UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 333-61714
ASSURE ENERGY, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 13-4125563
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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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(Issuer's telephone number, including area code)
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(Former Name, Former Address and Former Fiscal Year, if Changed since Last
Report)
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 24,684,000 shares as at
August 12, 2002
Transitional Small Business Disclosure Format (check one).
Yes ; No X
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ASSURE ENERGY, INC.
JUNE 30, 2002 QUARTERLY REPORT ON FORM 10-QSB
TABLE OF CONTENTS
Page Number
Special Note Regarding Forward Looking Statements ..............................3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements ...........................................................4
Item 2. Plan of Operation..............................................................12
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds......................................13
Item 4. Submission of Matters to a Vote of Security Holders............................14
Item 5. Other Information..............................................................14
Item 6. Exhibits and Reports on Form 8-K...............................................14
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
To the extent that the information presented in this Quarterly Report on
Form 10-QSB for the quarter ended June 30, 2002, discusses financial
projections, information or expectations about our products or markets, or
otherwise makes statements about future events, such statements are
forward-looking. We are making these forward-looking statements in reliance on
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although we believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, there are a
number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. These risks and uncertainties
are described, among other places in this Quarterly Report, in "Plan of
Operation".
In addition, we disclaim any obligations to update any forward-looking
statements to reflect events or circumstances after the date of this Quarterly
Report. When considering such forward-looking statements, you should keep in
mind the risks referenced above and the other cautionary statements in this
Quarterly Report.
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheet as of June 30, 2002................................5
Consolidated Statements of Operations for the three
and six month periods ended June 30, 2002 and 2001
and for the period from August 11, 1999 (inception)
to June 30, 2002...........................................................6
Consolidated Statements of Cash Flows for the three
and six month periods ended June 30, 2002 and 2001
and for the period from August 11, 1999 (inception)
to June 30, 2002...........................................................7
Notes to Consolidated Financial Statements....................................8
4
Assure Energy, Inc. and Subsidiaries
F/K/A Inventoy.com, Inc.
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
June 30, 2002
ASSETS
CURRENT
Cash $1,529,237
Accounts receivable and other current assets 622,380
-----------
Total current assets 2,151,617
-----------
FIXED ASSETS
Oil & Gas Properties 4,152,701
-----------
TOTAL ASSETS $6,304,318
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Accounts payable and accrued liabilities $90,662
Due to former shareholders of business acquired 225,000
-----------
Total current liabilities 315,662
-----------
LONG-TERM LIABILITIES
Note payable 100,000
Obligation for Site Restoration 13,587
-----------
Total long-term liabilities 113,587
-----------
SHAREHOLDERS' EQUITY
Preferred stock - $100 stated value,
5,000,000 shares authorized,
17,500 issued and outstanding 1,750,000
Common stock - $0.001 par value,
100,000,000 shares authorized,
24,644,000 issued and outstanding 24,644
Additional paid-in capital 4,398,871
Subscriptions receivable (600)
Deficit accumulated during the development stage (177,356)
Accumulated other comprehensive loss (a) (120,490)
-----------
Total shareholders' equity 5,875,069
-----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $6,304,318
===========
(a) Consists entirely of foreign exchange translation adjustments
See notes to unaudited consolidated financial data.
5
Assure Energy, Inc. and Subsidiaries
F/K/A Inventoy.com, Inc.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
Period from
August 11, 1999
Six months ended Three months ended (inception)
June 30, June 30, to June 30,
2002 2001 2002 2001 2002
---- ---- ---- ---- ----
REVENUE
Oil and Gas revenue $297,206 $- $297,206 $- $297,206
Other 7,392 810 7,306 322 8,629
------------ ------------ ------------ ------------ ------------
Total Revenue 304,598 810 304,512 322 305,835
------------ ------------ ------------ ------------ ------------
EXPENSES
Production expenses 82,327 - 82,327 - 82,327
Royalties 71,801 - 71,801 - 71,801
Depreciation, Depletion and site restoration 88,650 - 88,650 - 88,650
Interest 22,082 - 22,082 - 22,082
General, administrative and other 148,104 5,515 42,520 505 218,332
------------ ------------ ------------ ------------ ------------
412,963 5,515 307,379 505 483,191
------------ ------------ ------------ ------------ ------------
NET LOSS ($108,365) ($4,705) ($2,867) ($183) ($177,356)
============ ============ ============ ============ ============
NET LOSS PER SHARE - BASIC (a) ($0.005) ($0.000) ($0.000) ($0.000)
============ ============ ============ ============
(a) Reflects Net Loss further reduced by cumulative
preferred stock dividends
WEIGHTED AVERAGE COMMON SHARES USED
IN THE CALCULATION OF NET LOSS PER
SHARE - BASIC 22,744,000 20,804,988 24,644,000 20,357,132
============ ============ ============ ============
See notes to unaudited consolidated financial data.
6
Assure Energy, Inc. and Subsidiaries
F/K/A Inventoy.com, Inc.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Period from
August 11, 1999
Six months ended Three months ended (inception)
June 30, June 30, To June 30,
2002 2001 2002 2001 2002
---- ---- ---- ---- ----
Cash flows from operating activities:
Net loss ($108,365) ($4,705) ($2,867) ($183) ($177,356)
Adjustments to reconcile net loss
To cash provided (used) for operating activities:
Depreciation, Depletion and site restoration 88,650 - 88,650 - 88,650
Common stock issued for services - - - - 50,000
----------- ----------- ----------- ----------- -----------
(19,715) (4,705) 85,783 (183) (38,706)
(Increase) in accounts receivable and
other current assets (55,230) - (55,230) - (55,230)
(Decrease) in accounts payable and
accrued liabilities (119,756) (19,043) (139,132) (11,920) (113,610)
Exchange gains or losses and other items 31,644 - 31,644 - 31,644
----------- ----------- ----------- ----------- -----------
Cash provided (used) for operating activities (163,057) (23,748) (76,935) (12,103) (175,902)
----------- ----------- ----------- ----------- -----------
Cash flows from investing activities:
Purchase of oil and gas properties (101,913) (101,913) (101,913)
Acquisition of businesses - net (1,838,620) - (1,838,620) - (1,838,620)
----------- ----------- ----------- ----------- -----------
Cash used by investing activities (1,940,533) - (1,940,533) - (1,940,533)
----------- ----------- ----------- ----------- -----------
Cash flows from financing activities:
Net proceeds from preferred stock offering 1,750,000 - 1,750,000 - 1,750,000
Net proceeds from private placements 1,768,033 72,357 1,768,033 3,850 1,798,167
Proceeds from notes payable-net 97,505 - (2,495) - 97,505
----------- ----------- ----------- ----------- -----------
Cash provided (used) for financing activities 3,615,538 72,357 3,515,538 3,850 3,645,672
----------- ----------- ----------- ----------- -----------
Increase (decrease) in cash 1,511,948 48,609 1,498,070 (8,253) 1,529,237
Cash, beginning of period 17,289 21,090 31,167 77,952 -
----------- ----------- ----------- ----------- -----------
Cash, end of period $1,529,237 $69,699 $1,529,237 $69,699 $1,529,237
=========== =========== =========== =========== ===========
Supplemental Disclosure of non-cash investing
And financing activities:
Stock issued for acquisition $2,400,000 $- $2,400,000 $- $-
=========== =========== =========== =========== ===========
Receivable from shareholders in
connection with subscription
of common stock $- $600 $- $600 $600
=========== =========== =========== =========== ===========
Issuance of common stock for deferred
Offering costs $- $10,000 $- $10,000 $10,000
=========== =========== =========== =========== ===========
See notes to unaudited consolidated financial data.
7
Assure Energy, Inc. and Subsidiaries
F/K/A Inventoy.com, Inc.
Notes to Financial Statements
(Unaudited)
1. Consolidated Financial Statements
The accompanying financial statements include the accounts of Assure Energy,
Inc. (f/k/a Inventoy.com, Inc.) ("Assure Energy" or "the Company") and its
wholly owned subsidiaries Inventoy.com International, Inc., Assure Oil & Gas
Corp (f/k/a 1444232 Ontario, Inc.) ("Assure Oil") and Westerra 2000 Inc.
("Westerra") (collectively the "Company"). All significant intercompany balances
and transactions have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles and with
the requirements of Form 10-QSB and Regulation S-B as applicable to interim
financial information. Accordingly, the unaudited condensed consolidated
financial statements do not include all of the information and footnotes
normally required by generally accepted accounting principles for complete
financial statements. The preparation of financial statements in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses and to disclose contingent assets and liabilities at the
date of the financial statements and their potential affect on the reporting
period. In the opinion of management, all normal and recurring adjustments and
accruals considered necessary for a fair presentation have been included.
Operating results for the six and three-month periods ended June 30, 2002 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2002. For further information, refer to the financial
statements and footnotes thereto included in the Company's annual shareholders'
report incorporated by reference in the Form 10-KSB for the year ended July 31,
2001 and to the Company's filings on Form 8-K made during the three-month period
ended June 30, 2002 to report the business acquisitions discussed in Note 2
below.
2. Realignment and Acquisitions
On May 1, 2002 Assure Energy amended its Certificate of Incorporation to change
its name to Assure Energy, Inc. from Inventoy.com, Inc.
On March 14, 2002, the Company had signed an asset purchase agreement with
Inventoy.com International, Inc., through which the Company assigned all of its
rights, titles and exclusive interests in and to all patents, trademarks, trade
names, technical processes, know-how and other intellectual property that was
associated with the business of the Company at the time (toy designs), including
the twenty seven (27) toy designs the Company acquired from Kaplan Design Group
upon its formation, in exchange for all of the outstanding shares of
Inventoy.com International, Inc., (100 shares, par value $.001). With this
reorganization and the following business acquisitions, the Company, and its
8
Assure Energy, Inc. and Subsidiaries
F/K/A Inventoy.com, Inc.
Notes to Financial Statements
(Unaudited)
subsidiaries intends to continue to develop oil and gas properties.
During the three months ended June 30, 2002 Assure Energy acquired all of the
issued and outstanding shares of common stock of Assure Oil for 2,400,000 units,
each unit consisting of one share of the Company's common stock, one A warrant
entitling the holder to acquire another share of the Company's common stock at
$.50 per share, for up to five years from the date of issue and one B warrant
entitling the holder to acquire another share of the Company's stock at $1.00
per share, for up to five years from the date of issue. At the time of this
acquisition, Ed Kaplan one of the Company's three directors, resigned and was
replaced by James I. Golla, a designee of Assure Oil & Gas Corp.
The acquisition of Assure Oil was accounted for as a purchase. All the assets
acquired and all the liabilities assumed of Assure Oil have been recorded at
their fair values at the date of acquisition. Accordingly, Assure Oil's results
of operations are included in the Company's Financial Statements from the
effective date of acquisition, April 1, 2002.
Following its acquisition of Assure Oil, Assure Energy, through its new
subsidiary Assure Oil, entered into a Share Purchase Agreement with the three
shareholders (the "Westerra Shareholders") of Westerra 2000 Inc., an Alberta
corporation engaged in the exploration, development and production of oil and
gas properties primarily located in Saskatchewan, Canada.
On May 8, 2002, Assure Energy completed an equity financing with certain
accredited investors, exempt from the registration provisions of the Securities
Act of 1933, as amended by Rule 506 of Regulation D. In that financing, the
Company received US$1,750,000 in exchange for 1,400,000 units, each unit
consisting of one share of the Company's common stock and one common stock
purchase warrant entitling the holder to acquire another share of the Company's
common stock at $1.50 per share, for a period of four years commencing one year
from the date of issuance
In April 2002 Assure Energy signed a $1,250,000 six-month promissory note with a
foreign company. The note bore interest at the rate of 1% above the prime rate
as charged by Citicorp. All interest and principal due on the note were payable
on or before October 23, 2002. Subsequently, Assure Energy completed an equity
financing on June 7, 2002 in which it issued 17,500 shares of Series A Preferred
Stock with a stated value of $100 per share in exchange for US$1,750,000 and
repaid the $1,250,000 six-month promissory note. The Series A Preferred Stock
has a 5% dividend payable in cash or shares of Assure Energy's common stock and
is cumulative from the date of issue.
The acquisition of Westerra is accounted for as a purchase. Thus, all of
Westerra's assets acquired and all of Westerra's liabilities assumed have been
recorded at their fair values at
9
Assure Energy, Inc. and Subsidiaries
F/K/A Inventoy.com, Inc.
Notes to Financial Statements
(Unaudited)
the date of the acquisition, which was agreed upon as April 1, 2002. Therefore
Westerra's results of operations are included in the Company's Financial
Statements from the date of acquisition as required by generally accepted
accounting principles ("GAAP").
Both Assure Oil and Westerra are companies engaged in exploration and production
of oil and natural gas and their primary assets are oil and natural gas
properties. Accordingly, the prices to purchase these companies have primarily
been attributed to such of oil and gas properties, as supported by petroleum and
natural gas reserve valuations from reputable geological and petroleum
engineering consultants. The following represents the allocation of the business
purchase costs:
Recorded amount of oil and gas properties $2,587,351
Excess of the fair value of proven properties over their
recorded amounts 1,573,584
Other Net Assets Purchased 229,686
----------
Total Purchase Costs $4,390,621
==========
The following table represents unaudited consolidated pro forma as if Assure
Energy, Assure Oil, and Westerra had been combined as of the beginning of the
periods presented. The pro forma data is presented for illustrative purposes
only and is not necessarily indicative of the combined results of operations of
future periods or the results that actually would have resulted had Assure
Energy, Assure Oil, and Westerra been a combined company during the specified
periods.
Pro Forma Unaudited Combined
Six months ended Three months ended
June 30, June 30,
2002 2001 2002 2001
---- ---- ---- ----
REVENUE
Oil and Gas revenue $613,377 $13,081 $297,206 $8,681
Other 8,784 3,961 7,306 3,459
------------ ------------ ------------ ------------
Total Revenue $622,161 $17,042 $304,512 $12,140
============ ============ ============ ============
NET LOSS ($181,573) ($1,041) ($2,867) $4,047
============ ============ ============ ============
NET LOSS PER SHARE - BASIC (a) ($0.008) ($0.000) ($0.000) $0.000
============ ============ ============ ============
(a) Reflects the effect of cumulative
preferred stock dividends
WEIGHTED AVERAGE COMMON SHARES USED
IN THE CALCULATION OF NET LOSS PER
SHARE - BASIC 22,744,000 20,804,988 24,644,000 20,357,132
============ ============ ============ ============
10
Assure Energy, Inc. and Subsidiaries
F/K/A Inventoy.com, Inc.
Notes to Financial Statements
(Unaudited)
3. Promissory Notes Payable
On March 19, 2002 Assure Energy borrowed $100,000 and executed a 5% unsecured
promissory note, with interest due from the date of the note.
4. Shareholders' Equity
On February 15, 2002 the Board of Directors of Assure Energy approved a plan,
and filed an amended certificate of incorporation, to increase Assure Energy's
authorized common stock. The new capitalization plan calls for an increase in
Assure Energy's authorized common stock from 20,000,000 shares to 100,000,000
shares. There was no change in the number of authorized preferred stock that
remained at 5,000,000 shares.
Assure Energy's Board of Directors, voted to forward split the outstanding
common stock of Assure Energy, in the ratio of four (4) to one (1). The record
date of the stock split was February 25, 2002 (the Record Date). Therefore,
shareholders of record as of the close of business on the Record Date were
eligible to receive an additional three shares for every one share they held in
Assure Energy. As a result of the stock split the Company's 5,211,000 shares of
common stock issued and outstanding before the stock split, were increased to
20,884,000 shares of common stock issued and outstanding.
11
ITEM 2. PLAN OF OPERATION
The following discussion of our plan of operation for the next twelve
months should be read together with, and is qualified in its entirety by the
more detailed information, including the financial statements, appearing
elsewhere in this document.
We were incorporated August 11, 1999 in the state of Delaware with the
objective 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 resulted
in our April 23, 2002 Acquisition Agreement with Assure Oil & Gas Corp. ("Assure
O&G").
Assure O&G is actively engaged in the exploration, development,
acquisition and production of petroleum and natural gas (P&NG) properties
primarily located in Western Canada. In October 2000 Assure O&G commenced its
oil and gas operations as part of an initiative to create cash flow by
participating in a Farmout Agreement to drill a prospective Elkton zone natural
gas well. To date, Assure O&G has acquired varying interests, through farmout
participations, asset purchases, crown land sales and corporate acquisitions, of
both producing and prospective P&NG properties in the Western Sedimentary Basin
of Western Canada.
On May 30, 2002 Assure O&G entered into a Share Purchase Agreement with
the 3 shareholders of Westerra 2000 Inc. ("Westerra"), wherein Assure O&G
acquired Westerra, an Alberta, Canada corporation engaged in the exploration,
development and production of oil and gas properties primarily located in
Saskatchewan, Canada.
We plan to continue to explore, develop and acquire P&NG properties over
the next twelve months to increase cash flow, and to build P&NG reserves. We
anticipate engaging in an exploration program that could include infill drilling
of current proved and producing properties, seismic interpretation of
prospective properties and exploratory drilling. Acquisitions could include
lands, licenses and leases, producing well bores and corporate acquisitions. We
also may from time to time acquire, or enter into strategic alliances with,
complementary businesses to achieve these objectives.
We anticipate that our presently available capital resources together
with expected oil and gas cash flow from our existing oil and gas production
will be sufficient to fund our current oil and gas operations during the next
twelve months. We intend to fund our acquisition strategy and new exploration
programs during the next twelve months from oil and gas cash flow, working
capital and sales of our securities. Our employee levels are expected to
increase during the next twelve months in direct proportion to the anticipated
expansion of our oil and gas exploration program and available cash resources.
We do not presently anticipate any purchases or
12
sales of plant or significant equipment other than the purchase of pump jacks
which are used to enhance oil production and equipment utilized to transport gas
to processing facilities. Alternatively, we may rent, lease or subcontract for
the use of such equipment. We do no expect to engage in any material research
and development activities during the next twelve months. The exploration of and
drilling for oil and gas reserves is risky, uncertain and capital intensive. No
assurance can be given that we will increase our oil and gas operations to the
extent we anticipate or that if increased, our new acquisitions and exploration
programs will prove to be successful.
PART II -- OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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 of our units (the "Units"),
each Unit consisting of one share of our restricted common stock, one class A
Warrant and one class B Warrant. The Class A Warrants, as amended, entitle the
holder thereof to acquire one share of our common stock at $.50 per share at any
time or from time to time during the four year period commencing on April 23,
2003 and expiring on April 22, 2007. The shares underlying the Class A Warrants
have registration rights. The Class B Warrants, as amended, entitle the holder
thereof to acquire one share of our common stock at $1.00 per share, at any time
or from time to time during the four year period commencing on April 23, 2003
and expiring on April 22, 2007. The shares underlying the Class B Warrants have
registration rights. The Units were issued pursuant to the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended.
On April 23, 2002 we completed a $1,250,000 debt financing with Private
Investment Company, Ltd., a Turks and Caicos Company. The debt was evidenced by
our demand promissory note (the "Note") dated April 23, 2002 and bore interest
at the rate of 1% above the prime rate charged by Citicorp. The Note was
subsequently cancelled and the principal amount thereof was utilized to purchase
$1,250,000 of our Series A Preferred Stock. The Note was issued pursuant to the
exemption from registration contained in Section 4(2) of the Securities Act of
1933, as amended.
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
(the "Unit Shares") and one common stock purchase warrant. Each warrant entitles
the holder to purchase one share of our common stock (the "Warrant Shares") at a
price of $1.50 per share for a period of four years commencing May 8, 2003. Both
the Unit Shares and Warrant Shares have piggyback registration rights.
As of June 1, 2002 we entered into a Preferred Stock Purchase Agreement
with three persons pursuant to which we sold them 17,500 shares of our
13
Convertible Series A Preferred Stock (the "Preferred Stock") at a price of $100
per share (the "Stated Value") or an aggregate of $1,750,000. The Series A
Preferred Stock was issued pursuant to Section 4(2) of the Securities Act of
1933, as amended. One of the purchasers was Private Investment Company Ltd.
which pursuant to a Note Termination and Conversion Agreement with us dated as
of June 1, 2002 terminated the April 23, 2002 Note referred to above and applied
the $1,250,000 principal amount thereof to the purchase of 12,500 shares of our
Series A Preferred Stock. The Series A 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 A Preferred Stock is $1.50 of
Stated Value. Each unit consists of one share of our common stock and one common
stock purchase warrant. Each warrant entitles the holder thereof to purchase one
share of our common stock at a price of $1.75 per share at any time during the
four year period commencing one year after the date of issuance. Piggyback
registration rights apply to the shares underlying the common stock and warrants
issuable upon conversion of the Preferred Stock.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 22, 2002 the holders of approximately 57% of our issued and
outstanding common stock consented to the filing of an amendment to our
Certificate of Incorporation to change our name from Inventoy.com Inc. to Assure
Energy, Inc.
ITEM 5. OTHER INFORMATION
Effective August 1, 2002 Douglas Kaplan resigned from his positions as a
director and our sole officer due to the shift in our business direction from a
toy company to an oil and gas company and his desire to pursue his outside
interests. James I. Golla, one of our directors, was appointed to fill all of
the vacated officer positions.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K.
During the period covered by this Report, on May 8, 2002 we
filed a Current Report on Form 8-K dated April 23, 2002. Item 2 of the Form 8-K
titled "Acquisition or Disposition of Assets" contained disclosure respecting
our April 23, 2002 Acquisition Agreement with Assure Oil & Gas Corp. and the
shareholders of Assure Oil & Gas Corp. Item 5 of the Current Report contained
disclosures regarding (i) our completion of a $1,250,000 debt financing on April
23, 2002; and (ii) our completion of a $1,750,000 equity financing on May 8,
2002.
During the period covered by this Report, on June 14, 2002 we
filed a Current Report on Form 8-K dated May 30, 2002. Item 2 thereof contained
disclosures regarding a May 30, 2002 Share Purchase Agreement among our wholly
owned subsidiary, Assure Oil & Gas Corp. and the shareholders of Westerra 2000
Inc.
14
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ASSURE ENERGY, INC.
Dated: August 14, 2002 By: /s/ James I. Golla
---------------------------
James I. Golla
President, Chief Executive
and Financial Officer
The undersigned, the Chief Executive and Accounting Officer of the
Registrant, certifies that this Report complies with all of the requirements of
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, and
the information contained in this Report fairly presents, in all material
respects, the financial condition and results of operations of the Registrant.
Dated: August 14, 2002 By: /s/ James I. Golla
---------------------------
James I. Golla
15