Edgar Filing: ASSURE ENERGY INC

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) APRIL 23, 2002

ASSURE ENERGY, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 333-61714 13-4125563
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation or organization)

6786 WILLOWOOD DRIVE, SUITE G1006, BOCA RATON, FLORIDA 33434
(Address of principal executive offices)(Zip Code)

(561) 482-6952
(Registrant's Telephone Number, Including Area Code)

INVENTOY.COM, INC.
(Former Name or Former Address, If Changed since Last Report.)

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

On April 23, 2002 we entered into an "Acquisition Agreement" (the
"Acquisition Agreement") with Assure Oil and Gas Corp, an Ontario, Canada
corporation ("Assure"); and the shareholders of Assure (the "Assure
Shareholders"). The Acquisition Agreement principally involved our acquisition
of all of Assure's issued and outstanding capital stock, making Assure a wholly
owned subsidiary of ours, in exchange for 2,400,000 units (the "Units"), each
Unit consisting of one share of our common stock, one class A Warrant and one
class B Warrant. Each class A Warrant entitles the holder to purchase one share
of our common stock at a price of $.50 per share for a period of five years from
issuance. Each class B Warrant entitles the holder to purchase one share of our
common stock at a price of $1.00 per share for a period of five years from
issuance. As at May 7, 2002, we have yet to issue the Units to the Assure
Shareholders for administrative reasons relating to the printing of the new
stock certificates, but expect to do so shortly. Pursuant to a related
Registration Rights Agreement, dated as of April 23, 2002, between us and the
Assure Shareholders (the "Registration Rights Agreement"), we have agreed to
register the common stock forming part of the Units (the "Units Shares") and the
common stock underlying the class A Warrants (the "Class A Warrant Shares") and
class B Warrants (the "Class B Warrant Shares"). We have agreed to register 50%
of the Unit Shares and all of the Class A Warrant Shares on a registration
statement on Form SB-2, or such other form as shall be available, (the "Initial
Registration Statement"), as soon as practicable, and to register the remaining
50% of the Unit Shares and all of the Class B Warrant Shares within 18 months of
the effective date of the Initial Registration Statement. In connection with the
Acquisition Agreement, Ed Kaplan, one of our three directors, resigned and was
replaced by James I. Golla, a designee of Assure. Further, on May 1, 2002 we
amended our Certificate of Incorporation to change our name to Assure Energy,
Inc.

Assure is a Ontario, Canada corporation incorporated on October 11,
2000. It is engaged in the business of oil and gas exploration, development,
acquisition and production. Most of its activities involve properties located in
Alberta, Canada.

We were incorporated August 11, 1999 in the state of Delaware with the
object to license toy designs to toy manufacturers and to act as a toy
inventor's agent in licensing toy designs developed by others. We expected to
market such toy designs by both direct meetings with toy manufacturers'
representatives and through a web site that could give manufacturers the
opportunity to review pictures and descriptions of new inventions at a single
source to decide whether a face-to-face meeting would be useful. We believe that
the foregoing business model is still valid; however, given the effect of an
overcrowded .com business environment, no operations in this area have commenced
to date. Accordingly, we have looked at other ventures of merit for corporate
participation as a means of enhancing shareholder value. This strategy lead to
our entering into the Acquisition Agreement with Assure.

ITEM 5. OTHER EVENTS.

On April 23, 2002 we completed a $1,250,000 debt financing with Private
Investment Company, Ltd., a Turks and Caicos company. The debt is evidenced by
our demand promissory note (the "Note") dated April 23, 2002 and bears interest
at the rate of 1% above the prime rate

changed by Citicorp. All interest and principal due on the Note are payable on
or before October 23, 2002.

On May 8, 2002 we completed a $1,750,000 equity financing with three
accredited persons pursuant to the exemption from the registration provisions of
the Securities Act of 1933, as amended, provided by Rule 506 of Regulation D. In
connection therewith, we issued an aggregate of 1,400,000 units at a purchase
price of $1.25 per unit. Each unit consists of one share of our common stock and
one common stock purchase warrant. Each warrant entitles the holder to purchase
one share of our common stock at a price of $1.50 per share for a period of four
years commencing one year from the date of issuance.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Business Acquired. To be filed by amendment
within the next 60 days.

(b) Pro Forma Financial Information. To be filed by amendment within the
next 60 days.

2.1 Acquisition Agreement dated April 23, 2002 by and among
Registrant, Assure Oil and Gas Corp. ("Assure") and the
shareholders of Assure.

3.1 Certificate of Amendment to Registrant's Certificate of
Incorporation filed May 1, 2002.

4.1 Registration Rights Agreement dated as of April 23, 2002 by
and between Registrant and the shareholders of Assure Oil and
Gas Corp.

10.1 Promissory Note dated April 23, 2002.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly cause this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

ASSURE ENERGY, INC.

Dated: May 8, 2002 By: /s/ Douglas Kaplan
--------------------------------
Douglas Kaplan
President