AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 2003
REGISTRATION NO. 333-76242
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PINOAK, INC.
(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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Mr. Rick Jesky, President
Pinoak, Inc.
10801 E. Grove Street
Mesa, AZ 85208
Phone: (480) 984-8446
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(Name, address and telephone number of service agent)
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
Approximate date of proposed sale to the public: Not Applicable.
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, as amended, or until the registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
DEREGISTRATION OF SECURITIES
AND
WITHDRAWAL OF REGISTRATION STATEMENT
Pinoak, Inc., a Nevada corporation, filed an Amendment No. 9 to
Registration Statement on Form SB-2 (File No. 333-76242) with the Securities
and Exchange Commission on April 19, 2002. The Amendment No. 9 was declared
effective on April 25, 2002. Pinoak then commenced an offering of its common
stock pursuant to the Amendment No. 9 and Rule 419 of the Securities Act of
1933, as amended. Pinoak sold 2,399,334 shares of its common stock, $0.001
par value per share, at a purchase price of $0.025 per share in the offering.
In accordance with Rule 419(b)(2)(i) and 419(b)(3), Pinoak placed $59,983.35
into an insured escrow account and the shares of Common Stock were also placed
into the escrow account.
Pinoak did not engage in any commercial or other business activities
which generated cash flow after the offering. Pinoak is a "blank check"
company which was formed with the intent of utilizing cash (derived from the
proceeds of the offering), equity, debt or a combination thereof to effect a
business combination with another entity with active business operations.
Pinoak recently determined that it would be unable to consummate a
business combination within the 18 month time period from the date of the
effectiveness of its Registration Statement, as established by Rule
419(e)(2)(iv). As such, the funds in the escrow account were returned to the
investors who purchased Common Stock in the offering. The shares of Common
Stock in the escrow account were returned to Pinoak. In connection with these
activities, Pinoak hereby files this post-effective amendment to remove
from registration all of its shares of Common Stock that were sold in the
offering and to confirm its withdrawal of the Registration Statement.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized the registration
statement to be signed on its behalf by the undersigned, in the City of Mesa,
Arizona, on October 31, 2003.
PINAOK, INC.
By: /s/ Rick Jesky
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Rick Jesky
President
In accordance with the requirements of the Securities Act of 1933, the
registration statement was signed by the following persons in the capacities and
on the dates stated.
/s/ Rick Jesky
- -------------------------------------- Dated: October 31, 2003
Rick Jesky
President
Chief Financial Officer,
Director