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): April 5, 2006
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)
(480) 984-8446
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(Issuer's telephone number)
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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Section 4 - Matters Related to Accountants and Financial Statements
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Item 4.01 Changes in Registrant's Certifying Accountant
(a) On April 5, 2006, the board of directors of Pinoak, Inc. ("Pinoak" or the
"Registrant") unanimously approved a resolution dismissing Beckstead and Watts,
LLP, as its independent accounting firm for the year ending December 31, 2005.
Beckstead and Watts,LLP conducted audits of the financial statements of
the Registrant for the calendar years ended December 31, 2003, and December 31,
2004. These financial statements accompanied the Registrant's 10-KSB Annual
Report for the year ended December 31, 2004 that was previously filed with the
Securities and Exchange Commission and which is incorporated herein by
reference.
The reports of the Registrant on the financial statements as of and for the
fiscal years ended December 31, 2003 and December 31, 2004, did not contain an
adverse opinion or disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope, or accounting principles, except that Beckstead and
Watts, LLP, issued an explanatory paragraph in its fiscal 2003 and 2004 reports
as to the Registrant's ability to continue as a going concern.
In connection with its audits for the two most recent fiscal years and review
of unaudited financial statements through September 30, 2005 and to April 5,
2006, there have been no disagreements with Beckstead and Watts, LLP on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Beckstead and Watts, LLP would have caused it to make reference
to the subject matter in connection with its report on the Registrant's
financial statements for such years; during the two most recent fiscal years
and through April 5, 2006, there have been no reportable events (as defined in
Regulation S-B Item 304(a)(1)(iv)).
Pinoak provided Beckstead and Watts, LLP with a copy of the above disclosures
and requested that Beckstead and Watts, LLP furnish the Registrant with a letter
addressed to the U. S. Securities and Exchange Commission stating whether it
agrees with the foregoing statements by Pinoak, and, if not, stating the
respects in which it does not agree. A copy of the letter from Beckstead and
Watts, LLP is filed herewith as Exhibit 16.1
(b) Also on April 5, 2006, the Registrant's Board of Directors approved the
appointment of Moore & Associates, Chartered, Certified Public Accountants
Las Vegas, Nevada, as Pinoak's registered independent public accounting
firm.
During the Registrant's two most recent fiscal years and through the date of
this Report on Form 8-K, the Registrant did not consult Moore & Associates,
Chartered with respect to the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Registrant's financial statements, or
any other matters or events listed in Item 304(a)(2) of Regulation S-B.
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Section 9 - Financial Statements and Exhibits
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits
16.1* Letter from Beckstead and Watts, LLP, dated April 10, 2006.
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* this filing
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.
Pinoak, Inc.
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Registrant
By: /s/ Rick Jesky
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Name: Rick Jesky
Title: President/CEO
Dated: April 10, 2006
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Exhibit Index
16.1* Letter from Beckstead and Watts, LLP, dated April 10, 2006.
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*this filing