Tesoro Enterprises, Inc. is a publicly traded holding company (TSNP). The company trades on the Pink Sheet Exchange. We operate in the building, construction and remodeling products space with both commercial and residential customers. Through our wholly owned subsidiary, Fashion Floor Covering and Tile, Inc., we supply and install a full line of floor and wall covering materials including: natural pre-finished wood, engineered wood and laminates; wall-to-wall carpet and area rugs; linoleum and vinyl floor coverings and ceramic, porcelain and natural stone products for both internal and external use. Our customers range from the individual home owner (DIY) to builders and contractors to interior designers. The Fashion Floor Annex (FFA) is our subsidiary that operates in the e-commerce. FFA has a significant position on the Wayfair, one of the leading e-commerce sites for home improvement materials.
November 12, 2009 Reorganization and Corporate History
Tesoro Enterprises, Inc., an Oklahoma corporation (“TEI/Company”) was incorporated November 12, 2009 as a subsidiary of Tesoro Distributors, Inc. Our former parent company, Tesoro Distributors, Inc. was originally incorporated on May 1, 2000 in Nevada as Ponca Acquisition Corp and in September 2002, changed its name to IWT Tesoro Corporation. On March 12, 2009, IWT Tesoro Corporation re-domiciled to Oklahoma and changed its name to Tesoro Distributors, Inc. (“TDI”).
On November 12, 2009, TEI consummated a reorganization which we refer to collectively as the "2009 Reorganization" pursuant to Section 1081(g) of the Oklahoma General Corporation Law (“OGCL”), as a tax-free organization. At that time, TDI caused TEI. to be incorporated in the State of Oklahoma as a direct, wholly-owned subsidiary of TDI and caused Analysis, Inc. ("Analysis") to also be incorporated in the State of Oklahoma as a direct wholly-owned subsidiary of TEI. Under the terms of the Reorganization, TDI was merged with and into Analysis pursuant to Section 1081(g) of the OGCL.
Upon consummation of the Reorganization, each issued and outstanding share of TDI Common Stock was converted into and exchanged for a share of common stock of TEI (on a share-for-share basis). Similarly, all any other outstanding TDI securities were also converted or exchanged on a one-for-one basis. All of the securities have the same designations, rights, powers and preferences, and qualifications, limitations and restrictions as the shares of TDI being converted. In conjunction with the 2009 Reorganization, TDI concluded a downstream merger into the second subsidiary Analysis. All of TDI’s
assets, liabilities and losses carried forward to Analysis. There was no spin-off and TDI’s corporate existence ceased.
Immediately following the 2009 Reorganization, on November 12, 2009, TEI entered in a share exchange agreement with Fashion Floor Covering and Tile, Inc (“FFCT)., whereby the sole stockholder of FFCT
received 500,000 shares of TEI restricted shares of common stock in exchange for all the outstanding shares of FFCT. FFCT is a full line (wood, carpet and tile) retail dealer and installer of floor and wall
covering materials. FFCT has been in business for over twenty years under the same ownership and management.
From our reorganization in November 2009 and until January 2011, the company has operated out of one location in Wilton, CT. Our customer base has remained relatively constant with about 50% coming from the residential market and 50% coming from the commercial market. While a majority of company revenue comes from the sale of flooring materials, installation services represent about 35% of the of the company's net sales. In 2015, the comany expanded into the e-commerce space by signing an agreement with wayfair to market the Company's tile and stone products. In mid 2016, the Company reached an agreement with Graber shades, Blinds and Shutters, Inc, .to carry their branded products on our Wayfair site under the name "Tesoro Blinds, Shades and Shutters by Graber". These additional products have expanded the outside of the flooring space into a more general home improvement space.