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
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(Exact name of registrant as specified in its chapter)
COLORADO 33-13791-D 84-1069035
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
of incorporation)
328 Lakeshore Drive, Newton, KS 67114
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(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code (316) 283-0452
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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
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Date: July 10, 2002 Roger K. Juhnke,
President & Sole Director