Hydrogen Hybrid SB2/A Registration of securities for small business issuer (amended)

Marked Copy

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As filed with the Securities and Exchange Commission on April 19, 2002

Registration No. 333-76242

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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 9 TO

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pinoak, Inc.

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(Name of small business issuer in its charter)

Nevada 6770 86-0983750

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(State or other (Primary Standard of (IRS Employer

jurisdiction of Industrial Classification Identification

Incorporation or or Code Number) Number)

Organization)

Pinoak, Inc.

10801 E. Grove Street

Mesa, AZ 85208

Phone: (480) 984-8446

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(Address and telephone number of principal executive offices and principal

place of business.)

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Copies to:

Thomas C. Cook, Esq.

Thomas C. Cook & Associates, Ltd.

4955 South Durango, Suite 214

Las Vegas, Nevada 89113

Phone: (702) 952-8520

Fax: (702) 952-8521

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(Name, address and telephone number of service agent)

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Approximate date of commencement of proposed sale to public:

As soon as practicable after the registration statement becomes effective.

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If this Form is filed to register additional securities for an offering

according to Rule 462(b) under the Securities Act, please check the

following box and list the Securities Act registration statement number of

the earlier effective registration statement for the same offering. / /

___X___

If this Form is a post-effective amendment filed according to Rule 462(c)

under the Securities Act, check the following box and list the Securities

Act registration statement number of the earlier registration statement for

the same offering. / /_______

If this Form is a post-effective amendment filed according to Rule 462(d)

under the Securities Act, check the following box and list the Securities

Act registration number of the earlier effective registration statement for

the same offering. / /_______

If delivery of the prospectus is expected to be made according to Rule 434,

please check the following box. / /_______

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We hereby amend this registration statement on such date or dates as may be

necessary to delay its effective date until we file a further amendment

which specifically states that this registration statement shall thereafter

become effective in accordance with Section 8(a) of the Securities Act of

1933 or until the registration statement shall become effective on a date as

the SEC, acting pursuant to said Section 8(A), may determine.

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Prospectus (Subject to completion): Dated [Date], 2001.

<TABLE>

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TITLE OF EACH PROPOSED

CLASS OF PROPOSED MAXIMUM

SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF

TO BE TO BE PRICE PER OFFERING REGISTRATION

REGISTERED RESISTERED SHARE(1) PRICE(1) FEE

Common Stock

$0.001 par value 3,000,000 $0.025 $75,000 $17.92

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TOTAL 3,000,000 $0.025 $75,000 $17.92

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</TABLE>

Estimated solely for the purpose of calculating the registration fee and

pursuant to Rule 457.

The Registrant hereby amends this Registration Statement on such date or

dates as may be necessary to delay its effective date until the Registrant

shall file a further amendment which specifically states that this

Registration Statement shall thereafter become effective in accordance with

Section 8(A) of The Securities Act of 1933 or until this Registration

Statement shall become effective on such date as the commission, acting

pursuant to said Section 8(A),may determine.

[Note: The following section of cross referenced material is not to appear

in the prospectus itself.]

PART I - INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet showing the location in Prospectus of information

required by items of Form SB-2

Item No. Required item Location of caption in Prospectus

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1. Forepart of the Registration Cover Page; Outside

Statement and outside front front page of

cover of Prospectus Prospectus

2. Inside front and outside back Inside Front and

cover pages of Prospectus outside back cover

pages of Prospectus

3. Summary Information and Risk Prospectus Summary;

Factors Risk Factors

4. Use of Proceeds Use of Proceeds

5. Determination of Offering Price Prospectus Summary -

Determination of Offering

Price; Risk Factors

6. Dilution Dilution

7. Selling Security Holders Not Applicable

8. Plan of Distribution Plan of Distribution

9. Legal Proceedings Legal Proceedings

10. Director, Executive Officer, Management

Management, Promoters and

Control Persons

11. Security Ownership of certain Principal Shareholders

Beneficial Owners and Management

12. Description of Securities Description of

Securities

13. Interest of named experts and Legal Matters; Experts

counsel

14. Disclosure of Commission Statement as to

Position on Indemnification Indemnification

for Securities Act Liabilities

15. Organization within last five Management, Certain

years Transactions

16. Description of Business Proposed Business

17. Management's Discussion and

Analysis or Plan of Operation Plan of Operation

18. Description of Property Proposed Business

19. Certain Relationships and Certain Transactions

Related Transactions

20. Market for Common Equity and Prospectus Summary, Market for

Related Stockholder Matters Registrant's Common Stock and

Related Stockholders' Matters;

Shares Eligible for Future

Sale

21. Executive Compensation Management

22. Financial Statements Financial Statements

23. Changes in and Disagreements Not Applicable

with Accountants on Accounting

and Financial Disclosure

PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS

24. Indemnification of Indemnification of

Officer/Director Officer/Director

25. Other Expenses of Issuance and Other Expenses of

Distribution Issuance and Distribution

26. Recent Sales of Unregistered Recent Sales of Unregistered

Securities Securities

27. Exhibits Exhibits

28. Undertakings Undertakings

<PAGE>

Prospectus

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PINOAK, INC.

3,000,000 shares of Common Stock

$0.025 per share.

Minimum Purchase: 10,000 shares

This is Pinoak, Inc.'s initial public offering.

Prior to this Offering, no public market exists for these shares. This

offering is being made on a best efforts basis. It will expire 90 days

from the date of this prospectus. The offering will not be extended.

Investing in common stock involves risks that are described in the "Risk

Factors" section beginning on Page 8 of this Prospectus.

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Offering Information

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<TABLE>

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Shares Price To Selling Proceeds To

Offered Public Commissions Company

Per share:

Min. Share Amount 1,000,000 $0.025 $0.00 $25,000

Max. Share Amount 3,000,000 $0.025 $0.00 $75,000

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</TABLE>

We are offering for sale 3,000,000 shares of common stock, at a purchase

price of $0.025 per share. The shares shall be sold exclusively by us on a

direct participation basis for a period of ninety days. This offering will

be conducted directly by us through our officer/director according to the

safe harbor provisions of Rule 3a4(1) of the Securities Exchange Act of 1934.

The minimum offering or proceeds to be raised is $25,000. The maximum

offering or proceeds to be raised is $75,000. If the minimum offering is not

achieved, the proceeds held in escrow will be returned.

Our offering is being made in compliance with Rule 419 of SEC Regulation C,

under which the offering proceeds and the securities to be issued to

purchasers will be placed in an escrow account until the offering has been

reconfirmed by our shareholders and a business has been acquired in

accordance with the provisions of that rule. Up to 80% of the offering

may be purchased by our officer/director, who is also our sole shareholder,

and any of his affiliates or associates. No public market may ever

develop. Even if a market develops, you may not be able to sell your

shares.

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE

CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT

FILED WITH THE SEC IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER

TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE

SECURITIES IN ANY STATE WHERE THE OFFER OF SALE IS NOT PERMITTED.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES

COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF

THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY

IS A CRIMINAL OFFENSE.

The date of this prospectus is [Date], 2002

<PAGE>

TABLE OF CONTENTS

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PROSPECTUS SUMMARY............................................4

LIMITED STATE REGISTRATION....................................5

SUMMARY FINANCIAL INFORMATION.................................7

RISK FACTORS..................................................8

YOUR RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419........19

DILUTION.....................................................21

USE OF PROCEEDS..............................................23

CAPITALIZATION...............................................27

PLAN OF DISTRIBUTION.........................................28

PROPOSED BUSINESS............................................29

PLAN OF OPERATION............................................37

DESCRIPTION OF CAPITAL STOCK.................................38

SHARES ELIGIBLE FOR FUTURE SALE..............................40

MANAGEMENT...................................................41

CONFLICT OF INTEREST.........................................42

PRINCIPAL SHAREHOLDERS.......................................44

CERTAIN TRANSACTIONS.........................................45

WHERE CAN YOU FIND MORE INFORMATION .........................45

MARKET FOR OUR COMMON STOCK..................................47

REPORTS TO STOCKHOLDERS......................................47

LEGAL MATTERS................................................47

EXPERTS......................................................47

FINANCIAL STATEMENTS.......................................F-1-10

INDEMNIFICATION OF DIRECTORS AND OFFICERS....................50

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION..................51

RECENT SALES OF UNREGISTERED SECURITIES......................52

EXHIBITS.....................................................53

UNDERTAKINGS.................................................54

Signatures...................................................55

Index to Exhibits............................................56

<PAGE>

Dealer Prospectus Delivery Obligation

No dealer, salesman or any other person has been authorized to give any

information or to make any representations other than those contained in

this prospectus, and if given or made, such information or representations

must not be relied upon as having been authorized by us. This prospectus

does not constitute an offer to sell or a solicitation of any offer to buy

any securities in any jurisdiction in which such an offer or solicitation

would be unlawful. The delivery of this prospectus shall not under any

circumstances create any implication that there has not been any change in

our affairs since the date of delivery; however, any changes that may have

occurred are not material to an investment decision. In the event there

have been any material changes in our affairs, a post-effective amendment

will be filed. We reserve the right to reject any order, in whole or in

part, for the purchase of any of the shares offered.

Until 90 days after the date when the funds and securities are released

from the escrow account, all dealers effecting transactions in the shares,

whether or not participating in this distribution, may be required to

deliver a prospectus. This is in addition to the obligation of dealers to

deliver a prospectus when acting as underwriters to their unsold allotments

or subscriptions.

<PAGE>

Prospectus Summary

PINOAK, INC.

10801 E. Grove Street

Mesa, AZ 85208

(480) 984-8446

THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.

BECAUSE THIS IS A SUMMARY, IT MAY NOT CONTAIN ALL OF THE INFORMATION THAT

YOU SHOULD CONSIDER BEFORE RECEIVING A DISTRIBUTION OF OUR COMMON STOCK. YOU

SHOULD READ THIS ENTIRE PROSPECTUS CAREFULLY.

We were organized under the laws of the State of Nevada on December 31, 1998,

under the name Pinoak, Inc. We are a development stage entity, and have

neither engaged in any operations nor generated any revenues to date.

The Company has been dormant since its date of inception until December,

2001.

We were organized as a vehicle to acquire or merge with an existing business

or company. A company with this purpose and structure is referred to as a

"blank check company" as defined in Rule 419 of Regulation C under the

Securities Act of 1933. We have not yet identified any specific target

business or company.

More about Rule 419:

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The securities purchased by you and other investors and the funds received

in the offering will be deposited and held in an escrow account until an

acquisition meeting specific criteria is completed. Once that agreement has

been executed, we will update the registration statement with a post-

effective amendment. This will give details of the acquisition. You will

then have 45 days to reconfirm your investment. Investors who do not

reconfirm will receive a refund. Funds and securities will be released once

the escrow agent is satisfied that all provisions have been met and the

transaction has closed. (See "Your Rights under Rule 419.")

Persons should not purchase shares in the offering if they expect short-term

earnings or appreciation in the value of our company.

The Offering:

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Securities offered 3,000,000 shares of common stock, $0.001

par value, Maximum Offering.

1,000,000 shares of common stock, $0.001

par value, Minimum Offering.

These shares are being offered on a direct

participation basis; that is, they are to

be self-underwritten.

$0.025 per share.

(See "Description of Capital Stock".)

<PAGE>

Common stock outstanding 2,000,000 shares

prior to the offering

Common stock to be 5,000,000 shares (Maximum Offering)

outstanding after the offering 3,000,000 shares (Minimum Offering)

Dilution: Dilution to the investors in this offering will be approximately

$0.015 (minimum offering per share) and $0.009 (maximum offering).

Dividends: No dividends have yet been paid and none will be paid in the

foreseeable future.

Limited State Registration: Initially, our securities may be sold in Arizona

and Nevada only (although we are considering registering the shares in other

states) according to filings in the States of Arizona and Nevada. (See

"Special State Law Considerations" for a discussion of the resale limitations

that result from this limited state registration.)

Use of Proceeds: If the maximum shares are sold, the gross proceeds of this

offering will be $75,000; if the minimum, $25,000. Though we could request

10% of these funds under Rule 419 prior to the reconfirmation, we do not

intend to do so. Less approximately $2,500 in escrow and offering expenses,

proceeds will be used to defray the costs of finding and consummating a

business combination. We estimate these costs could run as much as $25,000.

Plan Of Distribution: Our executive officer, Mr. Rick Jesky, will sell

all shares. He will receive no compensation or commissions for doing so,

and will limit his activities in the making of this offering to delivering

this prospectus and answering questions from prospective investors. Though

reserving the right to do so, management will not use broker-dealers in the

making of this offering.

Proposed Business: PINOAK will not restrict its search to any particular

business, industry, or geographical location, and may evaluate and enter

into any type of business in any location. In seeking a business venture,

the decision of management will be based on the business objective of seeking

long-term capital appreciation in the real value of the business acquired

by Pinoak, Inc.

The analysis of new businesses will be undertaken by or under the supervision

of our officer/director. It is anticipated that the analysis of specific

proposals and the selection of a business will take several months, to

which additional months will be added by the reconfirmation process of Rule

419.

For details of the way in which an acquisition might be structured, see

"Proposed Business: Form and Structure of Acquisition."

<PAGE>

Daily Operations: Until an active business is commenced or acquired, we

will have only one employee, our sole officer, for day-to-day operations.

Plan of Operation: As of December 31, 2001, we have no significant expenses

with the exception of incorporation fees, accounting fees, SEC filing fees,

and escrow establishment fees. Virtually all of our expenses, to be funded

by the money in our treasury or by management, are attributable to our

efforts to identify a suitable acquisition candidate and close the

acquisition. Up to that time, we anticipate our expenses to be limited to

accounting, legal, transfer agent, and filing fees, plus telephone and

mailing expenses.

Management: Mr. Rick Jesky of Mesa, Arizona is the sole officer, director,

and shareholder of Pinoak, Inc. He has limited business experience; this is

his first experience with a 419 company. He currently receives no salary or

other compensation and devotes time to Pinoak, Inc. in and around other

activities.

Method of Subscribing: Prospective investors should make their checks

payable to Pinoak, Inc., c/o Southwest Escrow Company (escrow agent) and

remit the checks and subscription agreements to Southwest Escrow Company,

8215 S. Eastern Avenue, Suite 100, Suite 205, Las Vegas, Nevada 89123.

Subscriptions may not be withdrawn once made except in accordance with

applicable law.

We reserve the right to reject all or part of any subscription at our sole

discretion even if payment is made, and to withdraw this blank check

offering at any time prior to our acceptance of the subscriptions received.

<PAGE>

SUMMARY FINANCIAL INFORMATION

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The table below contains certain summary historical financial data for

Pinoak, Inc. The historical financial data for the period ended December,

31, 2001 has been derived from our financial statements appearing

elsewhere in this prospectus and should be read in conjunction with those

financial statements and the notes to them.

<TABLE>

CAPTION>

December 31, 2001

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<S> <C>

INCOME STATEMENT:

Net Sales $ 0

Net Income $ (0)

BALANCE SHEET (at end of period):

Cash on Hand $ 2,013

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Total Assets $ 2,013

Total Indebtedness $ 0

Total Shareholders Equity $ 2,013

PER SHARE(1):

Income per common share $ 0

Net Income per common share (at end of period) $ (0.00)

Net Income per share on a fully dilated basis $ (0.00)

</TABLE>

(1) Number of shares of common stock outstanding during period was

2,000,000.

This offering will expire 90 days from the date of this prospectus. The

offering will not be extended.

<PAGE>

RISK FACTORS

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There is a high degree of risk associated with an investment in our common

stock. You should know that our business, financial condition or results of

operations, and, more importantly, that of any business we acquire, could be

materially and adversely affected by any of the following risks. You should

carefully consider the following factors in addition to the other

information in this prospectus before considering the purchase of shares.

We have no operating history or revenue and only minimal assets, there is a

risk that we will be unable to continue as a going concern and consummate a

business combination.

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We have had no recent operating history nor any revenues or earnings from

operations since inception. The company has been dormant from its date of

inception until December, 2001. We have no significant assets or financial

resources. We will, in all likelihood, sustain operating expenses without

corresponding revenues, at least until the consummation of a business

combination. This may result in our incurring a net operating loss that will

increase continuously until we can consummate a business combination with a

profitable business opportunity. We cannot assure you that we can identify a

suitable business opportunity and consummate a business combination.

<PAGE>

We are in a highly competitive market for a small number of business

opportunities, there is a risk that we would be an insignificant

participant among other companies with larger financial resources.

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The Company is and will continue to be an insignificant participant in the

business of seeking mergers with, joint ventures with and acquisitions of

small private and public entities. A large number of established and well-

financed entities, including venture capital firms, are active in mergers

and acquisitions of companies that may be desirable target candidates for

us.

Nearly all these entities have significantly greater financial resources,

technical expertise and managerial capabilities than we do and, consequently,

we will be at a competitive disadvantage in identifying possible business

opportunities and successfully completing a business combination. Moreover,

we will also compete in seeking merger or acquisition candidates with numerous

other small public companies

You will not have access to your funds while they are held in escrow.

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If we are unable to locate an acquisition candidate meeting these acquisition

criteria, you will have to wait 18 months from the date of this prospectus

before a proportionate portion of your funds are returned, without interest.

You will be offered return of your proportionate portion of the funds held in

escrow only upon the reconfirmation offering required to be conducted upon

execution of an agreement to acquire an acquisition candidate that represents

80% of the maximum offering proceeds.

<PAGE>

The issuance of additional stock to consummate a business combination will

reduce your percentage of ownership in the Company, and reduce the value

of your shares.

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Our primary plan of operation is based upon a business combination with a

private concern that, in all likelihood, would result in the issuance of our

securities to the shareholders of the private company. The issuance of

previously authorized and unissued common stock would result in reduction in

percentage of shares owned by present and prospective shareholders of the

Company and may result in a change in control or management.

There may be limitations on your ability to resell your shares.

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Initially, our securities may be sold in the States of Nevada and Arizona

only, and may be resold by you in Nevada and Arizona only until a resale

exemption is available in other states.

You are subject to dilution which will lower the value of your shares.

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The difference between the initial public offering price per share of common

stock and the net tangible book value per share after this offering

constitutes the dilution to investors in this offering. Net tangible book

value per share of common stock is determined by dividing our net tangible

book value by the number of shares of common stock outstanding.

Assuming the sale of the maximum number of shares based on our financial

statements as of December 31, 2001, new investors will incur an immediate

dilution of approximately $0.009 or 36.53% per share after the offering of

the maximum number of shares is consummated. The existing stockholder of

our company acquired his shares of common stock at a price of $0.001 per

share which is $.024 per share lower than the offering price of the shares.

Accordingly, new investors will bear virtually all of the risks inherent

in an investment in this company. (See DILUTION.)

There may not be a public market for the shares you buy.

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There is no current trading market for the shares, nor can we say for

certain that a trading market will develop, or, if a trading market does

develop, that it will be sustained even after we identify a merger candidate

and consummate a business combination. The shares, to the extent that a

market develops for the shares at all, will likely appear in what is

customarily known as the "pink sheets" or on the NASD's Over-the-Counter

Bulletin Board, which may limit the marketability and liquidity of the

shares. (See Risk Factor, "There are rules for low-priced stocks that may

affect your ability to resell your shares.")

According to Rule 419, all shares issued by a blank check company, must be

placed in the Rule 419 escrow account. These shares will not be released

from the Rule 419 escrow until (1) the consummation of a merger or

acquisition as provided for in Rule 419, or (2) the expiration of 18 months

from the date of this prospectus. There is no present market for our common

stock and there is no likelihood of any active and liquid public trading

market developing following the release of securities from the Rule 419

escrow. Thus, stockholders may find it difficult to sell their shares.

<PAGE>

You may ask for your funds to be returned prior to any acquisition; however,

you will not be given the opportunity to approve or disapprove any

particular business acquisition.

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Although you may request the return of your funds in connection with the

reconfirmation offering required by Rule 419, you may not be afforded an

opportunity specifically to approve or disapprove any particular business

reorganization or acquisition. Our officer/director will be able to

consummate an acquisition of or by us without the approval of our

shareholders.

Certain circumstances could constitute exceptions. Under applicable

corporate law, only in the event of a merger, consolidation, or the sale of

all or substantially all of our assets, will you as a shareholder have the

right to object to the merger, consolidation, or sale and assert your

dissenter's right to appraisal of your shares. Similar restrictions apply if

an acquisition is consummated in the form of an exchange of securities.

Though ultimately protected by the reconfirmation, this could adversely

affect the furthering of your interests within the structure of Pinoak, Inc.

There is a risk, we will not be able to identify any suitable business

combinations.

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We have no arrangement, agreement or understanding with respect to engaging in

a merger with, joint venture with or acquisition of, a private or public

entity. No assurances can be given that we will successfully identify and

evaluate suitable business opportunities or that we will conclude a business

combination. Management has not identified any particular industry or specific

business within an industry for evaluation. We cannot guarantee that we will be

able to negotiate a business combination on favorable terms.

Since we have not conducted any market research, there is a risk that merger

or acquisition opportunities do not exist as this time.

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We have neither conducted, nor have others made available to us, results of

market research indicating that market demand exists for the transactions we

contemplate. Moreover, we do not have, and do not plan to establish, a

marketing organization. Even if demand is identified for a merger or

acquisition, we cannot assure you that we will be successful in completing a

business combination.

<PAGE>

There can be no assurance of profitability, even once the acquisition has

been accomplished.

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We have not established a specific length of operating history or a specified

level of earnings, assets, net worth or other criteria that we will require a

target business opportunity to have achieved. Accordingly, we may enter into

a business combination with a business opportunity having no significant

operating history, losses, limited or no potential for earnings, limited

assets, negative net worth or other characteristics that are indicative of

development stage companies.

The requirement of audited financial statements may disqualify potential

business opportunities.

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Management believes that any potential business opportunity must provide

audited financial statements for review for the protection of all parties to

the business combination. One or more attractive business opportunities may

choose to forego the possibility of a business combination with us, rather

than incur the expenses associated with preparing audited financial

statements.

<PAGE>

Since we have very limited capital, we may be required to find additional

financing, which may be unavailable to us.

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As of December 31, 2001, there were $2,013 in assets and $0 in liabilities.

There was $2,013 available in our treasury as of December 31, 2001. Assuming

the sale of all the shares in this offering, we will receive net proceeds of

approximately $75,000, all of which must be deposited in the escrow account.

It is unlikely that we will need additional funds, but we may if an

acquisition candidate insists we obtain additional capital. We may require

additional financing in the future in order to close a business combination.

This financing may consist of the issuance of debt or equity securities.

These funds might not be available, if needed, or might not be available on

terms acceptable to us.

<PAGE>

We are dependent on one officer with no investment background experience or

expertise in identifying a suitable merger candidate.

Our management has no investment background experience.

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Our sole officer/director, Rick Jesky, has limited business experience; this

is his first experience with a 419 company. As such, he has no investment

background experience or expertise in identifying a suitable merger candidate

for Pinoak.

There is a risk that if we lose our current management we would be unable to

continue operations.

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Notwithstanding the combined limited experience and time commitment of

management, loss of his services would adversely affect the development of

our business and its likelihood of continuing operations.

The time to be devoted by management may be inadequate.

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PINOAK's main officer is currently seeking a position in the teaching

industry, and will devote only what time he can to the affairs of the

company. The sole officer plans to spend little to no time with the company

until this Registration is approved. As he does not devote his full time to

the company, we may end up missing a target opportunity for business

combination . Once this registration is approved, the officer will spend

10-12 hours per week, implementing the Offering process. (See "MANAGEMENT").

<PAGE>

Upon a business combination, it is most likely our management will leave

the company, and the new management may lack the experience to successfully

run the business.

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We anticipate we will experience a change of control upon the closing of a

business combination. In addition, our current managers and directors will

very probably resign. We cannot assure you of the experience or

qualification of new management either in the operation of our activities or

in the operation of the business, assets, or property being acquired. As

such, despite our intention to negotiate the best possible deal for our

stockholders, no guarantee can be given that new management will be

responsible in that regard.

A substantial amount of control is held by present management, who my elect

to sell his stock at a premium, where other investors may not have the same

opportunity.

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It should be noted that our principal officer's shares are not being

registered on this registration statement, and therefore, he cannot sell

his shares when this registration statement is declared effective. No such

sales, however, can be consummated before the registration statement has

been made effective.

The sole officer/director of Pinoak, Inc. currently owns 100% of the common

stock presently issued and outstanding. He paid $2,022 for these shares.

He may, in connection with a proposed merger or acquisition transaction,

actively negotiate or consent to the purchase of his common stock, though

he cannot legally do so until our registration statement has been made

effective. A premium may be paid on this stock in connection with such a

purchase, but public investors will neither receive any portion of the

premium that may be paid nor be afforded an opportunity to approve or

consent to any particular stock buy-out. Nor will they be afforded a

similar opportunity.

We have not adopted any policy for resolving this conflict. Potential

investors should be aware of this contradiction in the structure of this

offering.

<PAGE>

Our discretion in the use of proceeds may conflict with your wishes.

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We have some discretion in the use of proceeds.

Of the $25,000-75,000 offering proceeds deposited into the escrow account,

10%, or $2,500-7,500, may be released to us prior to a confirmation offering

in which you reconfirm your investment in accordance with procedures

required by Rule 419. We do not intend to request release of the 10% funds.

Accordingly, we will receive all of the escrowed funds in the event a

business combination is closed under the provisions of Rule 419. We will

use these proceeds as indicated in this document under the section titled

"USE OF PROCEEDS" but have considerable discretion in deciding how to

allocate funds. Investors should be aware of the fact that their wishes

may not be reflected in the decisions of management in these matters. If we

fail to spend the proceeds effectively, our business and financial condition

could be harmed. (See "USE OF PROCEEDS.")

The nature of our operations are highly speculative.

----------------------------------------------------

The success of our plan of operation will depend to a great extent on the

operations, financial condition and management of the identified business

opportunity. While management intends to seek business combination(s) with

entities having established operating histories, we cannot assure you that

we will be successful in locating candidates meeting that criteria. In the

event we complete a business combination, the success of our operations may

be dependent upon management of the successor firm or venture partner firm

and numerous other factors beyond our control.

<PAGE>

Escrowed securities can only be transferred under limited circumstances.

------------------------------------------------------------------------

No transfer or other disposition of the escrowed securities is permitted other

than by will or the laws of descent and distribution, or under a qualified

domestic relations order as defined by the Internal Revenue Code of 1986 as

amended, or Title 7 of the Employee Retirement Income Security Act, or the

related rules. Under Rule 15g-8, it is unlawful for any person to sell or

offer to sell the securities or any interest in or related to the securities

held in the Rule 419 escrow account other than under a qualified domestic

relations order in divorce proceedings. Therefore, any and all contracts for

sale to be satisfied by delivery of the securities and sales of derivative

securities to be settled by delivery of the securities are prohibited. You are

further prohibited from selling any interest in the securities or any derivative

securities whether or not physical delivery is required.

Low-priced stocks that may affect your ability to resell your shares.

---------------------------------------------------------------------

Penny Stock Regulation Broker-dealer practices in connection with

transactions in "Penny Stocks" are regulated by certain penny stock rules

adopted by the Securities and Exchange Commission. Penny stocks generally

are equity securities with a price of less than $5.00 (other than securities

registered on certain national securities exchanges or quoted on the NASDAQ

system). The penny stock rules require a broker-dealer, prior to a

transaction in a penny stock not otherwise exempt from the rules, to deliver

a standardized risk disclosure document that provides information about

penny stocks and the risk associated with the penny stock market. The broker-

dealer must also provide the customer with current bid and offer quotations

for the penny stock, the compensation of the broker-dealer and its

salesperson in the transaction, and monthly account statements showing the

market value of each penny stock held in the customer's account. In

addition, the penny stock rules generally require that prior to a

transaction in a penny stock, the broker-dealer must make a written

determination that the penny stock is a suitable investment for the

purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of

trading activity in the secondary market for a stock that becomes subject

to the penny stock rules. When the Registration Statement becomes effective

and the Company's securities become registered, the stock will likely have

a trading price of less than $5.00 per share and will not be traded on any

exchanges. Therefore, the Company's stock is initially selling at $0.025

per share they will become subject to the penny stock rules and investors

may find it more difficult to sell their securities, should they desire to

do so. This may affect your ability to resell those shares in the public

market following termination of the Rule 419 escrow.

The offering price has been arbitrarily determined and you run the risk of

paying an amount in excess of what you will ultimately receive.

---------------------------------------------------------------------------

We have arbitrarily determined the offering price of $0.025 per share. This

price bears no relation to our assets, book value, or any other customary

investment criteria, including our prior operating history. Among factors

we considered in determining the offering price were:

o Our limited financial resources

o The amount of equity desired to be retained by present shareholders

o The amount of dilution to the public

o The general condition of the securities markets

<PAGE>

In net, it is entirely possible that the facts and circumstances surrounding

Pinoak, Inc. have been interpreted incorrectly and that the price has been

set too high.

There may be tax consequences to our activities which may adversely effect

the company or your investment.

----------------------------------------------------------------------------

In the course of any acquisition or merger we may undertake, a substantial

amount of attention will be focused upon federal and state tax consequences

both to us and the acquisition candidate. Presently, under the provisions of

federal and various state tax laws, a qualified reorganization between

business entities will generally result in tax-free treatment to the parties

to the reorganization. While we expect to undertake any merger or

acquisition so as to minimize federal and state tax consequences both to us

and the acquisition candidate, such business combination might not meet the

statutory requirements of a reorganization, or the parties might not obtain

the intended tax-free treatment upon a transfer of stock or assets. A non-

qualifying reorganization could result in the imposition of both federal and

state taxes that may have a substantial adverse effect on us.

FORWARD-LOOKING STATEMENTS

--------------------------

This prospectus contains forward-looking statements. We intend to identify

forward-looking statements in this prospectus using words such as

"believes," "intends," "expects," "may," "will," "should," "plan,"

"projected," "contemplates," "anticipates," or similar statements. These

statements are based on our beliefs as well as assumptions we made using

information currently available to us. Because these statements reflect our

current views concerning future events, these statements involve risks,

uncertainties and assumptions. Actual future results may differ

significantly from the results discussed in the forward-looking statements.

Some, but not all, of the factors that may cause these differences include

those discussed in the Risk Factors section. You should not place undue

reliance on these forward-looking statements, which apply only as of the

date of this prospectus.

<PAGE>

YOUR RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE

-------------------------------------------------

It is important that you know that we have had absolutely no preliminary

contact or discussion with any representatives of any business regarding the

possibility or potential for any acquisition or merger. This offering is

being conducted according to Rule 419. You have certain rights and will

receive the substantive protection provided by this Rule. To that end,

the securities purchased by you and other investors and the funds received

in the offering will be deposited and held in the escrow account until an

acquisition meeting specific criteria is completed. The escrow account is

non interest-bearing and the funds deposited in it are held for the named

purchasers. Additionally, Rule 10b-9 applies only until we meet the

minimum offering of $25,000, after that time, you cannot expect the

protection provided under the Rule.

You should be aware as well of certain trading restrictions on securities

held in escrow accounts subject to Rule 419. According to Rule 15g-8 of the

Exchange Act, it is unlawful for any person to sell or offer to sell any

security that is deposited and held in an escrow or trust account pursuant

to Rule 419 under the Securities Act of 1933, or any interest in or related

to such security, other than pursuant to a qualified domestic relations

order as defined by the Internal Revenue Code of 1986, as amended, or Title

I of the Employee Retirement Income Security Act, or the rules thereunder.

Acquisition criteria

---------------------

Rule 419 requires that, before the funds and the securities can be released,

we must first execute an agreement to acquire a candidate meeting certain

specified criteria. Rule 419(e) requires that "the fair value of the

business(es) or net assets to be acquired represents at least 80 percent of

the maximum offering proceeds." For purposes of this offering, the fair

value of the business or assets to be acquired must be at least 80% of

$75,000, that is $60,000.

The agreement must also include, as a precondition to its closing, a

requirement that the number of investors representing 80% of the maximum

offering proceeds must elect to reconfirm their investment.

We will not acquire or merge with any business or company to which our

officer/director or any associated person has any relationship. Any merger

or acquisition will be strictly at arm's length. This is not a requirement

provided by Rule 419, these our the conditions provided by our company to

any subsequent acquisition. While we do not anticipate seeking an

independent appraisal of any proposed merger or acquisition, we do intend

to fully disclose the nature and terms of any business combination in a

post-effective amendment.

<PAGE>

Post-effective amendment

------------------------

Once the agreement governing the acquisition of a business meeting the

required criteria has been executed, Rule 419 requires us to update the

registration statement with a post-effective amendment. The post-effective

amendment must contain information about the proposed acquisition candidate

and its business, including audited financial statements, the results of

this offering, and the use of the funds disbursed from the escrow account.

The post-effective amendment must also include the terms of the

reconfirmation offer mandated by Rule 419. The reconfirmation offer must

include certain prescribed conditions which must be satisfied before the

funds and securities can be released from escrow. (See the next section,

"Reconfirmation of offering," for a detailed listing of those conditions.)

Reconfirmation of offering

---------------------------

The reconfirmation offer must commence after the effective date of the post-

effective amendment. Under Rule 419, the terms of the reconfirmation offer

must include the following conditions:

o The prospectus contained in the post-effective amendment will be sent

to each investor whose securities are held in the escrow account within

5 business days after the effective date of the post-effective amendment.

o Each investor will have no fewer than 20 and no more than 45 business

days from the effective date of the post-effective amendment to notify

us in writing that the investor elects to remain an investor.

o If you do not receive written notification or if you receive notification

that an investor has decided not to reconfirm an investment within 45

business days following the effective date, the proportionate portion

of the funds, less the cost of this Offering, which is estimated to be

$2,500, held in the escrow account on your behalf will be returned

to you within 5 business days by first class mail or other equally prompt

means.

o If a closed acquisition has not occurred by [Date], 2003, 18 months

from the date of this prospectus, the funds held in the escrow account

shall be returned to all investors on a proportionate or pro-rata

basis within 5 business days by first class mail or other equally prompt

means.

<PAGE>

Release of securities and funds.

--------------------------------

The funds will be released to us, and the securities will be released to

you, only after the escrow agent has received a signed representation from

us and any other evidence acceptable by the escrow agent that:

o We have executed an agreement for the acquisition of an acquisition

candidate.

o The fair market value of the business to be acquired represents at

least 80% of the maximum offering proceeds.

o We have filed the required post-effective amendment.

o The post-effective amendment has been declared effective.

o We have satisfied all of the prescribed conditions of the

reconfirmation offer.

o The transaction to acquire the business has closed.

DILUTION

--------

The dilution to investors in this offering is constituted by the difference

between the initial public offering price per share of common stock and the

net tangible book value per share after this offering constitutes the

dilution to investors in this offering. Net tangible book value per share

of common stock is determined by dividing our net tangible book value

(total tangible assets less total liabilities) by the number of shares of

common stock outstanding.

Dilution arises mainly from the arbitrary decision by us as to the offering

price per share. Dilution of the value of the shares purchased by the

public in this offering will also be due, in part, to the lower book value

of the shares presently outstanding, and in part, to expenses incurred in

connection with the public offering.

Net tangible book value is equal to the net tangible assets of the company.

The net tangible assets of the company are equal to the total assets less

the total liabilities and intangible assets. (See "Financial Statements.")

As of December 31, 2001, Pinoak, Inc. had audited net tangible book value

of $2,013.00. The net tangible book value is equal to the total tangible

assets less the total liabilities. The net tangible book value deficit per

share of common stock is approximately $0.001. (See "Certain Transactions.")

<PAGE>

The information below sets forth the dilution to persons purchasing shares

in this offering without taking into account any changes in the net tangible

book value of Pinoak, Inc. after December 31, 2001, except the sale of the

minimum and maximum number of shares offered at the public offering price

and receipt of the net proceeds from that sale.

DILUTION

<TABLE>

Minimum Maximum

------- -------

Public Offering Price Per Share $0.025 $0.025

Price Paid By Sole Officer Per Share $0.001 $0.001

Net Tangible Book Value Per Share $0.001 $0.001

Before Offering

Net Tangible Book Value Per Share

After Offering $0.009 $0.0154

Increase Per Share Attributable to

Payment by Public Investors $0.008 $0.014

Dilution Per Share to Public Investors

Percentage 64.0% 38.4%

Numerical $0.009 $0.0154

</TABLE>

There are no warrants, options, rights or convertible securities currently

outstanding.

<PAGE>

USE OF PROCEEDS

---------------

If the maximum shares are sold, the gross proceeds of this offering will be

$75,000; if the minimum, $25,000. While Rule 419, prior to the

reconfirmation of the offering permits 10% of the funds ($7,500 and $2,500,

respectively) to be released from escrow to us, we do not intend to request

release of these funds. This offering is contingent on the minimum offering

being sold and will be sold on a first come, first served basis. If

subscriptions exceed the amount being offered, these excess subscriptions

will be promptly refunded without deductions for commissions or expenses.

Accordingly, we will receive these funds in the event a business combination

is closed in accordance with Rule 419.

Under Rule 419, after the reconfirmation offering and the closing of

the business combination, and assuming the successful completion of this

offering, $75,000, plus any dividends received but less any amount returned

to investors who did not reconfirm their investment under Rule 419, will be

released to us. This refund to investors would also take place if the

minimum number of shares is not obtained, if an acquisition is not

consummated within 18 months, or if a substantial number of investors do

not reconfirm their investments.

We estimate the cost of finding and consummating a business combination

could run as much as $20,000. This expense would be in addition to the

expected $3,500 in costs over the next twelve months for accounting, legal,

telephone and mailing fees. If for some reason a proposed acquisition does

not occur and we expend $20,000, our management will absorb the cost

personally. We have not incurred and do not intend to incur in the future

any debt from anyone other than our management for our organizational

activities. Debt to management will not be repaid. Management is not aware

of any circumstances that would change this policy. Accordingly, no portion

of the proceeds are being used to repay debt. Our management has agreed to

pay the expenses of the offering, the anticipated expenses over the next

twelve months, and the cost of business combination which is not consummated.

As we have not started the process of investigating potential acquisition

candidates, it is difficult to determine the percent of proceeds to be used

for this purpose.

We have considerable discretion over how to use a significant portion of

the net proceeds of this offering. We cannot assure investors that our use

of the net proceeds will not vary substantially due to unforeseen factors.

The proceeds if and when made available to use will be used to pay the

following expenses in the order stated:

USE OF PROCEEDS

<TABLE>

MINIMUM MAXIMUM

------- -------

Offering Expenses(1) $ 2,000 $ 2,000

Escrow Fees(2) 500 500

TOTAL EXPENSES 2,500 2,500

Working Capital 22,500 72,500

-------- --------

EXPENSES+WORKING CAPITAL(3) 25,000 75,000

Estimated Company Operating Expenses (4) 3,500 3,500

-------- --------

TOTALS $ 28,500 $ 78,500

</TABLE>

(1) Offering costs include printing, legal, accounting and

transfer agent fees.

<PAGE>

(2) The proceeds received in this offering will be put into the escrow

account pending closing of a business combination and

reconfirmation. (See Exhibit 2.1 Escrow Agreement.)

(3) All offering proceeds will be held in escrow pending a business

combination. We will not request a release of 10% of these funds

under Rule 419.

(4) During the next twelve months, we estimate our expenses to be

approximately $3,500, limited to accounting fees, legal fees,

telephone and mailing fees. These fees will be paid by the

Company's management at his own expense without cost to the

Company. We anticipate to incur, additional accounting, legal,

telephone and mailing expenses after the registration statement

becomes effective. These expenses would not be included in the

"offering expenses." These fees will be paid by the Company's

management at his own expense without cost to the Company."

Upon the consummation of a business combination and the reconfirmation of

the investors' purchase of the shares, the balance of the deposited funds

will be released to us. Once the funds are released from escrow, they may

be used to offset the expenses of consummating a business combination,

including legal fees for the preparation and filing of a post-effective

amendment to the registration statement. We anticipate our largest out of

pocket expense will be fees associated with the SEC's filing requirements.

These expenses are expected to be incurred if and when a post-effective

amendment is filed. However, we cannot anticipate the costs of the

acquisition transaction or the conditions of any merger, which will not

take place until an acquisition candidate has been identified and

reconfirmation of the Offering has been obtained.If and when an

acquisition takes place, the determination for use of proceeds will either

be made by our sole officer/director or as the potential acquiree might

determine to complete the post-effective amendment.

No portion of the proceeds of the offering will be paid to our officer/

director or his affiliates or associates. Offering Expenses of $2,000;

and, escrow fees of $500 will be paid from the Offering Proceeds.

The Offering Proceeds are expected to include incidental expenses related

to the marketing of our company as a vehicle for a merger candidate seeking

to become fully reporting, as well as for incidental operational expenses

including basic office supplies. To the extent that these funds are not

used, they will be deposited in an interest-bearing money market account

which will be available to the merger candidate upon consummation of a

merger or acquisition.

If the funds raised in this offering are insufficient, the company may seek

to obtain additional financing through offerings of equity and/or debt

securities. It is unlikely that we will seek loan financing as the costs

of our operations are negligible and we do not expect to incur any

significant additional costs. However, if we are able to raise only the

minimum amount of $25,000, and no additional funds are secured, then we

face the risk that our company might be under-funded, placing all

investments substantially at risk. Under those circumstances, we might

attempt to borrow funds. Any loan we undertook would be repaid in lump sum

from the proceeds we expect to derive from the sale of the company to a

merger candidate upon receipt of final payment.

Other Arrangements

------------------

Pinoak, Inc. has no agreement or understanding, express or implied, with its

officer/director or any of his affiliates or associates regarding employment

with the Company or compensation for services. It has no plan, agreement, or

understanding, express or implied, with his, or any affiliates regarding the

issuing of any shares of authorized and unissued common stock.

The existing officer/director does reserve the right to acquire shares in

this offering. There is no understanding, however, between him and PINOAK,

Inc. regarding the sale of all or a portion of the common stock he

currently holds in connection with any future participation by PINOAK in a

business, or any other plans, understandings, or arrangements by which he

or his affiliates would receive funds, stock, or other assets in such a

connection. Nor have any advances have been made or contemplated by PINOAK to

Mr. Jesky or anyone connected to him.

<PAGE>

Except for reimbursement of offering costs and expenses he may have

incurred on PINOAK's behalf, no portion of the net proceeds of the offering

may be paid to our officer/director or any of his associates directly or

indirectly, as consultant fees, officer salaries, director fees, purchase of

their shares, or other payments. No portion of the net proceeds will be

used to make loans to any person. PINOAK will not borrow funds and use the

proceeds acquired from the lender to make payments to its officer/director

or any of his associates.

Pinoak, Inc. has no agreement or understanding with any consultant or advisor

to provide services in connection with any future business acquisition.

Though no concrete plans to do so are currently in place, the possibility

exists that management may find it to be in the company's best interests to

retain the services of such a consultant.

Under no circumstances will Pinoak, Inc. retain the services of its own

officer/director or one of his affiliates or associates as a consultant.

Compensation to a consultant may take various forms, including one time

cash payments, payments based on a percentage of revenues or product sales

volume, payments involving issuance of securities (including those of PINOAK,

Inc.) or any combination of these or other compensation arrangements.

We estimate that any fees for consultant services paid in cash will not

exceed 10% of the amount of the securities it issues to acquire a business.

We will not have funds to pay a retainer in connection with any consulting

arrangement, and no fee will be paid unless and until an acquisition is

completed in accordance with Rule 419.

<PAGE>

The following tables set forth the percentage of equity to be purchased by

public investors in the offering compared to the percentage equity to be

owned by the present stockholder, and the comparative amounts paid for the

shares by the public investors as compared to the total consideration paid

by the present stockholder of Pinoak, Inc.

<TABLE>

Assuming the Minimum Number of Shares Sold

------------------------------------------

Shares Approx Percent Total Approx. Percent

Purchased of Total Shares Dollars of Total Dollars

--------- --------------- ------- ---------------

Public

Stockholders 1,000,000 33.3% 25,000 92.6%

Present

Stockholder 2,000,000 66.6% 2,000 7.4%

--------- ----- ------ ------

Totals 3,000,000 100.0% 27,000 100.0%

Assuming the Maximum Number of Shares Sold

------------------------------------------

Public

Stockholders 3,000,000 60.0% 75,000 97.4%

Present

Stockholder 2,000,000 40.0% 2,000 2.6%

--------- ----- ------ ------

Totals 5,000,000 100.0% 77,000 100.0%

</TABLE>

<PAGE>

CAPITALIZATION

--------------

The following table sets forth our capitalization as of December 31, 2001,

and pro-forma as adjusted to give close to the sale of 3,000,000 shares

offered by us.

<TABLE>

Capitalization

As Adjusted

Dec. 31, -----------

2001 Minimum Maximum

Actual Offering Offering

------ -------- --------

Long-term debt

Stockholders' equity:

Common stock, $.001 par value;

authorized 20,000,000 shares,

issued and outstanding

2,000,000 shares as

of December 31, 2001 2,000 3,000 5,000

Additional paid-in capital 2,820 26,820 74,820

Deficit accumulated during the

development period (2,807) (2,807) (2,807)

------------------ ------ -------- --------

Total stockholders equity 2,013 27,013 77,013

Total Capitalization 2,013 27,013 77,013

</TABLE>

<PAGE>

PLAN OF DISTRIBUTION

--------------------

General

We are offering a minimum of 1,000,000 and a maximum of 3,000,000 shares at

the purchase price of $0.025 per share on a direct participation basis.

If the minimum number of shares is not sold during the offering period, the

proceeds received will be returned to investors within a period of ten days.

This offering will expire 90 days from the date of this prospectus. The

offering will not be extended. The company may allocate among or reject any

offers to purchase, in whole or in part. Moreover, our officer/director may

purchase shares on the same terms, though not with an intention to resell

such shares shortly thereafter, as shares owned by our officer would be

restricted.

The shares will be offered and sold only to residents in the states of

Arizona and Nevada. We have not yet registered this offering in these States,

but we intend to do so following the effectiveness of this Registration. (For

details, see "Special State Law Considerations," below, especially as to

limitations this places on resale or transfer of shares.)

Our executive officer, Mr. Rick Jesky, will sell all shares in this

offering. He only has friends and acquaintances who primarily reside in

Arizona and Nevada, and as such is limiting the offering within these two

states. He will inform his friends and acquaintances upon delivery of this

Prospectus regarding the status of the State Registration. He will receive

no compensation or commissions with respect to them.

The proceeds received under this offering will be deposited in a non-

interest bearing escrow account with Southwest Escrow Company, whose address

is 8215 S. Eastern, Suite 100, Las Vegas, Nevada 89123 (escrow agent).

The escrow agreement is a standard escrow agreement under the Rule

419. It states that all checks must be made out to the escrow company or

they will be returned, sets up the terms and conditions of the account, and

arranges the terms by which funds will be disbursed if necessary within ten

days of the end of the offering period if the minimum has not been met.

Though we could request 10% of these funds under Rule 419 prior to the

reconfirmation, we do not intend to do so.

Shares will be sold in reliance upon the safe harbor provisions of Rule

3a4(1) of the Securities Exchange Act of 1934. The offering shall be

conducted by our president. Although he is an associated person of us as

that term is defined in Rule 3a4-1 under the Exchange Act, he is deemed

not to be a broker for the following reasons:

o He is not subject to a statutory disqualification as that term

is defined in Section 3(a)(39) of the Exchange Act at the time

of his participation in the sale of our securities.

o He will not be compensated for his participation in the sale

of our securities by the payment of commission or other

remuneration based either directly or indirectly on

transactions in securities.

o He is not an associated person of a broker or dealers at the

time of his participation in the sale of our securities.

o He will restrict his participation to the following

activities:

1. Preparing any written communication or delivering

such communication through the mails or other means

that does not involve oral solicitation by him of a

potential purchaser;

2. Responding to inquiries of a potential purchasers in

a communication initiated by the potential

purchasers, provided however, that the content of

such responses are limited to information contained

in a registration statement filed under the

Securities Act or other offering document;

3. Performing ministerial and clerical work involved in

effecting any transaction.

Pinoak, Inc. has no arrangements or agreements, verbal or written, with any

underwriters to help underwrite this offering.

This offering is intended to be made solely by the delivery of this

prospectus and the accompanying subscription application to prospective

investors. Our president plans to distribute prospectuses related to this

offering. We estimate approximately 50 to 100 prospectuses shall be

distributed in such a manner. He intends to distribute prospectus to

acquaintances, friends and business associates. He will not participate

in the making of this offering other than by the delivery of this

prospectus or by responding to inquiries by prospective purchasers. His

responses will be limited to the information contained in the Registration

Statement of which this prospectus is a part. Mr. Jesky is not registered

as a broker-dealer, nor is he an associated person of any other brokers or

dealers.

During the next twelve months, we estimate our expenses to be approximately

$3,500, we expect this would include accounting fees, legal fees, telephone

and mailing fees. These fees will be paid by the Company's management at

his own expense without cost to the Company.

<PAGE>

Though no plans to do so are in effect, we reserve the right to use broker-

dealer(s) in the sale of these securities. We will amend the registration

statement via post-effective amendment if in fact we do require the services

of a broker-dealer(s) if or when the broker-dealer sells a portion of the

offering. Prior to the involvement of the broker-dealer, we would secure a

no objection position from the NASD.

Stock certificates will not be issued until funds from the reconfirmed

investments are released to us from the escrow account by the escrow agent.

Until stock certificates are issued to the subscribers, the subscribers will

not be considered shareholders of the Company.

The Company reserves the right not to accept such subscription payments

before they are held in escrow. For example, the Company cannot accept

subscription payments if they exceed the maximum offering.

PROPOSED BUSINESS

-----------------

History and Organization

------------------------

We are a Nevada corporation without revenues, operations or a business plan

other than to engage in a merger or acquisition with an unidentified entity.

We were incorporated on December 31, 1998. We are a blank check company as

defined in Rule 419. Pinoak, Inc. was organized for the purpose of seeking,

investigating, and ultimately acquiring an interest in a business with

long-term growth potential. Persons should not purchase shares in the

offering if they expect short-term earnings or appreciation in the value of

our company. It is emphasized that the business objectives discussed here

are extremely general and are not intended to be restrictive on the

discretion of the management of Pinoak, Inc.

Persons purchasing shares in the offering will be entrusting their funds

to PINOAK's management, subject to the requirements of Rule 419. The net

proceeds of the offering are not specifically allocated to identified

purposes or allocated to the acquisition of any specific type of business

venture. Decisions concerning these matters may be made by management

without shareholder action, except for the right of each investor to recover

his pro rata portion of the deposited funds in accordance with Rule 419.

(See "Use Of Proceeds.")

Management anticipates that it may be able to participate in only one

potential business venture, due primarily to our limited financing.

<PAGE>

Selection of a Business

-----------------------

Pinoak, Inc. anticipates that businesses for possible acquisition will be

referred by various sources, including its officer/director, professional

advisors, securities broker-dealers, venture capitalists, members of the

financial community, and others who may present unsolicited proposals.

PINOAK will seek businesses from all known sources, but will rely principally

on personal contacts of the officer/director and his affiliates, as well as

indirect associations between him and other business and professional

people. While it is not presently anticipated that PINOAK will engage

unaffiliated professional firms specializing in business acquisitions or

reorganizations, such firms may be retained if management deems it in the

best interest of the Company. (See "Other Arrangements" under "Use Of

Proceeds," above.)

Process of Selection

--------------------

PINOAK will not restrict its search to any particular business, industry, or

geographical location, and management reserves the right to evaluate and

enter into any type of business in any location. It may participate in a

newly organized business venture. On the other hand, it may select a more

established company entering a new phase of growth or in need of additional

capital to overcome existing financial problems.

In seeking a business venture, the decision of management will not be

controlled by an attempt to take advantage of any anticipated or perceived

appeal of a specific industry, management group, product, or industry, but

will be based on the business objective of seeking long-term capital

appreciation in the real value of Pinoak, Inc.. We will not acquire or merge

with a business or corporation in which our officer/director or any of his

associates has any direct or indirect ownership interest.

<PAGE>

Time Frame of the Selection Process

-----------------------------------

The period within which we may participate in a business on completion of

this offering cannot be predicted and will depend on circumstances beyond

our control, including the availability of businesses, the time required to

complete our investigation and analysis of prospective businesses, the time

required to prepare appropriate documents and agreements providing for our

participation, and other circumstances. It is anticipated that the analysis

of specific proposals and the selection of a business will take several

months. Under the requirements of Rule 419(e)(1), if a merger has not

occurred by a date within 18 months after the effective date of the

Registration Statement, funds held in the Escrow Account shall be returned

by first class mail or equally prompt means to the purchasers within five

business days following that date. This means you should not purchase

shares in this offering if you expect a short-term appreciation in the value

of Pinoak, Inc. or its securities.

Other Ramifications of Rule 419 on the Selection Process

--------------------------------------------------------

It is possible that Pinoak, Inc. may propose to acquire a business in the

development stage. A business is in the development stage if it is devoting

most of its efforts to establishing a new business, and planned principal

operations have either not commenced or not yet resulted in significant

revenues. Under Rule 419, PINOAK must acquire a business or assets for which

the fair value of the business represents at least 80% of the offering

proceeds. Accordingly, PINOAK's ability to acquire a business in the

development stage may be limited to the extent it cannot locate such

businesses with fair value high enough to satisfy the requirements of Rule

419.

PINOAK will be subject to requirements of Rule 419 and certain reporting

requirements under the Exchange Act and will, therefore, upon effectiveness,

be required to furnish audited financial statements for the company(s)

acquired, covering one, two, or three years, depending on the relative size

of the acquisition. Consequently, acquisition prospects that do not have or

are unable to obtain the audited statements to meet these requirements will

not be appropriate for acquisition. Pinoak, Inc. will be required to prepare

and file periodic reports Section 15(d) upon effectiveness of the

registration statement.

<PAGE>

Acquisition of a Business

-------------------------

In implementing a structure for a particular business acquisition, the

Company may become a party to a merger, consolidation, or other

reorganization with another corporation or entity; joint venture; license;

purchase and sale of assets; or purchase and sale of stock, the exact nature

of which cannot now be predicted. On the consummation of a transaction, it

is likely that PINOAK's present management and shareholder will not be in

control of the company. In addition, PINOAK's sole director may, as part

of the terms of the acquisition transaction, resign and his vacancy under

Nevada law, NRS 78.335(5) be replaced by new director without vote of our

shareholders.

The possible ramifications of transactions like those mentioned here could

significantly effect investments. See "RISK FACTORS" in connection with

these and other possible effects.

In connection with PINOAK's acquisition of a business, for example, its

present shareholder, officer/director may, as a negotiated element of the

acquisition, sell all or a portion of the common stock he holds at a

significant premium over his original investment in Pinoak, Inc. As a result

of such sales, affiliates of the entity participating in the business

reorganization with PINOAK would acquire a higher percentage of equity

ownership in it.

Although our present shareholder did not acquire his shares of common stock

with a view toward any subsequent sale in connection with a business

reorganization, it is not unusual for affiliates of the entity participating

in the reorganization to negotiate to purchase shares held by the present

shareholders. We anticipate that any securities issued in a reorganization

would be issued in reliance on exemptions from registration under

applicable federal and state securities laws. In some circumstances,

however, as a negotiated element of this transaction, we may agree to

under certain conditions, or at specified times thereafter. The issuance

of substantial additional securities and their potential sale into any

trading market which may develop in our common stock may have a depressive

effect on such market.

While the actual terms of a transaction to which we may be a party cannot be

predicted, it may be expected that the parties to the business transaction

will find it desirable to structure the acquisition as a so-called "tax-

free" event under sections 351 or 368(a) of the Internal Revenue Code of

1986. In order to obtain tax-free treatment under section 351 of the Code,

it would be necessary for the owners of the acquired business to own 80% or

more of the stock of the surviving entity. In that case, PINOAK's

shareholders, including investors in this offering, would retain less than

20% of the issued and outstanding shares of the surviving entity. Section

368(a)(1) of the Code provides for tax-free treatment of certain business

reorganization between corporate entities where one corporation is merged

with or acquires the securities or assets of another.

<PAGE>

Generally, we will be the acquiring corporation in such a business

reorganization, and the tax-free status of the transaction will not depend

on the issuing of any specific amount of stock of the surviving entity.

Consequently, there is a substantial possibility that the shareholders of

Pinoak, Inc., immediately prior to the transaction, would retain less than

50% of the issued and outstanding shares of the surviving entity. Therefore,

regardless of the form of the business acquisition, it may be anticipated

that the investors in this offering will experience a significant reduction

in their percentage of ownership in the company.

Notwithstanding the fact that the Company is technically the acquiring

entity in these circumstances, generally accepted accounting principles will

ordinarily require that such a transaction be accounted for as if the

Company had been acquired by the other entity owning the business and,

therefore, will not permit a write-up in the carrying value of the assets of

the other company.

The manner in which we participate in a business will depend on the nature

of the business, our needs and desires and those of the other parties

involved in the negotiations , the management of the business, and the

relative negotiating strengths of PINOAK and the other management team.

We will participate in a business only after the negotiation and execution

of appropriate written agreements. Although the exact terms of these

agreements cannot be predicted, generally they will:

* require specific representations and warranties by all of the parties

involved,

* specify certain events of default,

* detail the terms of closing and the conditions which must be satisfied

by each of the parties prior to it ,

* outline the manner of bearing costs if the transaction is not closed,

* set forth remedies on default, and

* include miscellaneous other terms.

One of the conditions will most likely be compliance with Rule 419, and

reconfirmation by investors representing at least 80% of the gross proceeds

of the offering.

As of the date of the amended filing, no probable acquisition candidates

have been identified.

Evaluation Criteria

-------------------

Despite his non-experience as a professional business analyst, PINOAK's

officer/director, Rick Jesky, will carefully examine businesses for

acquisition.

<PAGE>

Management anticipates the selection of an acquired business will be

complex and risky because of the competition for such business opportunities

among all segments of the financial community. The nature of the company's

search for the acquisition of a business requires maximum flexibility since

the company will be required to consider various factors and divergent

circumstances which may preclude meaningful direct comparison among the

various business enterprises, product or services investigated. The

management of the company will have virtually unrestricted flexibility in

identifying and selecting a prospective acquired business. Besides

determining its fair market value, management will consider the following:

o the acquired business' net worth;

o the acquired business' total assets;

o the acquired business' cash flow;

o costs associated with effecting the business combination;

o equity interest and possible management participation in the acquired

business;

o earnings and financial condition of the acquired business;

o growth potential of the acquired business and the industry in which it

operates;

o experience and skill of management and availability of additional

personnel of the acquired business;

o capital requirements of the acquired business;

o competitive position of the acquired business;

o stage development of the product, process or service of the acquired

business;

o degree of current or potential market acceptance of the product,

process or service of the acquired business; and

o regulatory environment of the industry in which the acquired business

operates.

These criteria are not intended to be exhaustive. As Mr. Jesky searches

through the candidates for acquisition, other factors he considers

relevant may apply.

We have adopted a policy that we will not pay a finder's fee or consulting

fee to any member of management for locating a merger or acquisition

candidate. No member of management intends to or may seek and negotiate

for the payment of finder's fees or consulting fee. In the event there is

a fee, it will be paid at the direction of the successor management after a

change in management control resulting from a business combination.

Although we believe that locating and investigating specific business

proposals will take several months, the exact duration of the process is

difficult to predict. However, we cannot exceed the 18 month time schedule

set forth in Rule 419. The time and costs required to select and evaluate

an acquired business candidate, including conducting a due diligence review,

and to structure and consummate the business combination, including

negotiating relevant agreements and preparing requisite documents for filing

in keeping with applicable securities laws and state corporate laws, cannot

presently be stated with certainty. See "Investors' Rights and Substantive

Protection Under Rule 419."

Leverage

--------

PINOAK may be able to participate in a business involving the use of

leverage. Leveraging a transaction involves the acquisition of a business

through incurring indebtedness for a portion of the purchase price of that

business, which is secured by the assets of the business acquired.

<PAGE>

One method by which leverage may be used is to locate an operating business

available for sale and arrange for the financing necessary to purchase it.

Acquisition of a business in this fashion would enable us to participate in

a larger venture than our limited funds would otherwise permit, or use less

of our funds to acquire a business and thus commit our remaining funds to

the operations of the business acquired. (See "A leveraged buy-out could

expose us to a high risk of business failure." under Risk Factors.)

The likelihood that we could obtain a conventional bank loan for a leveraged

transaction would depend largely on the business being acquired and its

perceived ability to generate sufficient revenues to repay the debt.

Generally, businesses suitable for leveraging are limited to those with

income-producing assets that are either in operation or can be placed in

operation relatively quickly. We cannot predict whether it will be able to

locate any such business. As a general matter it may be expected that

PINOAK, Inc. will have few, if any, opportunities to examine businesses where

leveraging would be appropriate, or to acquire financing with acceptable

terms.

Tax Considerations

------------------

As a general rule, Federal and state tax laws and regulations have a

significant impact upon the structuring of business combinations. Pinoak,

Inc. will evaluate the possible tax consequences of any prospective business

combination and will endeavor to structure the business combination so as to

achieve the most favorable tax treatment to itself, the acquired business,

and our respective stockholders. The IRS or other appropriate state tax

authorities may, however, attempt to re-characterize the tax treatment of a

particular business combination. (See "There may be tax consequences to our

activities which may adversely effect the company or our investors," under

Risk Factors.)

Form and Structure of Acquisition

---------------------------------

Of the various methods and forms by which we may structure a transaction to

acquire another business, management is likely to use, without limitation,

one of the following forms:

o a leveraged buyout transaction in which most of the purchase price is

provided by borrowings from one or more lenders or from the sellers in

the form of a deferred purchase price;

o a merger or consolidation of the acquired corporation into or with the

company;

o a merger or consolidation of the acquired business corporation into or

with a subsidiary of the company organized to facilitate the acquisition

(a "subsidiary merger"), or a merger or consolidation of such a

subsidiary into or with the acquired corporation (a "reverse subsidiary

merger");

o an acquisition of all or a controlling amount of the stock of the acquired

corporation followed by a merger of the acquired business into us;

o an acquisition of the assets of a business by us or a subsidiary organized

for such a purpose;

o a merger or consolidation of the company with or into the acquired

business or such a subsidiary; or

o a combination of any of the above.

<PAGE>

The actual form and structure for a business combination may also be

dependent upon numerous other factors pertaining to the acquired

business and its stockholders, as well as potential tax accounting

treatments afforded the business combination.

As part of an acquisition, we may choose to issue additional securities that

could add numerous complications depending on whether or not these would

need to be registered. Dilution, change of management, additional costs,

time delays or depressed prices for our stock could result, discussions of

which are included in the Risk Factors section of this prospectus.

We are endeavoring, by the way, to conduct our operations so as not to

require registration under the Investment Company Act of 1940.

Daily Operations

----------------

We expect to use attorneys and accountants as necessary, and do not

anticipate a need to engage any full-time employees during the phase devoted

to seeking and evaluating business opportunities. The need for employees

and their availability will be addressed along with the decisions specific

to acquiring or participating in a specific business opportunity. We have

allocated a portion of the offering proceeds for general overhead. Although

there is no current plan to hire employees on a full-time or part-time

basis, some portion of working capital may be used to pay any part-time

employees hired.

Until an active business is commenced or acquired, we will have only one

employee, our sole officer for day-to-day operations. We are unable to make

any estimate as to the future number of employees, which may be necessary.

If an existing business is acquired it is possible that we would hire its

existing staff.

Competition

-----------

Pinoak, Inc. will be involved in intense competition with other business

entities, many of which will have a competitive edge over us by virtue of

their more substantial financial resources and prior experience in business.

We face as well numerous other smaller blank check companies at the same

stage of development as we are. (See "Competition," in Risk Factors.)

Offices

-------

Pinoak, Inc. uses office space at 10801 E. Grove Street, Mesa,

Arizona, 85208, provided by Mr. Rick Jesky, our officer/director and

principal shareholder, at no cost. He plans to continue to fund Company

related expenses at his own expense with no cost to the Company and does

not expect any reimbursement of these expenses which are estimated to

be $3,500 in the next twelve months. (See "Plan of Operation.")

This arrangement will remain in effect until we enter into a business

combination or the Rule 419 escrow is otherwise terminated

<PAGE>

PLAN OF OPERATION

-----------------

We are a development stage entity, and have neither engaged in any operations

nor generated any revenues to date. Our expenses to date which have been

funded by our management includes: incorporation fees ($280), accounting

fees, ($1,000); legal fees($1,000); SEC filing fees ($18); and, escrow

establishment fees ($500).

Virtually all of the offering expenses will be funded from the money in

our treasury---or, if additional funds are required, they will be funded

by our management, who will not receive reimbursement for these

expenses---will derive from our efforts to identify a suitable acquisition

candidate and close the acquisition. We have no agreements with management

to provide funding for operations, including the pursuit of an acquisition

candidate. Management will fund our cash requirements until an

acquisition is closed. So long as management does so, we will have

sufficient funds to satisfy our cash requirements and do not expect to

have to raise additional funds during the entire Rule 419 escrow period

of up to 12 months from the date of this prospectus. This is primarily

because we do not anticipate incurring any significant expenditures.

During the next twelve months, we anticipate our expenses to be

approximately $3,500, limited to accounting fees, legal fees, telephone,

mailing, filing fees, and transfer agent fees. We estimate the cost of

finding and consummating a business combination could run as much as $20,000.

Our management has agreed to pay the expenses of the offering, the anticipated

expenses over the next twelve months, and the cost of business combination

which is not consummated. He does not expect any reimbursement for these

expenses.

We may seek additional financing. At this time, however, we believe that the

funds to be provided by management will be sufficient for funding our

operations until we find an acquisition and therefore do not expect to issue

any additional securities before the closing of a business combination.

<PAGE>

DESCRIPTION OF CAPITAL STOCK

----------------------------

Authorized Capital Stock Under Our Shares of Capital Stock Outstanding

Articles of Incorporation After offering

---------------------------------- -----------------------------------

20,000,000 shares of common stock 5,000,000 shares of common stock-

assuming successful completion of

maximum offering.

3,000,000 shares of common stock-

assuming successful completion of

minimum offering.

All significant provisions of our capital stock are summarized in this

prospectus. You should note that the following description is governed by

applicable Nevada law and our articles of incorporation and bylaws. We have

filed copies of these documents as exhibits to the registration statement

related to this prospectus. If you wish to obtain more detailed information

regarding this topic, please refer to the Index for Part II on page 56 for

a complete list of these exhibits.

Authorized Stock

----------------

Pinoak, Inc. is authorized to issue 25,000,000 shares, consisting of

20,000,000 shares of Common Stock, par value $0.001 per share, of which

2,000,000 shares are issued and outstanding, and 5,000,000 shares of

preferred stock, par value $0.001 (the "Preferred Stock"), of which no

shares have been issued.

Common Stock

------------

Holders of common stock are entitled to one vote per share on each matter

submitted to a vote at any meeting of shareholders. Shares of common stock

do not carry cumulative voting rights; and, therefore, holders of a majority

of the outstanding shares of common stock will be able to elect the entire

board of directors, and, if they do so, minority shareholders would not be

able to elect any members to the board of directors. PINOAK's board of

directors has authority, without action by our shareholders, to issue all or

any portion of the authorized but unissued shares of common stock, which

would reduce the percentage ownership in the company of its shareholders and

which may dilute the book value of the common stock.

Shareholders of Pinoak, Inc. have no pre-emptive rights to acquire additional

shares of common stock. The common stock is not subject to redemption

and carries no subscription or conversion rights. In the event of

liquidation of PINOAK, the holders of shares of common stock are entitled to

share equally in corporate assets after satisfaction of all liabilities.

The shares of common stock, when issued, will be fully paid and non-

assessable.

<PAGE>

Holders of common stock are entitled to receive such dividends as the board

of directors may from time to time declare out of funds legally available

for the payment of dividends.

NOTE: We have not paid dividends on our common stock and do not anticipate

that we will pay dividends anytime soon. This caution is repeated: You

should not expect to receive any dividends on shares in the near future,

even after a merger. This investment is inappropriate for you if you need

dividend income from an investment in shares.

Preferred Stock

---------------

Our board of directors, without your approval, is authorized to issue

preferred stock. They can issue different classes of preferred stock, with

some or all of the following rights or any other legal rights they think are

appropriate, such as:

o Voting

o Dividends

o Required or optional repurchase by us

o Conversion into common stock, with or

without additional payment

o Payments preferred stockholders will

receive before common stockholders if we go out

of business

The issuance of preferred stock could provide us with flexibility for

possible acquisitions and other corporate purposes, but it also could render

your vote meaningless because preferred stockholders could own shares with a

majority of the votes required on any issue. Because we issue preferred

stock, someone interested in buying our company may not follow through with

their plans because they could find it more difficult to acquire, or be

discouraged from acquiring, a majority of our outstanding stock.

Warrants

--------

The Company has no warrants.

<PAGE>

Transfer Agent

--------------

Upon the closing of this offering, the transfer agent for PINOAK's securities

will be Holladay Stock Transfer, 2939 North 67th Place, Scottsdale,

Arizona, phone: 480-481-3940.

Reports to Stockholders

-----------------------

The company intends to furnish its stockholders with annual reports

containing audited financial statements as soon as practicable after the end

of each fiscal year. The company's fiscal year ends on December 31. In

addition, we intend to issue unaudited reviewed interim reports and financial

statements on a quarterly basis.

SHARES ELIGIBLE FOR FUTURE SALE

-------------------------------

Of the shares outstanding after the offering, the 3,000,000 shares sold

in this offering will have been registered with the SEC and can be freely

resold, except if they are acquired by our officer/director or other persons

or entities that he controls or that control him. The remaining 2,000,000

shares of common stock outstanding upon completion of this Offering, which

are held of record by our sole officer/ director prior to this Offering are

"restricted securities" and may not be sold in a public distribution. If and

when our sole officer/director determines to resell his shares, he will be

required to do so under a registration statement covering his resales.

Generally, Rule 144 provides that directors, executive officers, and persons

or entities that they control or who control them may sell shares of common

stock in any three-month period in a limited amount. However, the SEC has

taken the position that resales cannot be made pursuant to Rule 144 for blank

check companies. Therefore, the 2,000,000 outstanding shares of common stock

held by our sole officer/director cannot be sold pursuant to Rule 144, but must

be registered.Additionally, shares acquired by officers, directors or

affiliates in this offering, will also be required to file a registration

statement covering the resale of these shares, when they determine to resell

any of these shares and further these shares should be offered at a fixed price.

We are unable to estimate the number of registered resale shares that will be

sold, since this will depend on the market price for the common stock, the

personal circumstances of the seller and other factors. We believe that these

securities should be offered at a fixed price. Sales of substantial amounts

of shares in the public market could adversely affect prevailing market prices

and could impair our future ability to raise capital through an offering of

its equity securities.

<PAGE>

MANAGEMENT

----------

The following table and subsequent discussion sets forth information about

our director and executive officer. Mr. Jesky was elected to serve as

a director and President at the time of the founding of Pinoak, Inc. on its

date of inception, December 31, 1998.

He is currently the sole officer/director of Pinoak, Inc.

<TABLE>

NAME AGE POSITIONS

Rick Jesky 52 President, CEO, Director, CFO

</TABLE>

Pinoak, Inc.'s officer/director is elected annually to serve for two years

until his successor(s) is duly elected and qualified.

Mr. Jesky will not be compensated for the hours he spends handling PINOAK's

affairs; as such, he will devote himself full-time to PINOAK only at such

time as that becomes practical and necessary.

Biographical Information

------------------------

Set forth below is biographical information for Mr. Rick Jesky. See

RISK FACTORS for further discussion of the possible ramifications of relying

on a sole officer/director with a relative lack of experience: "We are

dependent on one officer with limited formal business experience."

Rick Jesky

----------

Mr. Jesky was born September 18, 1949 in Chicago, IL. He has a BA Degree

from the University of Phoenix, and MA Degree from Northern Arizona

University. Rick Jesky has almost twenty years as an educator (1974-1992)

in the State of Arizona. From 1992 to 1998, he has six years experience as

a General Manger for a major Phoenix nightclub/restaurant, named

Studebaker's. From 1998-1999, he has worked as an educator with Superior

Court of Arizona, Pinal County. His primary duties as an educator was to

Teach law related subjects, conduct teen court, counsel students on court

matters at the high school level. Additionally, he worked with Juvenile

Court Services, probation caseload and Court Disposition. He was the

founder and sole proprietor of Oleramma Nursery. He successfully developed

and propagated an Oleander plants which won a Blue Ribbon at the 1992 Arizona

State Fair. In September, 1998, he founded Oleramma, Inc, a Nevada

Corporation, where he served as President of the Company until December,

1999. The Company was formed to develop a hybrid cotton seed, the Company

subsequently became public on the Over-the-Counter Bulletin Board in

November, 1999. He resigned as President of the Company in January, 2000

to return to teaching. At that time, he taught high school level technical

agriculture and criminal law (1999-2000). In 2001, he worked for the State

Department of the United States of America, in their Peace Corps Division.

He was assigned to teaching Environment Studies to local School Districts

on the Island of St. Lucia, in the Eastern Caribbean. In the Fall of 2001

he returned to Arizona where he is currently the President of Pinoak, Inc.

Mr. Jesky is not presently associated with any blank check issuer

other than the Company, nor is he presently seeking acquisition targets

though he will begin to do so once the present offering has achieved its

purpose. He will, in fact, be the primary person involved in locating

an acquisition candidate by searching the New York Times, the Wall Street

Journal, other business publications and the Internet for acquisition

candidates and in all other ways open to his seeking appropriate leads.

<PAGE>

The Company currently does not have employment agreements with its executive

officer. This is the first time that Mr. Jesky has been involved in a

419 Company.

There are no agreements or understandings for any officer or director to

resign at the request of another person. None of the officers or directors

are acting on behalf of or will act at the direction of any other person.

There are no agreements, arrangements or understandings between management

and anyone else by which other management is to be selected for a particular

office or position.

We reserve the right to engage outside consultants and professionals on an

as needed basis, though we have not done so to this point.

CONFLICTS OF INTEREST

---------------------

Our president, treasurer, chief financial and accounting officer and

director, Rick Jesky, does not serve in any capacity for any other

blank check offerings.

In addition, in order to mitigate any potential conflict, the

officer/director of PINOAK has promised in writing not to participate as an

officer or director in any blank check company that files a registration

statement under the Securities Act of 1933, prior to the date the Company

identifies a business it proposes to acquire which meets the acquisition

criteria of Rule 419, or the date six months following the date of this

prospectus, whichever occurs first. Note that, technically, if the latter

date were to occur before PINOAK has identified a company suitable for

acquisition, he could in fact participate in another blank check

company before that happens.

Our director will hold office until the next scheduled shareholder meeting

and the election of his successor. Our director receives no compensation for

serving on the board other than reimbursement of reasonable expenses

incurred in attending meetings. Officers are appointed by the board and

serve at their discretion.

Potential investors will recall that, as stated above, its present

shareholder, officer/director may, in connection with PINOAK's acquisition

of a business and as a negotiated element of the acquisition, sell all or

a portion of the common stock he holds at a significant premium over his

original investment in Pinoak, Inc. As a result of such sales, affiliates of

the entity participating in the business reorganization with PINOAK would

acquire a higher percentage of equity ownership in it. It should be

noted that his shares are not being registered on this registration

statement, and therefore, he cannot sell his shares when this registration

statement is declared effective. No such sales, however, can be consummated

before the registration statement has been made effective.

<PAGE>

Executive Compensation

----------------------

As previously stated, Mr. Jesky receives no salary for his efforts on

PINOAK's behalf, nor will he receive bonuses, stock options, consulting

fees, finder's fees, or in any other form.

Management Control

------------------

PINOAK's officer/director has pledged not to divest himself of ownership

and/or control of the company prior to an acquisition or merger transaction.

Statement Concerning Indemnification

------------------------------------

Our director is bound by the general standards for director provisions in

Nevada law. These provisions allow him wide latitude in decision-making,

including consideration of our long-term prospects and interests and the

social, economic, legal or other effects of any proposed action on potential

employees, suppliers, customers, communities in which we may operate and the

economy.

Insofar as indemnification for liabilities arising under the Securities Act of

1933 (the "Act") may be permitted to directors, officers and controlling

persons of the small business issuer pursuant to the foregoing provisions, or

otherwise, the small business issuer has been advised that in the opinion of

the Securities and Exchange Commission such indemnification is against public

policy as expressed in the Act and is, therefore, unenforceable.

What happens, therefore, in the event that a claim for indemnification is

asserted by our officer/director for liabilities incurred while acting on

our behalf in connection with the securities being registered?

Simply put, if he incurred or paid the expenses in the successful defense

of a legal action, suit or proceeding, we will pay them. Otherwise,

unless our counsel determines that the matter has been settled by

controlling legal precedent, we will submit to a court of appropriate

jurisdiction the question of whether indemnification by us is against

public policy as expressed in the Act, and will abide by its final

adjudication of the issue. (For a fuller discussion of this issue, see

the first item of Part II of this prospectus, Item 24, Indemnification

of Directors and Officers, which includes references to the relevant

section of Nevada law and to SEC policy.)

<PAGE>

PRINCIPAL SHAREHOLDER

---------------------

The following table sets forth information about our current shareholder.

The person named below has sole voting and investment power with respect

to the shares. The numbers in the table reflect shares of common stock held

as of the date of this prospectus. The numbers in this table assume

5,000,000 shares of common stock outstanding (maximum offering) and

3,000,000 shares of common stock outstanding (minimum offering) following

the offering:

<TABLE>

Name and Address of Shares of Pre Min. Post Max Post

Beneficial Owner Common Stock Offer % Offer % Offer %

---------------------------------------------------------------------------

Rick Jesky(1) 2,000,000 100% 55% 40%

</TABLE>

(1) Rick Jesky, 10801 E. Grove Street, Mesa, Arizona, 85208.

Under blank check company rules, none of these shares will be available for

resale unless they are registered with the U. S. Securities and Exchange

Commission. (See, "Market for Our Common Shares," below.)

Except for the securities being registered here, these shares are restricted

securities, as that term is defined in the Act. They are subject to

restrictions regarding resale; the certificates issued for them have been

stamped with a restrictive legend and will be subject to stop transfer

orders. His shares are not being registered in this Registration and cannot

be sold until they are registered.

Mr. Jesky may be deemed our promoter, as that term is defined under the

Securities Act.

<PAGE>

CERTAIN TRANSACTIONS

--------------------

The following table sets forth information regarding all securities sold by

us since our inception on December 31, 1998.

<TABLE>

Name and Address of Shares of Date Amount

Beneficial Owner Common Stock Purchased Paid

---------------------------------------------------------------------------

Rick Jesky(1) 2,000,000 12/07/01 $2,022

</TABLE>

(1) Rick Jesky, 10801 E. Grove Street, Mesa, Arizona, 85208.

All sales were made in reliance on Section 4(2) of the Securities Act.

These sales were made without general solicitation or advertising. Each

purchaser was an accredited investor with access to all relevant information

necessary to evaluate the investment and represented to the Registrant that

the shares were being acquired for investment.

Interest of Named Experts and Counsel

-------------------------------------

By corporate resolution, the Company hired the professional services of

Thomas C. Cook, attorney-at-law, a Nevada based attorney to review and handle

Corporate documents. Mr. Cook owns no stock in the Company.

By corporate resolution, the Company hired the professional services of

G. Brad Beckstead, Certified Public Accountant, to perform audited financials

for the Company. Mr. Beckstead owns no stock in the Company.

Because of the development stage nature of the Company and its inactivity

since its inception, the Company has no other relationships or transactions.

WHERE CAN YOU FIND MORE INFORMATION?

------------------------------------

We have not previously been required to comply with the reporting

requirements of the Exchange Act. We have filed a registration statement

with the SEC on Form SB-2 to register the offer and sale of the shares. This

prospectus is part of that registration statement, and, as permitted by the

SEC's rules, does not contain all of the information in the registration

statement. For further information about us and the shares offered under

this prospectus, you may refer to the registration statement and to the

exhibits and schedules filed as a part of the registration statement. You

can review the registration statement and its exhibits and schedules at the

public reference facility maintained by the SEC at Judiciary Plaza, Room

1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC

at 1-800-SEC-0330 for further information on the public reference room. The

registration statement is also available electronically on the World Wide

Web at http://www.sec.gov. You can also call or write us at any time with

any questions you may have. We would be pleased to speak with you about

any aspect of our business and this offering.

<PAGE>

MARKET FOR OUR COMMON STOCK

---------------------------

Prior to now, there has been no trading market for our common stock. Under

the requirements of Rule 15g-8 of the Exchange Act, a trading market will

not develop prior to or after the effectiveness of this prospectus or while

the common stock under this offering is maintained in escrow.

PINOAK's present management has not and does not anticipate being in contact

with any broker-dealers regarding the making of a market for our common

stock prior to the execution of an acquisition agreement; that task is more

properly to be initiated by the management of the entity that will exist

post-acquisition.

There are no outstanding options or warrants to purchase, or securities

convertible into, our common equity. The 2,000,000 shares of our common

stock currently outstanding are restricted securities as that term is

defined in the Securities Act. Under blank check company rules established

by the SEC, these shares must be registered with the SEC before they can be

resold. It is to be noted that no such sale can be contemplated or take

place prior to the registration statement being declared effective.

Special State Law Considerations

--------------------------------

The shares have not been registered in the states of Arizona or Nevada

because of specific exemptions in their laws relating to the limited

availability of the offering. The shares cannot be sold, transferred or

otherwise disposed of to any person or entity unless subsequently registered

in the states of Arizona and Nevada, if that registration is ultimately

required. Registration there is not necessary if fewer than twenty-five

people purchase the shares in a given offering. We may never reach that

point. The following paragraphs refer you to the applicable statutes of

those states.

The shares have not been registered under the Arizona Uniform Securities Act,

in reliance upon the exemption contained in Section R14-4-126.C.3 of that

Act. These Securities cannot be sold, transferred or otherwise disposed of

to any person or entity unless subsequently registered under the Securities

Act of 1933, as amended, and/or the Arizona Securities Act or an exemption

from it.

The shares have not been registered under the Nevada Uniform Securities Act,

in the event that sales are not made to twenty-five (25) or more persons in

the state of Nevada in accordance with the exemption for limited offers or

sales of securities set forth in Nevada Revised Stature Section 90.530(11)

of the Nevada Uniform Securities Act.

<PAGE>

REPORTS TO STOCKHOLDERS

-----------------------

We intend to furnish our stockholders with annual reports containing

audited financial statements as soon as practicable at the end of each

fiscal year. Our fiscal year ends on December 31.

Method of Subscribing

---------------------

Prospective investors should make their checks payable to Pinoak, Inc., c/o

Southwest Escrow Company, 8215 S. Eastern, Suite 100, Las Vegas, Nevada

89123 (escrow agent) and remit the checks and subscription agreements to

Southwest Escrow at their address listed above. Subscriptions may not be

withdrawn once made except in accordance with applicable law. The company

reserves the right to reject any subscription in whole or in part in its

sole discretion for any reason whatsoever notwithstanding tender of payment,

and to withdraw this blank check offering at any time prior to acceptance

by us for the subscriptions received.

Funds will be held by the escrow agent, as described here.

No offers to sell will be made and no offers to subscribe will be accepted

until the registration statement has been declared effective.

LEGAL PROCEEDINGS

-----------------

The Company is not currently involved in any legal proceedings nor do we have

Any knowledge of any threatened litigation.

LEGAL MATTERS

-------------

The validity of the issuing of the shares offered here will be attested

to for Pinoak, Inc. by Thomas C Cook, our attorney.

EXPERTS

-------

The financial statements of Pinoak, Inc. as of December 31, 2001 are included

in this Prospectus and have been audited by G. Brad Beckstead, CPA, an

independent auditor. Along with his audit, Mr Beckstead has also included

his expert opinion.

<PAGE>

PART F/S

Financial Statements

Pinoak, Inc.

(A Development Stage Company)

Balance Sheet

as of

December 31, 2001 and 2000

and

Statements of Income,

Stockholders' Equity, and

Cash Flows

for the period

December 31, 1998 (Inception)

To December 31, 2001

<PAGE>

INDEX TO FINANCIAL STATEMENTS

-----------------------------

<TABLE>

PAGE #

<S> <C>

INDEPENDENT AUDITOR'S REPORT F-1

BALANCE SHEET F-2

STATEMENT OF OPERATIONS F-3

STATEMENT OF STOCKHOLDERS' EQUITY F-4

STATEMENT OF CASH FLOWS F-5

FOOTNOTES F-6-10

</TABLE>

<PAGE>

G. BRAD BECKSTEAD

---------------------------

CERTIFIED PUBLIC ACCOUNTANT

330 E. Warm Springs

Las Vegas, NV 89119

702.257.1984

702.362.0540 (fax)

INDEPENDENT AUDITOR'S REPORT

----------------------------

January 2, 2002

Board of Directors

Pinoak, Inc.

Las Vegas, NV

I have audited the Balance Sheets of Pinoak, Inc.(the "Company") (A Development

Stage Company), as of December 31, 2001 and 2000, and the related Statements of

Operations, Stockholders' Equity, and Cash Flows for the years then ended, and

for the period December 31, 1998 (Date of Inception) to December 31, 2001.

These financial statements are the responsibility of the Company's management.

My responsibility is to express an opinion on these financial statements based

on my audit.

I conducted my audit in accordance with generally accepted auditing standards

in the United States of America. Those standards require that I plan and

perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement. An audit includes examining, on

a test basis, evidence supporting the amounts and disclosures in the financial

statement presentation. An audit also includes assessing the accounting

principles used and significant estimates made by management, as well as

evaluating the overall financial statement presentation. I believe that my

audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in

all material respects, the balance sheets of Pinoak, Inc., (A Development Stage

Company), as of December 31, 2001 and 2000, and its related statements of

operations, equity and cash flows for the years then ended, and for the period

December 31, 1998 (Date of Inception) to December 31, 2001, in conformity with

generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company

will continue as a going concern. As discussed in Note 5 to the financial

statements, the Company has had limited operations and have not commenced

planned principal operations. This raises substantial doubt about its ability

to continue as a going concern. Management's plan in regard to these matters

are also described in Note 5. The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

/s/ G. Brad Beckstead

----------------------

G. Brad Beckstead, CPA

<PAGE>

Pinoak, Inc.

(a Development Stage Company)

Balance Sheet

<TABLE>

BALANCE SHEET

December 31, December 31,

2001 2000

------------ ------------

Assets

Current assets:

Cash and equivalents $ 2,013 $ -

-------- ---------

Total current assets 2,013 -

-------- ---------

$ 2,013 $ -

======== =========

Liabilities and Stockholders' Equity

Current liabilities $ - $ -

-------- ---------

Stockholders' Equity

Preferred stock, $0.001 par value

5,000,000 shares authorized,

no shares issued and outstanding - -

Common stock, $0.001 par value,

20,000,000 shares authorized;

2,000,000 shares issued and

outstanding 2,000 -

Additional paid-in capital 2,820 -

(Deficit) accumulated during development stage (2,807) -

-------- ---------

2,013 -

-------- ---------

$ 2,013 $ -

======== =========

</TABLE>

See accompanying notes to financial statements.

F-2

<PAGE>

PINOAK, Inc.

(a Development Stage Company)

Statement of Operations

<TABLE>

STATEMENT OF OPERATIONS

December 31, 1998

Year ended Year ended (date of inception)

December 31, December 31, to December 31,

2001 2000 2001

------------ ------------ -------------------

Revenue $ - $ - $ -

-------- -------- --------

Expenses:

General and

administrative 2,807 - 2,807

-------- -------- --------

Total expenses 2,807 - 2,807

-------- -------- --------

Net loss $ (2,807) $ - $ (2,807)

========= ======== =========

Weighted average number of

common shares outstanding 2,000,000 - 2,000,000

========= ======== =========

Net (loss) per share $ (0.00) $ (0.00) $ (0.00)

========= ======== =========

</TABLE>

See accompanying notes to financial statements.

F-3

<PAGE>

PINOAK, Inc.

(a Development Stage Company)

Statement of Changes in Stockholders' Equity

For the period December 31, 1998 (Date of Inception) to December 31, 2001

<TABLE>

CHANGES IN STOCKHOLDERS' EQUITY

Deficit

Accumulated

Common Stock Additional During Total

------------ Paid-in Development Stockholders'

Shares Amount Capital Stage Equity

------ ------ ---------- ----------- ------------

Beginning balance,

12/31/1998 - $ - $ - $ - $ -

--------- ------- ------- ------ ------

Balance as of

12/31/99 - - - - -

--------- ------- ------- ------ ------

Balance as of

12/31/00 - - - - -

--------- ------- ------- ------ ------

Founders shares

issued

for cash 2,000,000 2,000 2,820 - 4,820

--------- ------- ------- ------ ------

Net (loss)

Year ended

12/31/2001 (2,807) (2,807)

--------- ------- ------- ------ ------

Balance as of

12/31/2001 2,000,000 $ 2,000 $ 2,820 $(2,807) $2,013

========= ======= ======= ======== =======

</TABLE>

See accompanying notes to financial statements.

F-4

<PAGE>

PINOAK, Inc.

(a Development Stage Company)

Statement of Cash Flows

<TABLE>

STATEMENT OF CASH FLOWS

December 31, 1998

Year ended Year ended (date of inception)

December 31, December 31, to December 31,

2001 2000 2001

------------ ------------ -------------------

Cash flows from operating activities

Net (loss) $ (2,807) $ - $ (2,807)

-------- -------- --------

Net cash (used)

by operating activities $ (2,807) $ - $ (2,807)

-------- -------- --------

Cash flows from

investing activities - - -

-------- -------- --------

Cash flows from financing activities

Issuance of capital stock 4,820 - 4,820

-------- -------- --------

Net cash provided by

financing activities 4,820 - 4,820

-------- -------- --------

Net increase in cash 2,013 - 2,013

Cash - beginning - - -

-------- -------- --------

Cash - ending $ 2,013 $ - $ 2,013

======== ======== ========

Supplemental disclosures:

Interest paid $ - $ - $ -

======== ======== ========

Income taxes paid $ - $ - $ -

======== ======== ========

</TABLE>

See accompanying notes to financial statements.

F-5

<PAGE>

PINOAK, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES

Organization

------------

The Company was organized December 31, 1998 (Date of Inception) under the laws

of the State of Nevada, as Pinoak, Inc.

The Company has been dormant and has had limited operations since its

inception, and in accordance with SFAS #7, the Company is considered a

development stage company.

Estimates

---------

The preparation of financial statements in conformity with generally accepted

accounting principles requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities at the date of the financial statements and

the reported amounts of revenue and expenses during the reporting period.

Actual results could differ from those estimates.

Cash and cash equivalents

-------------------------

The Company maintains a cash balance in a non-interest-bearing account that

currently does not exceed federally insured limits. For the purpose of the

statements of cash flows, all highly liquid investments with an original

maturity of three months or less are considered to be cash equivalents.

Revenue recognition

-------------------

The Company recognizes revenue on an accrual basis as it invoices for services.

Reporting on the costs of start-up activities

---------------------------------------------

Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up

Activities," which provides guidance on the financial reporting of start-up

costs and organizational costs, requires most costs of start-up activities and

organizational costs to be expensed as incurred. SOP 98-5 is effective for

fiscal years beginning after December 15, 1998. With the adoption of SOP 98-5,

there has been little or no effect on the Company's financial statements.

F-6

<PAGE>

PINOAK, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES

Loss per share

--------------

Net loss per share is provided in accordance with Statement of Financial

Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss per

share is computed by dividing losses available to common stockholders by the

weighted average number of common shares outstanding during the period. The

Company had no dilutive common stock equivalents, such as stock options or

warrants as of December 31, 2001.

Advertising Costs

-----------------

The Company expenses all costs of advertising as incurred. There were no

advertising costs included in selling, general and administrative expenses for

the periods ended December 31, 2001.

Fair value of financial instruments

-----------------------------------

Fair value estimates discussed herein are based upon certain market assumptions

and pertinent information available to management as of December 31, 2001. The

respective carrying value of certain on-balance-sheet financial instruments

approximated their fair values. These financial instruments include cash and

accounts payable. Fair values were assumed to approximate carrying values for

cash and payables because they are short term in nature and their carrying

amounts approximate fair values or they are payable on demand.

Impairment of long lived assets

-------------------------------

Long lived assets held and used by the Company are reviewed for possible

impairment whenever events or circumstances indicate the carrying amount of an

asset may not be recoverable or is impaired. No such impairments have been

identified by management at December 31, 2001.

Segment reporting

-----------------

The Company follows Statement of Financial Accounting Standards No. 130,

"Disclosures About Segments of an Enterprise and Related Information". The

Company operates as a single segment and will evaluate additional segment

disclosure requirements as it expands its operations.

Dividends

---------

The Company has not yet adopted any policy regarding payment of dividends. No

dividends have been paid or declared since inception.

F-7

<PAGE>

PINOAK, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES

Income taxes

------------

The Company follows Statement of Financial Accounting Standard No. 109,

"Accounting for Income Taxes" ("SFAS No. 109") for recording the provision for

income taxes. Deferred tax assets and liabilities are computed based upon the

difference between the financial statement and income tax basis of assets and

liabilities using the enacted marginal tax rate applicable when the related

asset or liability is expected to be realized or settled. Deferred income tax

expenses or benefits are based on the changes in the asset or liability each

period. If available evidence suggests that it is more likely than not that

some portion or all of the deferred tax assets will not be realized, a

valuation allowance is required to reduce the deferred tax assets to the amount

that is more likely than not to be realized. Future changes in such valuation

allowance are included in the provision for deferred income taxes in the period

of change.

Deferred income taxes may arise from temporary differences resulting from

income and expense items reported for financial accounting and tax purposes in

different periods. Deferred taxes are classified as current or non-current,

depending on the classification of assets and liabilities to which they relate.

Deferred taxes arising from temporary differences that are not related to an

asset or liability are classified as current or non-current depending on the

periods in which the temporary differences are expected to reverse.

Recent pronouncements

---------------------

The FASB recently issued Statement No. 137, "Accounting for Derivative

Instruments and Hedging Activities-Deferral of Effective Date of FASB Statement

No. 133". The Statement defers for one year the effective date of FASB

Statement No. 133, "Accounting for Derivative Instruments and Hedging

Activities". The rule now will apply to all fiscal quarters of all fiscal

years beginning after June 15, 2000. In June 1998, the FASB issued SFAS No.

133, "Accounting for Derivative Instruments and Hedging Activities." The

Statement will require the company to recognize all derivatives on the balance

sheet at fair value. Derivatives that are not hedges must be adjusted to fair

value through income, if the derivative is a hedge, depending on the nature of

the hedge, changes in the fair value of derivatives will either be offset

against the change in fair value of the hedged assets, liabilities, or firm

commitments through earnings or recognized in other comprehensive income until

the hedged item is recognized in earnings. The ineffective portion of a

derivative's change in fair value will be immediately recognized in earnings.

The company does not expect SFAS No. 133 to have a material impact on earning s

and financial position.

In December 1999, the Securities and Exchange Commission released Staff

Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB

No. 101), which provides guidance on the recognition, presentation and

disclosure of revenue in financial statements. SAB No. 101 did not impact the

company's revenue recognition policies.

F-8

<PAGE>

PINOAK, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES

Year-end

--------

The Company has selected December 31 as its year-end.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using the generally accepted

accounting principles applicable to a going concern, which contemplates the

realization of assets and liquidation of liabilities in the normal course of

business. However, the Company has not commenced its planned principal

operations and it has not generated any revenues. In order to obtain the

necessary capital, the Company intends to raise funds via an offering of its

securities registered with the US Securities and Exchange Commission. The

Company is dependent upon its ability to secure equity and/or debt financing

and there are no assurances that the Company will be successful, without

sufficient financing it would be unlikely for the Company to continue as a

going concern.

NOTE 3 - INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting

Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"), which

requires use of the liability method. SFAS No. 109 provides that deferred

tax assets and liabilities are recorded based on the differences between the

tax bases of assets and liabilities and their carrying amounts for financial

reporting purposes, referred to as temporary differences. Deferred tax assets

and liabilities at the end of each period are determined using the currently

enacted tax rates applied to taxable income in the periods in which the

deferred tax assets and liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount computed by applying the

statutory federal income tax rate to income before provision for income taxes.

The sources and tax effects of the differences are as follows:

U.S federal statutory rate (34.0%)

Valuation reserve 34.0%

======

Total -%

As of December 31, 2001, the Company has a net operating loss carryforward of

approximately $2,800 for tax purposes, which will be available to offset

future taxable income. If not used, this carryforward will expire in

2020. The deferred tax asset relating to the operating loss carryforward has

been fully reserved at December 31, 2001.

F-9

<PAGE>

PINOAK, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company does not lease or rent any property. Office services are provided

without charge by a director. Such costs are immaterial to the financial

statements and, accordingly, have not been reflected therein. The officers and

directors of the Company are involved in other business activities and may, in

the future, become involved in other business opportunities. If a specific

business opportunity becomes available, such persons may face a conflict in

selecting between the Company and their other business interests. The Company

has not formulated a policy for the resolution of such conflicts.

NOTE 5 - STOCKHOLDERS' EQUITY

The Company is authorized to issue 20,000,000 shares of its $0.001 par value

common stock and 5,000,000 shares of its $0.001 par value preferred stock.

On December 7, 2001, the Company issued 2,000,000 shares of its $.001 par value

common stock for cash of $4,820.

There have been no other issuances of common or preferred stock.

NOTE 6 - WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares

of common stock.

F-10

G. BRAD BECKSTEAD

---------------------------

CERTIFIED PUBLIC ACCOUNTANT

330 E. Warm Springs

Las Vegas, NV 89119

702.257.1984

702.362.0540 (fax)

INDEPENDENT AUDITOR'S REPORT

----------------------------

April 3, 2002

Board of Directors

Pinoak, Inc.

Las Vegas, NV

I have audited the Balance Sheets of Pinoak, Inc.(the "Company") (A Development

Stage Company), as of March 31, 2002 and the related statements of operations

and cash flows for the three-month period ending March 31, 2002 and 2001 and

for the period December 31, 1998 (Date of Inception) to March 31, 2002. These

financial statements are the responsibility of the Company's management. My

responsibility is to express an opinion on these financial statements based