall be managed and its corporate powers exercised by a Board of
Directors, each of whom shall be of majority age. It shall not be necessary for
Directors to be Shareholders.
2. ELECTION AND TERM OF DIRECTORS. Directors shall be elected at the annual
meeting of Stockholders and each Director elected shall hold office until his
successor has been elected and qualified, or until his prior resignation or
removal.
3. VACANCIES. If the office of any Director, member of a committee or other
officer becomes vacant, the remaining Directors in office, by a majority vote,
may appoint any qualified person to fill such vacancy, who shall hold office for
the unexpired term and until his successor shall be duly chosen.
4. REMOVAL OF DIRECTORS. Any or all of the Directors may be removed with or
without cause by vote of a majority of all of the stock outstanding and entitled
to vote at a special meeting of Stockholders called for that purpose.
5. NEWLY CREATED DIRECTORSHIPS. The number of Directors may be increased by
amendment of these By-Laws and by the affirmative vote of a majority in interest
of the Stockholders, at the annual meeting or at a special meeting called for
that purpose, and by like vote the additional Directors may be chosen at such
meeting to hold office until the next annual election and until their successors
are elected and qualify.
6. RESIGNATION. A Director may resign at any time by giving written notice to
the Board, the President or the Secretary of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board of such resignation, and the acceptance of the resignation shall
not be necessary to make it effective.
7. QUORUM OF DIRECTORS. A majority of the Directors shall constitute a quorum
for the transaction of business. If at any meeting of the Board there shall be
less than a quorum present, those present may adjourn, and no further notice
thereof need to be given other than by announcement at the meeting which shall
be so adjourned.
8. PLACE AND TIME OF BOARD MEETINGS. The Board may hold its meeting at the
office of the Corporation or at such other places, either within or without the
State, as it may from time to time determine.
<PAGE>
9. NOTICE OF MEETINGS OF THE BOARD. A regular annual meeting of the Board may be
held without notice at such time and place as it shall from time to time
determine. Special meetings of the Board shall be held upon notice to the
Directors either personally, by mail or by wire. Special meetings shall be
called by the President or by the Secretary on the written request of two
Directors. Notice of a meeting need not be given to any Director who submits a
waiver of notice before or after the meeting or who attends the meeting without
protesting the lack of notice to him prior thereto or at its commencement.
10. REGULAR ANNUAL MEETING. A regular annual meeting of the Board shall be held
immediately following the annual meeting of Stockholders at the place of such
annual meeting of Stockholders.
11. EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution, may designate two
or more of their members to the Executive Committee. To the extent provided in
said resolution or these By-Laws, said committee may exercise the powers of the
Board concerning the management of the business of the Corporation.
12. COMPENSATION. No compensation shall be paid to Directors, as such, for their
services, but by resolution of the Board, a fixed sum and expenses for actual
attendance, at each regular or special meeting of the Board, may be authorized.
Nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV OFFICERS
1. OFFICERS, ELECTION AND TERM.
a. The Board may elect or appoint a Chairman, a President, one or more
Vice Presidents, a Secretary and a Treasurer, and such other officers as it may
determine, who shall have such duties and powers as hereinafter provided.
b. All officers shall be elected or appointed to hold office until the
meeting of the Board following the next annual meeting of Stockholders and until
their successors have been elected or appointed and qualified.
c. Any two or more offices may be held by the same person.
2. REMOVAL, RESIGNATION, SALARY, ETC.
a. Any officer elected or appointed by the Board may be removed by the
Board with or without cause.
b. In the event of the death, resignation or removal of an officer, the
Board in its discretion may elect or appoint a successor to fill the unexpired
term.
c. Any officer elected by the Shareholders may be removed only by a
majority vote of
<PAGE>
the Shareholders unless otherwise provided by the Shareholders.
d. The salaries of all officers shall be fixed by the Board.
e. The Directors may require any Officer to give security for the
faithful performance of his duties.
3. DUTIES. The officers of this Corporation shall have the following duties:
a. The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
affairs of the Corporation subject to the directions of the Board of Directors,
and shall preside at all meetings of the Shareholders and Board of Directors.
b. The Secretary shall have custody of, and maintain, all of the
corporate records except the financial records; shall record the minutes of all
meetings of the Shareholders and Board of Directors, send all notices of all
meetings, and perform such other duties as may be prescribed by the Board of
Directors or the President.
c. The Treasurer shall have custody of all corporate funds and
financial records, shall keep full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of Shareholders
and whenever else required by the Board of Directors or the President, and shall
perform such other duties as may be prescribed by the Board of Directors or the
President.
4. REMOVAL OF OFFICERS. An officer or agent elected or appointed by the Board of
Directors may be removed by the Board whenever, in its judgment, the best
interests of the Corporation will be served thereby. Any vacancy in any office
may be filled by the Board of Directors.
ARTICLE V STOCK CERTIFICATES
1. ISSUANCE. Every holder of shares of this Corporation shall be entitled to
have a certificate representing all shares of which he is entitled. No
certificate shall be issued for any share until such share is fully paid.
2. FORM. Certificates representing shares in this Corporation shall be signed by
the President or Vice President and the Secretary or an Assistant Secretary and
may be sealed with the seal of the corporation or a facsimile thereof.
3. TRANSFER OF STOCK. The Corporation shall register a stock certificate
presented to it for transfer if the certificate is properly endorsed by the
holder of record or by his duly authorized attorney.
5. LOST, STOLEN OR DESTROYED CERTIFICATES. If the Shareholder shall claim to
have lost or destroyed a certificate of shares issued by the Corporation, a new
certificate shall
<PAGE>
be issued upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed, and, at the discretion
of the Board of Directors, upon the deposit of a bond or other indemnity in such
amount and with such sureties, if any, as the Board may reasonably require.
ARTICLE VI BOOKS AND RECORDS
1. BOOKS AND RECORDS. This Corporation shall keep correct and complete books and
records of account and minutes of the proceedings of its Shareholders, Board of
Directors and committees of Directors.
This Corporation shall keep at its registered office or
principal place of business a record of its Shareholders, giving the names and
addresses of all Shareholders and the number of the shares held by each.
Any books, records and minutes may be in written form or in
any other form capable of being converted into written form within a reasonable
time.
2. SHAREHOLDERS' INSPECTION RIGHTS. Any person who shall have been a holder of
record of shares or of voting trust certificates therefor at least ninety (90)
days immediately preceding his demand or shall be the holder of record of shares
or of voting trust certificates for at least five (5%) percent of the
outstanding shares of the Corporation, upon written demand stating the purpose
thereof, shall have the right to examine, in person, by agent or attorney, at
any reasonable time, for any proper purpose, the Corporation's relevant books
and records of accounts, minutes, and records of Shareholders, and to make
extracts therefrom.
3. FINANCIAL INFORMATION. Not later than three (3) months after the close of
each fiscal year, this Corporation shall prepare a balance sheet showing, in
reasonable detail, the financial condition of the Corporation at the close of
its fiscal year, and a profit and loss statement showing the results of the
operations of the Corporation during its fiscal year.
Upon the written request of any Shareholder or holder of
voting trust certificates for shares of the Corporation, the Corporation shall
mail to each Shareholder or holder of voting trust certificates a copy of the
most recent such balance sheet and profit and loss statement.
The balance sheet and profit and loss statements shall be
filed in the registered office of the Corporation of this state, shall be kept
for at least five years, and shall be subject to inspection during business
hours by any Shareholder or holder of voting trust certificates, in person or by
agent.
ARTICLE VII DIVIDEND
The Board may out of funds legally available therefor, at any regular or
special meeting, declare dividends upon the capital stock of the Corporation as
and when it deems expedient. Before declaring any dividend there may be set
apart out of any funds of the Corporation available for dividends, such sum or
sums as the Board from time to time in their discretion deem proper for working
capital or as a reserve fund to meet contingencies or for equalizing
<PAGE>
dividends or for such other purposes as the Board shall deem conducive to the
interests of the Corporation.
ARTICLE VIII CORPORATE SEAL
The seal of the Corporation shall be circular in form and bear the name of
the Corporation, the year of its organization and the words "CORPORATE SEAL,
STATE OF NEVADA". The seal may be used by causing it to be impressed directly on
the instrument or writing to be sealed, or upon adhesive substance affixed
thereto. The seal on the certificates for shares or on any corporate obligation
for the payment of money may be facsimile, engraved or printed.
ARTICLE IX EXECUTION
All corporate instruments and documents shall be signed or countersigned,
executed, verified, or acknowledged by such officer, officers, or other person
or persons as the Board may from time to time designate.
ARTICLE X FISCAL YEAR
The fiscal year shall begin the first day of August in each year.
ARTICLE XI NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these By-Laws to be given, personal
notice is not meant unless expressly so stated, and any notice so required shall
be deemed to be sufficient if given by depositing the same in the post office
box in a sealed post-paid wrapper, addressed to the person entitled thereto at
his last known post office address, and such notice shall be deemed to have been
given and received two (2) days subsequent to mailing. Stockholders not entitled
to vote shall not be entitled to receive notice of any meetings except as
otherwise provided by Statute.
Whenever any notice is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the Corporation or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, before or after the
time stated therein, shall be deemed equivalent thereto.
ARTICLE XII CONSTRUCTION
Whenever a conflict arises between the language of these By-Laws and the
Certificate of Incorporation, the Certificate of Incorporation shall govern.
ARTICLE XIII BUSINESS
1. CONDUCT OF BUSINESS WITHOUT MEETINGS. Any action of the Stockholders,
Directors and committee may be taken without a meeting if consent in writing,
setting forth the action so taken, shall be signed by all persons who would be
<PAGE>
entitled to vote on such action at a meeting and filed with the Secretary of the
Corporation as part of the proceedings of the Stockholders, Directors or
committees as the case may be.
2. MANAGEMENT BY STOCKHOLDER. In the event the Stockholders are named in the
Articles of Incorporation and are empowered therein to manage the affairs of the
Corporation in lieu of Directors, the Stockholders of the Corporation shall be
deemed Directors for the purposes of these By-Laws and wherever the words
"directors", "board of directors", or "board" appear in these By-Laws, those
words shall be taken to mean Stockholders.
The Shareholders may, by majority vote, create a Board of
Directors to manage the business of the Corporation and exercise its corporate
powers.
ARTICLE XIV AMENDMENTS
These By-Laws may be altered or repealed and By-Laws may be made at any
annual meeting of the Stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal to be made be contained in the notice of
such special meeting, by the affirmative vote of a majority of the stock issued
and outstanding and entitled to vote thereat, or by the affirmative vote of a
majority of the Board at any regular meeting of the Board or at any special
meeting of the Board if notice of the proposed alteration or repeal to be made,
be contained in the notice of such special meeting.
ARTICLE XV REMARKS
Whenever an officer, director, or majority stockholder fails or refuses to
comply with any provision herein or in the Corporation's Articles of
Incorporation, any other officer, director or shareholder shall have the right
to enforce said provision and provide for said compliance through an action for
injunctive relief or a derivative action, if such are cognizable at law, and to
collect court costs and attorneys fees from such officer, director or majority
stockholder personally. Any such officer, director or majority stockholder
consents, for any such action, to the personal jurisdiction and venue of a court
of subject matter jurisdiction located in Clark County, State of Nevada.
ARTICLE XVI - INDEMNITY
Any person made a party to any action, suit or proceeding, by reason of the
fact that he, his testator or interstate representative is or was a director,
officer or employee of the Corporation or of any corporation in which he served
as such at the request of the Corporation shall be indemnified by the
Corporation against the reasonable expenses, including attorneys fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceeding, or in connection with any appeal therein, except in relation
to matters as to which it shall be adjudged in such action, suit or proceeding,
or in connection with any appeal therein that such officer, director or employee
is liable for gross negligence or misconduct in the performance of his duties.
The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or director -or employee may be entitled apart
from the provisions of this section.
The amount of indemnity to which any officer or any director may be en-
titled shall be fixed by the Board of Directors, except that in any case in
which there is no disinterested majority of the Board available, the amount
shall be fixed by arbitration pursuant to the then existing rules of the
American Arbitration Association.
Accepted this 30th Day of October, 1998 by
/s/ Maxine Benedict
--------------------------
Secretary
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Tesmark, Inc. Financial Data Summary
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<NAME> Tesmark, Inc.
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<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> OCT-01-1999 DEC-31-1998
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