UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 26, 2005
Pinoak, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 333-76242 86-0983750
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10801 E. Grove Street, Mesa, AZ 85208
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(Address of principal executive offices) (zip code)
Issuers telephone number: (480) 984-8446
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Not applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.02 Termination of a Material Definitive Agreement
Pinoak, Inc. ("the Registrant") has cancelled its agreement to merge with
Lanzhou Lantong Petro Machinery Forging Company, a Chinese Company, located
in Lanzhou, Gansu, China.
This agreement to merger with Lanzhou Lantong Petro Machinery Forging Company
was contingent upon completion of audited financials conducted in accordance
with the generally accepted accounting principles ("GAAP") of the United States.
Lanzhou Lantong Petro Machinery Forging Company has been unable to produce
audited financials.
The Registrant is subject to reporting requirements under the Exchange Act and
will, therefore, be required to furnish audited financial statements for any
acquisition as required by Rule 3-05(b) of Regulation S-X.
Item 5.02 Departure of Director and Principal Officer
Mr. Kaiming Zhou, a director of Pinoak, Inc. as well as a director of Lanzhou
Lantong Petro Machinery Forging Company has been removed as a director of the
Registrant. The removal was approved by the sole shareholder of Pinoak, Rick
Jesky, who owns all of the Pinoak shares. (See Item 1.02 "Termination of a
Material Definitive Agreement" above.)
Shareholder approval notice concerning Pinoak, Inc., provides approval by
written consent, in lieu of a special meeting, of the holder of a majority of
Pinoak common stock authorizing the removal of Mr. Kaiming Zhou as Director
of the Company. His board seat remains vacant.
The elimination of the need for a special meeting of the shareholders to
approve the Amendment is authorized by Section 78.320 of the Nevada Revised
Statutes, (the "Nevada Law"). This Section provides that the written consent
of the holders of outstanding shares of voting capital stock, having not less
that the minimum number of votes which would be necessary to authorize or take
the action at a meeting at which all shares entitled to vote on a matter were
present and voted, may be substituted for the special meeting.
Further, pursuant to the Company's By-laws, Article III (10) states "Any
director may be removed for cause by the majority vote of the stockholders or
by a majority vote of the Board of Directors. Any director may be removed
without cause by a majority vote of the stockholders."
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
October 26, 2005 PINOAK, INC.
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By: /s/ Rick Jesky
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Rick Jesky
President/CEO
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