8-K 1 tcc8k-studmarker.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report July 8, 2002 TONGA CAPITAL CORPORATION --------------------------------------------- (Exact name of registrant as specified in its chapter) COLORADO 33-13791-D 84-1069035 -------- ---------- ---------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) of incorporation) 328 Lakeshore Drive, Newton, KS 67114 ------------------------------- --------- (Address of principal executive offices) (Postal Code) Registrant's telephone number, including area code (316) 283-0452 -------------- Item 1. CHANGES IN CONTROL OF REGISTRANT None. Item 2. ACQUISITION OR DISPOSITION OF ASSETS On June 6, 2002, the Company acquired certain assets and inventory from a non-affiliate, including a patent, for $50,000 in the form of a promissory note secured by the assets acquired and 12,000 shares of common stock of the Company. The assets consist of 8,500 pieces of the "Stud Marker" tape measure for construction carpenters, injection molding equipment for manufacturing, patent for the "Stud Marker" and miscellaneous equipment for manufacturing the "Stud Marker." The Company plans to immediately commence marketing the Stud Marker units through flea markets and trade fairs. The Company will sell through commissioned salespersons on a net per sale basis, with salesperson bearing their own expenses, including advertising. The Company does not plan to hire any employees or conduct any research and development or make any new capital expenditures at this time. The financing for the acquisition consists of a $50,000 note due December 31, 2003, bearing no interest. The note provides for payment to the noteholder of $4.00 per unit sold to be credited against note balance. The principal balance of the note may be converted, at the option of the holder, to common stock of the Company at $1.00 per share. Item 3. BANKRUPTCY OR RECEIVERSHIP None Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT None Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE None Item 6. RESIGNATION OF REGISTRAR'S DIRECTORS None Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not Applicable (b) Not Applicable (c) Exhibits 10.1 Agreement and Bill of Sale 10.2 Commercial Promissory Note 10.3 Pledge Agreement 10.4 Patent 10.5 Patent Assignment Item 8. CHANGE IN FISCAL YEAR None Item 9. REGULATION FD DISCLOSURE None SIGNATURES 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. TONGA CAPITAL CORP. (Registrant) By: /s/ Roger K. Juhnke -------------------------- Date: July 10, 2002 Roger K. Juhnke, President & Sole Director