U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM 10-QSB
(Mark One)
[X] Quarterly report pursuant section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2003
[ ] Transition report pursuant section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from__________to____________
Commission file number: 333-76242
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Pinoak, Inc.
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(Exact name of small business issuer in its charter)
Nevada 86-0983750
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
10801 E. Grove Street, Mesa, AZ 85208
--------------------------------------------------------------------
(Address of principal executive offices)
(480) 984-8446
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Number of shares outstanding of the issuer's classes of common equity, as of
June 30, 2003:
2,000,000 Shares of Common Stock (One Class)
Transitional Small Business Disclosure Format: Yes [ ] No [X]
This document consists of 19 pages, excluding exhibits.
The Exhibit Index is on page 17.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 3
Independent Accountant's Review Report............... 4
Balance Sheet (unaudited)............................ 5
Statements of Operations (unaudited)................. 6
Statements of Cash Flows (unaudited)................. 7
Notes to Financial Statements........................ 8-9
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 10
Item 3. Controls and Procedures.............................. 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 17
Item 2. Changes in Securities and Use of Proceeds............ 17
Item 3. Defaults upon Senior Securities...................... 17
Item 4. Submission of Matters to a Vote
of Security Holders.................................. 17
Item 5. Other Information.................................... 17
Item 6. Exhibits and Reports on Form 8-K..................... 17
Signatures..................................................... 18
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
As prescribed by Item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant
for the six months ended June 30, 2003. The financial statements reflect
all adjustments which are, in the opinion of management, necessary to
a fair statement of the results for the interim period presented. The
unaudited financial statements of registrant for the six months ended
June 30, 2003, follow.
3
Beckstead and Watts, LLP
- ----------------------------
Certified Public Accountants
3340 Wynn Road, Suite B
Las Vegas, NV 89102
702.257.1984
702.362.0540 fax
INDEPENDENT ACCOUNTANTS REVIEW REPORT
July 10, 2003
Board of Directors
Pinoak, Inc.
(a Development Stage Company)
Las Vegas, NV
We have reviewed the accompanying balance sheet of Pinoak, Inc. (a development
stage company) as of June 30, 2003 and the related statements of operations for
the three months and six months ended June 30, 2003 and 2002 and for the period
December 31, 1998 (Inception) to June 30, 2003, and statements of cash flows
for the three months and six months ended June 30, 2003 and 2002 and for the
period December 31, 1998 (Inception) to June 30, 2003. These financial
statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, which will be
performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on my reviews, we are not aware of any material modifications that should
be made to the accompanying financial statements referred to above for them to
be 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 2 to the financial
statements, the Company has had limited operations and has not commenced
planned principal operations. This raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Beckstead and Watts, LLP
- ----------------------------
Beckstead and Watts, LLP
4
Pinoak, Inc.
(a Development Stage Company)
Balance Sheet
Balance Sheet
(unaudited)
June 30,
2003
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Assets
Current assets:
Cash $ 719
Funds held in escrow 59,983
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Total current assets 60,702
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$ 60,702
===========
Liabilities and Stockholders' Equity
Current liabilities
Subscriptions payable $ 59,233
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Stockholders' Equity:
Preferred stock, $0.001 par value, 5,000,000 shares
authorized, zero shares issued and outstanding -
Common stock, $0.001 par value, 20,000,000 shares
authorized, 2,000,000 shares issued and outstanding 2,000
Additional paid-in capital 2,820
(Deficit) accumulated during development stage (3,351)
-----------
1,469
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$ 60,702
===========
The Accompanying Notes are an Integral Part of These Financial Statements.
5
Pinoak, Inc.
(a Development Stage Company)
Statement of Operations
(unaudited)
Statement of Operations
Three Months Ending Six Months Ending December 31, 1998
June 30, June 30, (Inception) to
-------------------- -------------------- June 30,
2003 2002 2003 2002 2003
--------- --------- --------- --------- -----------------
Revenue $ - $ - $ - $ - $ -
--------- --------- --------- --------- --------------
Expenses:
General and
administrative
expenses 30 424 60 454 3,351
--------- --------- --------- --------- --------------
Total expenses 30 424 60 454 3,351
--------- --------- --------- --------- --------------
Net income (loss) $ (30) $ (424) $ (60) $ (454) $ (3,351)
========== ========== ========= ========== ===============
Weighted average
number of common
shares outstanding
- basic and fully
diluted 2,000,000 2,000,000 2,000,000 2,000,000
========= ========= ========= =========
Net income (loss)
per share - basic
and fully diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========= ========= ========= =========
The Accompanying Notes are an Integral Part of These Financial Statements.
6
Pinoak, Inc.
(a Development Stage Company)
Statement of Cash Flows
(unaudited)
Statement of Cash Flows
Six Months Ending December 31, 1998
June 30, (Inception) to
------------------ June 30,
2003 2002 2003
-------- -------- -----------------
Cash flows from operating activities
Net (loss) $ (60) $ (454) $ (3,351)
-------- -------- --------------
Net cash (used) by operating activities (60) (454) (3,351)
-------- -------- --------------
Cash flows from financing activities
Issuance of common stock - - 4,820
(Increase) in funds held in escrow - - (59,983)
Increase in subscriptions - - 59,233
-------- -------- --------------
Net cash provided by financing activities - - 4,070
-------- -------- -------------
Net (decrease) increase in cash (60) (454) 719
Cash - beginning 779 2,013 -
-------- -------- -------------
Cash - ending $ 719 $ 1,559 $ 719
======== ======== =============
Supplemental disclosures:
Interest paid $ - $ - $ -
======== ======== =============
Income taxes paid $ - $ - $ -
======== ======== =============
The Accompanying Notes are an Integral Part of These Financial Statements.
7
Pinoak, Inc.
(a Development Stage Company)
Notes
Note 1 - Basis of Presentation
The consolidated interim financial statements included herein, presented in
accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
consolidated interim financial statements be read in conjunction with the
financial statements of the Company for the year ended December 31, 2002 and
notes thereto included in the Company's 10-KSB annual report. The Company
follows the same accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative of annual
results.
Note 2 - Going concern
These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. As of June 30, 2003, the Company
has not recognized revenue to date and has accumulated operating losses of
approximately $3,351 since inception. The Company's ability to continue as a
going concern is contingent upon the successful completion of additional
financing arrangements and its ability to achieve and maintain profitable
operations. The Company raised a total of $59,983 through a 419 offering to
finance the operating and capital requirements of the Company. As of June 30,
2003 the amount raised was held in escrow and the release of the fund is
contingent upon finding a merger candidate. The funds will be used to further
development of the Company's products, to provide financing for marketing and
promotion, to secure additional property and equipment, and for other working
capital purposes. While the Company is expending its best efforts to achieve
the above plans, there is no assurance that any such activity will generate
funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
8
Pinoak, Inc.
(a Development Stage Company)
Notes
Note 3 - Funds held in escrow and subscriptions payable
On July 24, 2002, the Company closed its 419 offering and collected total cash,
net of offering costs, of $59,233. As of June 30, 2003, the balance of funds
held with an escrow agent totaled $59,983. Under the 419 Rule, the
shareholders can ask to have these monies returned to them if they do not
reconfirm the 419 merger candidate or eighteen months pass without finding a
merger candidate; therefore these funds many or may not be released to the
Company.
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.
9
PINOAK, INC.
PLAN OF OPERATION
The Company intends to seek to acquire assets or shares of an entity
actively engaged in a business that generates revenues, in exchange for its
securities. We have not identified a particular acquisition target and have
not entered into any negotiations regarding such an acquisition. On July 24,
2002, the Company closed its 419 offering and collected total cash, net of
offering costs, of $59,233. As of June 30, 2003, the balance of funds
held with an escrow agent totaled $59,983. Under the 419 Rule, the
shareholders can ask to have these monies returned to them if they do not
reconfirm the 419 merger candidate or eighteen months pass without finding
a merger candidate; therefore these funds may or may not be released to the
Company. Our sole officer and director has begun seeking an acquisition or
merger between the Company and such other company. As of June 30, 2003,
the Company has yet to identify a merger candidate.
Depending upon the nature of the relevant business opportunity and the
applicable state statutes governing the manner in which the transaction is
structured, the Company's Board of Director expects that it will provide the
Company's shareholders with complete disclosure documentation concerning a
potential business opportunity and the structure of the proposed business
combination prior to consummation. Such disclosure is expected to be in the
form of a proxy or information statement.
Due to the Company's intent to remain a shell corporation until a merger
or acquisition candidate is identified, it is anticipated that its cash
requirements shall be minimal, and that all necessary capital, to the extent
required, will be provided by the Company's sole officer/director. The
Company does not anticipate that it will have to raise capital in the next
twelve months. The Company also does not expect to acquire any plant or
significant equipment.
Our initial offering was a so-called "blank check" offering due to
the fact that we are a development stage company that has no specific business
plan or purpose and we indicated that our business plan or purpose was to
merge with or be acquired by an unidentified company.
The Company has yet to formally identify a merger candidate. Once a
merger candidate is identified we are required to file a post-effective
amendment to our registration statement on Form SB-2 (File No-333-76242)
detailing the proposed combination and requesting a reconfirmation from
stockholders that purchased shares in its public offering to reconfirm their
election to invest in the Company's shares. The post-effective amendment is
required to contain information about our proposed merger candidate and
its business, including audited financial statements and the proposed use of
the funds to be disbursed from the escrow account.
10
Our reconfirmation offering is subject to Rule 419 under the Securities
Act, and the post-effective amendment will also include the terms of the
reconfirmation offer mandated by Rule 419. Among other things, the fair
market value of the business or assets must represent at least 80% of the
proceeds of our prior offering. For purposes of this blank check offering,
the fair market value of the business or assets to be acquired must be at
least $60,000.
The reconfirmation offer must commence within five business days after
the effective date of the post-effective amendment. Pursuant to Rule 419, the
reconfirmation offer must include the following conditions:
(1) The prospectus contained in the post-effective amendment
will be sent to each investor whose securities are held in the escrow account
within five business days after the effective date of the post-effective
amendment;
(2) 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;
(3) If we do not receive written notification from any
investor within 45 business days following the effective date, the pro-rata
portion of the offering proceeds (without any interest or dividends) held in
the escrow account on such investor's behalf will be returned to the investor
within five business days by first class mail or other equally prompt means;
(4) The acquisition(s) will be consummated only if investors
representing at least 80% of the offering proceeds elect to reconfirm their
investments;
(5) If the business combination has not occurred by October,
25, 2003, 18 months from the date of our Prospectus, the offering proceeds
held in the escrow account shall be returned to all investors on a pro-rata
basis within five business days by first class mail or other equally prompt
means;
(6) Investors who receive their pro rata portion of the
offering proceeds will receive any interest. Investors who elect to remain
investors will not receive any interest when their pro-rata portion of the
offering proceeds is released to us.
Release of Offering Proceeds and Shares from Escrow
The offering proceeds and shares held in escrow may be released to
us and the investors, respectively, after the escrow agent has received a
signed representation from us and any other evidence acceptable by the escrow
agent that:
(1) We have executed a Merger Agreement and that the fair
value of the business represents at least 80% of the offering proceeds
($60,000), and we have filed the required post-effective amendment;
11
(2) The post-effective amendment has been declared effective,
the mandated reconfirmation offer prescribed by Rule 419 has been completed and
we have satisfied all of the prescribed conditions of the reconfirmation offer;
The Company has no full time employees. Our President has agreed to
allocate a portion of his time to the activities of the Company, without
compensation. This officer anticipate that the business plan of the
Company can be implemented by their devoting approximately 15 hours each
per month to the business affairs of the Company and, consequently,
conflicts of interest may arise with respect to the limited time commitment
by such officers. The Company does not expect any significant changes in
the number of employees.
Our officer and director may become involved with other companies who
have a business purpose similar to that of the Company. As a result,
potential conflicts of interest may arise in the future. If such a conflict
does arise and an officer or director of the Company is presented with
business opportunities under circumstances where there may be a doubt as to
whether the opportunity should belong to this "blank check" company.
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation. The Company will not restrict its
search to any specific business, industry, or geographical location and the
Company may participate in a business venture of virtually any kind or nature.
This discussion of the proposed business is purposefully general and is not
meant to be restrictive of the Company's virtually unlimited discretion to
search for and enter into potential business opportunities. Management
anticipates that it may be able to participate in only one potential business
venture because the Company has nominal assets and limited financial resources.
See "Financial Statements." This lack of diversification should be considered
a substantial risk to shareholders of the Company because it will not permit
the Company to offset potential losses from one venture against gains from
another.
The Company may seek a business opportunity with entities that have
recently commenced operations, or that wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
We may acquire assets and establish wholly owned subsidiaries in various
businesses or acquire existing businesses as subsidiaries.
We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.
12
Such perceived benefits may include facilitating or improving the terms on
which additional equity financing may be sought, providing liquidity for
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all
shareholders and other factors. Potentially, available business
opportunities may occur in many different industries and at various stages
of development, all of which will make the task of comparative investigation
and analysis of such business opportunities extremely difficult and complex.
We have, and will continue to have, no capital with which to provide the
owners of business opportunities with any significant cash or other assets.
However, management believes we will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time required to
conduct an initial public offering. The owners of the business opportunities
will, however, incur significant legal and accounting costs in connection
with acquisition of a business opportunity, including the costs of preparing
Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and documents.
The 1934 Act specifically requires that any merger or acquisition candidate
comply with all applicable reporting requirements, which include providing
audited financial statements to be included within the numerous filings
relevant to complying with the 1934 Act. Nevertheless, the officers and
directors of the Company have not conducted market research and are not
aware of statistical data which would support the perceived benefits of a
merger or acquisition transaction for the owners of a business opportunity.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, our sole officer/director of the Company, who is
not a professional business analyst. Management intends to concentrate on
identifying preliminary prospective business opportunities which may be
brought to its attention through present associations of our officers and
directors, or by our shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available
technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and experience
of management services which may be available and the depth of that
management; the potential for further research, development, or exploration;
specific risk factors not now foreseeable but which then may be anticipated
to impact the proposed activities of the Company; the potential for growth or
expansion; the potential for profit; the perceived public recognition of
acceptance of products, services, or trades; name identification; and other
relevant factors. Officers and directors of the Company expect to meet
personally with management and key personnel of the business opportunity as
part of their "due diligence" investigation. To the extent possible, the
Company intends to utilize written reports and personal investigations to
evaluate the above factors. We will not acquire or merge with any company
that cannot provide audited financial statements within a reasonable period
of time after closing of the proposed transaction.
13
Management of the Company, while not especially experienced in matters
relating to the new business of the Company, shall rely upon their own efforts
and, to a much lesser extent, the efforts of our shareholders, in
accomplishing the business purposes of the Company. It is not anticipated
that any outside consultants or advisors, except for our legal counsel and
accountants, will be utilized by the Company to effectuate its business
purposes. However, if we do retain such an outside consultant or advisor,
any cash fee earned by such party will be paid by the prospective merger/
acquisition candidate, as the Company has no cash assets with which to pay
such obligation. We have no contracts or agreements with any outside
consultants and none are contemplated.
We will not restrict our search for any specific kind of firms, but may
acquire a venture that is in its preliminary or development stage or is
already operating. It is impossible to predict at this time the status of
any business in which the Company may become engaged, in that such business
may need to seek additional capital, may desire to have its shares publicly
traded, or may seek other perceived advantages which the Company may offer.
Furthermore, we do not intend to seek capital to finance the operation of
any acquired business opportunity until such time as the Company has
successfully consummated a merger or acquisition.
It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan. Because the Company has no capital
with which to pay these anticipated expenses, present management of the
Company will pay these charges with their personal funds, as interest free
loans to the Company, for a minimum of twelve months from the date of this
registration statement, without seeking reimbursement from the Company. If
additional funding is necessary, management will continue to provide capital
or arrange for additional outside funding. Management has no agreements with
the Company that would impede or prevent consummation of a proposed
transaction. There is no assurance, however, that management will continue
to provide capital indefinitely if a merger candidate cannot be found. If a
merger candidate cannot be found in a reasonable period of time, management
may be required reconsider its business strategy, which could result in
the dissolution of the Company.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, we
may become a party to a merger, consolidation, reorganization, joint venture,
or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of
the Company will no longer be in control of the Company. In addition, our
directors may, as part of the terms of the acquisition transaction, resign
and be replaced by new directors without a vote of the Company's shareholders.
14
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, we may agree to register all or a part
of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can
be no assurance, it will be undertaken by the surviving entity after the
Company has successfully consummated a merger or acquisition and the Company
is no longer considered a "shell" company. Until a merger or acquisition is
consummated, the Company will not attempt to register any additional
securities. The issuance of substantial additional securities and their
potential sale into any trading market which may develop in the Company's
securities may have a depressive effect on the value of the Company's
securities in the future, if such a market develops, of which there is no
assurance.
As part of the Company's "due diligence" investigation, the officer and
director of the Company will meet personally with management and key
personnel, may visit and inspect material facilities, obtain independent
analysis of verification of certain information provided, check references
of management and key personnel, and take other reasonable investigative
measures to the extent of the Company's limited financial resources and
management expertise. The manner in which the Company participates in an
opportunity will depend on the nature of the opportunity, the respective
needs and desires of the Company and other parties, the management of the
opportunity and the relative negotiation strength of the Company and such
other management.
With respect to any merger or acquisition, negotiations with target
company management is expected to focus on the percentage of the Company
which the target company shareholders would acquire in exchange for all of
their shareholdings in the target company. Depending upon, among other
things, the target company's assets and liabilities, the Company's
shareholders will in all likelihood hold a substantially lesser percentage
ownership interest in the Company following any merger or acquisition.
The percentage ownership may be subject to significant reduction in the
event the Company acquires a target company with substantial assets. Any
merger or acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the
Company's then shareholders.
We will participate in a business opportunity only after the negotiation
and execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require some
specific representations and warranties by all of the parties, will specify
certain events of default, will detail the terms of closing and the conditions
that must be satisfied by each of the parties prior to and after such closing,
will outline the manner of bearing costs, including costs associated with the
Company's attorneys and accountants, will set forth remedies on default and
will include miscellaneous other terms.
15
As stated previously, we will not acquire or merge with any entity that
cannot provide independent audited financial statements within a reasonable
period of time after closing of the proposed transaction. The Company is
subject to the reporting requirements of the 1934 Act. Included in these
requirements is the affirmative duty of the Company to file independent
audited financial statements as part of its Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as the Company's audited financial statements included
in its annual report on Form 10-K (or 10-KSB, as applicable). If such
audited financial statements are not available at closing, or within time
parameters necessary to insure the Company's compliance with the requirements
of the 1934 Act, or if the audited financial statements provided do not
conform to the representations made by the candidate to be acquired in the
closing documents, the closing documents will provide that the proposed
transaction will be voidable at the discretion of the present management of
the Company. If such transaction is voided, the agreement will also contain
a provision providing for the acquisition entity to reimburse the Company for
all costs associated with the proposed transaction.
Competition
The Company will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company. In view of the Company's combined extremely limited financial
resources and limited management availability, the Company will continue to
be at a significant competitive disadvantage compared to the Company's
competitors.
Item 3. Controls and Procedures
Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls
and procedures pursuant to Securities Exchange Act Rule 13a-14. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information relating to us (including our
consolidated subsidiaries) required to be included in our periodic SEC filings.
There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
16
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
There is no litigation pending or threatened by or against the Company.
ITEM 2. Changes in Securities and Use of Proceeds
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
During the quarter ended June 30, 2003, no matters were submitted to
the Company's security holders.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Title of Document
-----------------------------------------------
99.1 CEO Certification required under Section 906 of Sarbanes-Oxley Act
of 2002.
99.2 CFO Certification required under Section 906 of Sarbanes-Oxley Act
of 2002.
(b) Reports on Form 8-K
During the quarter ended June 30, 2003, no Current Reports were filed on
Form 8-K.
17
PINOAK, INC.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
PINOAK, INC.
Date: July 14, 2003 By: /s/ Rick Jesky
-------------------------------
Rick Jesky
Chief Executive Officer
18
CERTIFICATION
I, Rick Jesky, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Pinoak,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
July 14, 2003 /s/ Rick Jesky
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Rick Jesky
Chief Executive Officer
Chief Financial Officer
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