SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) AUGUST 27, 2002
ASSURE ENERGY, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 333-61714 13-4125563
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(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation or organization)
840 7TH AVENUE, SUITE 1600, CALGARY, ALBERTA T2P 3G2
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(Address of principal executive offices) (Zip Code)
(403) 231-1230
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(Registrant's Telephone Number, Including Area Code)
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(Former Name, Former Address, and Former Fiscal Year,
if Changed Since Last Report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 27, 2002 we entered into a Stock Exchange Agreement (the
"Agreement") with Inventoy.com International, Inc. ("Inventoy"), Kaplan Design
Group, Douglas Kaplan, Ed Kaplan and Ron Beit-Halachmy. At the time of the
Agreement, Kaplan Design Group, Douglas Kaplan, Ed Kaplan and Ron Beit-Halachmy
(collectively the "Shareholders") owned an aggregate of 14,440,000 shares of our
common stock (the "Shares"). Pursuant to the Agreement, the Shareholders
exchanged the Shares for all of the issued and outstanding shares of Inventoy,
our inactive wholly-owned subsidiary. Inventoy owns patents, trademarks,
tradenames, technical processes, know-how and other intellectual property
intended to be utilized in a business involving the licensing of toy designs to
manufacturers and the acting as a toy inventor's agent in licensing toy designs
developed by others (the "Inventoy Assets"). The Shareholders include certain
founders of ours that contributed (the "Contribution") the Inventoy Assets to us
upon our formation. The Shares had been received by the Shareholders in
consideration of the Contribution. The decision to sell Inventoy to the
Shareholders was based upon the determination that Inventoy did not fit into our
current operations which primarily consist of the exploration, development, and
acquisition of petroleum and gas properties located in Western Canada. Pursuant
to the Agreement, the Shares have been cancelled and returned to the status of
authorized but unissued shares.
ITEM 5. OTHER EVENTS.
Effective August 1, 2002 Douglas Kaplan resigned from his positions as
an officer and director of ours. Effective August 16, 2002 Ron Beit-Halachmy
resigned from his position as a director of ours. Both resignations were made in
recognition of the shift in our business direction from a toy company to an oil
and gas company.
Our board of directors has authorized a 3:2 forward stock split (the
"Stock Split"). The record date for the Stock Split is September 10, 2002 (the
"Record Date"). Shareholders of record as of the close of business on the Record
Date will be eligible to receive an additional share of common stock for every
two shares then owned by the shareholder. The payment date for the Stock Split
will be following the close of business on September 17, 2002 (the "Payment
Date"). The shares will be sent to our shareholders on the Payment Date or as
soon thereafter as is practicable. The shareholders will not be required to
surrender their existing certificates to receive the shares pursuant to the
Stock Split. As adjustment will be made to the price of our common stock as of
the commencement of trading on September 18, 2002 to reflect the Stock Split.
All persons purchasing shares of our common stock subsequent to the Record Date
but prior to September 18, 2002 that still own such shares on September 18, 2002
will be entitled to the benefit of the Stock Split through the due bills
process.
As of August 27, 2002 we entered into a Preferred Stock Purchase
Agreement with one person pursuant to which we sold such person 5,250 shares of
our Convertible Series B Preferred Stock (the "Preferred Stock") at a price of
$100 per share (the "Stated Value") or an aggregate of $525,000. The Series B
Preferred Stock was issued pursuant to Section 4(2) of the Securities Act of
1933, as amended. The Series B Preferred Stock is convertible by the holder
after 2 years, or if called for redemption by us, into units. The initial
conversion price for the conversion of the Series B Preferred Stock is $1.75 of
Stated Value. Each unit consists of one
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share of our common stock (the "Unit Shares") and one common stock purchase
warrant. Each warrant entitles the holder thereof to purchase one share of our
common stock (the "Warrant Shares") at a price of $2.00 per share at any time
during the four year period commencing one year after the date of issuance.
Piggyback registration rights apply to the Unit Shares and Warrant Shares
issuable upon conversion of the Preferred Stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
2.1 Stock Exchange Agreement dated August 27, 2002 by and among
Registrant, Inventoy.com International Inc., Kaplan Design
Group, Douglas Kaplan, Ed Kaplan and Ron Beit Halachmy.
4.1 Certificate of Designation, Preferences and Rights of Series B
Preferred Stock of Registrant as filed with the Delaware
Secretary of State on August 28, 2002.
10.1 Convertible Preferred Stock Purchase Agreement dated August
27, 2002.
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SIGNATURE
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 hereunto duly authorized.
ASSURE ENERGY, INC.
Dated: September 9, 2002 By: /s/James I. Golla
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James I. Golla, President
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