UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------------
FORM 8-K/A
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 6, 2005
-----------------
COLLEGE OAK INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 333-116890 30-0226902
- ------------------------------- ------------------------ -------------------
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
20022 Creek Farm
San Antonio, Texas 78259
(Address of Principal Executive Offices, including Zip Code)
(210) 418-5177
(Registrant's telephone number, including area code)
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))
Item 9.01 Financial Statements.
As we previously reported, Coastal Energy Services, Inc. ("Coastal")
merged into us as of April 6, 2005 and we were the surviving company. Included
herein are the financial statements for the fiscal year ended December 31, 2004
and the quarter ended March 31, 2005.
Index to Financial Statements
Page
December 31, 2004 Financial Statements
Report of Independent Registered Public Accounting Firm F-2
Balance Sheet as of December 31, 2004 F-3
Statement of Expenses for the Period from
June 29, 2004 (Inception) Through December 31, 2004 F-4
Statement of Changes in Stockholders' Deficit
for the Period from June 29, 2004 (Inception)
Through December 31, 2004 F-5
Statement of Cash Flows for the Period from
June 29, 2004 (Inception) Through December 31, 2004 F-6
Notes to Financial Statements F-7
March 31, 2005 Interim Financial Information (Unaudited)
Balance Sheet as of March 31, 2005 F-9
Statements of Expenses for the Three Months Ended
March 31, 2005 and for the Period from
June 29, 2004 (Inception) Through December 31, 2004 F-10
Statements of Cash Flows for the Three Months Ended
March 31, 2005 and for the Period from
June 29, 2004 (Inception) Through December 31, 2004 F-11
Notes to Financial Statements F-12
Pro Forma Financial Information (Unaudited)
Pro Forma Condensed Financial Statement F-14
Notes to Pro Forma Condensed Financial Statement F-15
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Coastal Energy Services, Inc.
(A Development Stage Company)
New York, New York
We have audited the accompanying balance sheet of Coastal Energy Services, Inc.
(a development stage company) as of December 31, 2004, and the related
statements of expenses, stockholders' deficit and cash flows for the period from
June 29, 2004 (inception) to December 31, 2004. These financial statements are
the responsibility of Coastal Energy Services, Inc.'s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we 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
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Coastal Energy Services, Inc.
as of December 31, 2004, and the results of its operations and its cash flows
for the period described in conformity with accounting principles generally
accepted in the United States of America.
Malone & Bailey, PC
Houston, Texas
www.malone-bailey.com
June 17, 2005
F-2
COASTAL ENERGY SERVICES, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 2004
ASSETS $ --
========
LIABILITIES & STOCKHOLDERS' DEFICIT
Accounts payable $ 76,463
--------
Total current liabilities 76,463
Note payable 15,844
--------
Total liabilities 92,307
--------
Commitments
STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par, 1,000,000 shares
authorized, none issued and outstanding --
Common stock, $.001 par, 20,000,000 shares
authorized, 200,000 issued and outstanding 200
Additional paid in capital (200)
Deficit accumulated during the development stage (92,307)
--------
Total stockholders' deficit (92,307)
--------
Total liabilities & stockholders' deficit $ --
========
See accompanying summary of accounting policies and notes to financial
statements.
F-3
COASTAL ENERGY SERVICES, INC.
(A Development Stage Company)
STATEMENT OF EXPENSES
Period from June 29, 2004 (Inception)
Through December 31, 2004
Administrative expenses
- Legal expenses $ 89,809
- Other 1,654
- Interest expense 844
--------
Net loss $(92,307)
========
See accompanying summary of accounting policies and notes to financial
statements.
F-4
COASTAL ENERGY SERVICES, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
Period from June 29, 2004 (Inception)
Through December 31, 2004
Deficit
Accumulated
Additional During
Common Stock Paid in Development
Shares $ Capital Stage Totals
------- -------- ---------- ----------- --------
Shares issued
to founders at
inception for
$0.00 per share 200,000 $ 200 $ (200) $ -- $ --
Net loss -- -- -- (92,307) (92,307)
------- -------- -------- -------- --------
Balances at
December 31, 2004 200,000 $ 200 $ (200) $(92,307) $(92,307)
======= ======== ======== ======== ========
See accompanying summary of accounting policies and notes to financial
statements.
F-5
COASTAL ENERGY SERVICES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Period from June 29, 2004 (Inception)
Through December 31, 2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $(92,307)
Adjustments to reconcile net loss
to cash used in operating activities:
Changes in:
Accounts payable and accrued liabilities 77,307
--------
NET CASH USED IN OPERATING ACTIVITIES (15,000)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable 15,000
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES 15,000
--------
NET CHANGE IN CASH --
Cash balance, beginning --
--------
Cash balance, ending $ --
========
See accompanying summary of accounting policies and notes to financial
statements.
F-6
COASTAL ENERGY SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of business. Coastal Energy Services, Inc. ("CES") was incorporated in
the State of Delaware on June 29, 2004. Since inception, has primarily been
involved in conducting business planning and capital-raising activities. CES
intends to engage in the oil and natural gas industry either by making
acquisitions or by participating in strategic joint ventures.
Use of Estimates. In preparing financial statements, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities in
the balance sheet and revenue and expenses in the statement of expenses. Actual
results could differ from those estimates.
Cash and Cash Equivalents. For purposes of the statement of cash flows,
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.
Revenue Recognition. recognizes revenue when persuasive evidence of an
arrangement exists, services have been rendered, the sales price is fixed or
determinable, and collectibility is reasonably assured. There were no revenues
through December 31, 2004.
Income taxes. recognizes deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. provides a valuation
allowance for deferred tax assets for which it does not consider realization of
such assets to be more likely than not.
Recently issued accounting pronouncements. does not expect the adoption of
recently issued accounting pronouncements to have a significant impact on '
results of operations, financial position or cash flow.
NOTE 2 - INCOME TAXES
At December 31, 2004, deferred tax assets consisted of the following:
Deferred tax assets
Net operating losses $ 19,634
Less: valuation allowance (19,634)
--------
Net deferred tax asset $ --
========
CES has a net operating loss of approximately $92,000 as of December 31, 2004
which can be carried forward 20 years.
NOTE 3 - NOTE PAYABLE
In connection with and in anticipation of its formation, CES' founders borrowed
$15,000, on an unsecured basis, pursuant to a promissory note dated November 15,
2003. The promissory note matures November 15, 2006, bears interest at 5.00%,
and provides for repayment of principal and accrued interest at maturity. CES
may prepay amounts due and outstanding at any time without prepayment penalty.
F-7
NOTE 4 - SUBSEQUENT EVENTS
Proceeds from Convertible Note Subscriptions
Between March 10, 2005 and March 31, 2005, CES received $305,000 of proceeds
from investors for convertible notes (the "Notes") in connection with a private
offering. The Notes are convertible at any time into shares of CES' common stock
at the price of $0.25 per share, accrue interest at the rate of 10% per annum
and mature in twelve months from the date of issuance. Upon conversion,
investors will receive additional shares of common stock equal to 20% of the
face amount of the investors' Notes divided by $0.25. There is no intrinsic
value associated with the conversion feature.
Issuance of Common Stock
On March 28, 2005, CES issued 17,006,000 shares as follows:
o 100,000 shares of common stock for services valued at $0.001 per share, or
$100;
o 875,000 shares of common stock for cash valued at $0.001 per share for a
total of $875;
o 16,031,000 shares of common stock for stock subscriptions receivable
valued at $0.001 per share for a total of $16,031. All cash payments for
the stock subscriptions receivable were received by April 6, 2005.
Immediately following these issuances, CES had 17,206,000 shares of common stock
outstanding.
Stock Option Grant
On April 1, 2005, CES executed a stock option agreement (the "Agreement") with a
non-employee (the "Optionee"). Pursuant to the terms of the Agreement, CES
granted the Optionee an option (the "Option") to purchase up to an aggregate of
500,000 shares of CES' common stock at an exercise price of $0.30 per share. The
Option shall terminate no later than March 31, 2010 and may be exercised in
whole or in part, at any time from and after October 1, 2005.
Merger
On April 6, 2005, CES entered into a Plan and Agreement of Merger (the
"Agreement") with College Oak Investments, Inc. ("COI"). Pursuant to the
Agreement, COI acquired CES in exchange for 17,206,000 shares of COI common
stock. The Agreement provides for the merger of CES with and into COI, whereby
COI is the surviving corporation. The merger was effective on April 6, 2005 (the
"Effective Date"). On the Effective Date, all of the issued and outstanding
shares of common stock of CES were converted into an equal number of shares of
common stock of COI. Following the closing of the merger, the CES shareholders
were holders of 89% of COI's outstanding shares of common stock. As a result,
CES will be treated as the "acquiring" company for financial reporting purposes.
The accounting for the merger will be identical to that resulting from a reverse
acquisition, except that no goodwill or other intangible assets will be
recorded.
F-8
COASTAL ENERGY SERVICES, INC.
(A Development Stage Company)
BALANCE SHEET
March 31, 2005
(unaudited)
ASSETS
Cash $ 305,725
Stock subscriptions receivable 16,031
---------
Total assets $ 321,756
=========
LIABILITIES & STOCKHOLDERS' DEFICIT
Accounts payable and accrued liabilities $ 101,914
---------
Total current liabilities 101,914
Convertible note subscriptions 305,000
Note payable 15,892
---------
Total liabilities 422,806
---------
Commitments
STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par, 1,000,000 shares
authorized, none issued and outstanding --
Common stock, $.001 par, 20,000,000 shares
authorized, 17,206,000 issued and outstanding 17,206
Additional paid in capital (200)
Deficit accumulated during the development stage (118,056)
---------
Total stockholders' deficit (101,050)
---------
Total liabilities & stockholders' deficit $ 321,756
=========
See accompanying summary of accounting policies and notes to financial
statements.
F-9
COASTAL ENERGY SERVICES, INC.
(A Development Stage Company)
STATEMENTS OF EXPENSES
Three Months Ended March 31, 2005 and the
Period from June 29, 2004 (Inception)
Through March 31, 2005
(unaudited)
Three Months Inception
Ended through
March 31, 2005 March 31, 2005
-------------- --------------
Administrative expenses
- Legal expenses $ 25,551 $ 115,360
- Other -- 1,654
- Interest expense 198 1,042
--------- ---------
Net loss $ (25,749) $(118,056)
========= =========
See accompanying summary of accounting policies and notes to financial
statements.
F-10
COASTAL ENERGY SERVICES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2005 and the
Period from June 29, 2004 (Inception)
Through March 31, 2005
(unaudited)
Three Months Inception
Ended through
March 31, 2005 March 31, 2005
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (25,749) $(118,056)
Adjustments to reconcile net loss
to cash used in operating activities:
Stock issued for services 100 100
Changes in:
Increase in accounts payable
and accrued liabilities 25,649 102,956
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES -- (15,000)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable -- 15,000
Payment on note payable (150) (150)
Proceeds from sale of common stock 875 875
Proceeds from convertible note
subscriptions 305,000 305,000
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 305,725 320,725
--------- ---------
NET CHANGE IN CASH 305,725 305,725
Cash balance, beginning -- --
--------- ---------
Cash balance, ending $ 305,725 $ 305,725
========= =========
See accompanying summary of accounting policies and notes to financial
statements.
F-11
COASTAL ENERGY SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
The accompanying unaudited financial statements have been prepared by Coastal
Energy Services, Inc. ("CES") and do not include all information and footnotes
required under generally accepted accounting principles for complete financial
statements. The financial statements have been prepared in conformity with the
accounting principles and practices disclosed in, and should be read in
conjunction with, CES' annual audited financial statements.
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of business. CES was incorporated in the State of Delaware on June 29,
2004. Since inception, CES has primarily been involved in conducting business
planning and capital-raising activities. CES intends to engage in the oil and
natural gas industry either by making acquisitions or by participating in
strategic joint ventures.
Use of Estimates. In preparing financial statements, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities in
the balance sheet and revenue and expenses in the statement of expenses. Actual
results could differ from those estimates.
NOTE 2 - PROCEEDS FROM CONVERTIBLE NOTE SUBSCRIPTIONS
Between March 10, 2005 and March 31, 2005, CES received $305,000 of proceeds
from investors for convertible notes (the "Notes") in connection with a private
offering. The Notes are convertible at any time into shares of CES' common stock
at the price of $0.25 per share, accrue interest at the rate of 10% per annum
and mature in twelve months from the date of issuance. Upon conversion,
investors will receive additional shares of common stock equal to 20% of the
face amount of the investors' Notes divided by $0.25. There is no intrinsic
value associated with the conversion feature. The Notes relating to these note
subscriptions were issued on April 6, 2005.
NOTE 3 - ISSUANCE OF COMMON STOCK
On March 28, 2005, CES issued 17,006,000 shares as follows:
o 100,000 shares of common stock for services valued at $0.001 per share, or
$100;
o 875,000 shares of common stock for cash valued at $0.001 per share for a
total of $875;
o 16,031,000 shares of common stock for stock subscriptions receivable
valued at $0.001 per share for a total of $16,031. All cash payments for
the stock subscriptions receivable were received by April 6, 2005.
Immediately following these issuances, CES had 17,206,000 shares of common stock
outstanding.
F-12
NOTE 4 - SUBSEQUENT EVENTS
Stock Option Grant
On April 1, 2005, CES executed a stock option agreement (the "Agreement") with a
non-employee (the "Optionee"). Pursuant to the terms of the Agreement, CES
granted the Optionee an option (the "Option") to purchase up to an aggregate of
500,000 shares of CES' common stock at an exercise price of $0.30 per share. The
Option shall terminate no later than March 31, 2010 and may be exercised in
whole or in part, at any time from and after October 1, 2005.
Merger
On April 6, 2005, CES entered into a Plan and Agreement of Merger (the
"Agreement") with College Oak Investments, Inc. ("COI"). Pursuant to the
Agreement, COI acquired CES in exchange for 17,206,000 shares of COI common
stock. The Agreement provides for the merger of CES with and into COI, whereby
COI is the surviving corporation. The merger was effective on April 6, 2005 (the
"Effective Date"). On the Effective Date, all of the issued and outstanding
shares of common stock of CES were converted into an equal number of shares of
common stock of COI. Following the closing of the merger, the CES shareholders
were holders of 89% of COI's outstanding shares of common stock. As a result,
CES will be treated as the "acquiring" company for financial reporting purposes.
The accounting for the merger will be identical to that resulting from a reverse
acquisition, except that no goodwill or other intangible assets will be
recorded.
F-13
PRO FORMA CONDENSED FINANCIAL STATEMENT (UNAUDITED)
The following pro forma financial statement has been derived from the financial
statements of College Oak Investments, Inc. ("COI"), at January 31, 2005 and
adjusts such information to give effect to its reverse acquisition by Coastal
Energy Services, Inc. ("CES"), as if the acquisition had occurred at their
respective period-ends as shown. The pro forma financial statement is presented
for informational purposes only and does not purport to be indicative of the
financial condition that would have resulted if the acquisition had been
consummated at either period-end. The pro forma financial statement should be
read in conjunction with the notes thereto and each company's financial
statements and related notes thereto contained herein and in COI's latest
interim report filed with the SEC.
Pro forma Condensed Balance Sheet:
COI CES
January 31, December 31,
2005 2004 Adjustments Pro-Forma
----------- ------------ ----------- ---------
Current Assets
Cash $ 282 $ -- $ -- $ 282
Accounts receivable 9,839 -- -- 9,839
Other 396 -- -- 396
--------- --------- --------- ---------
Total Assets $ 10,517 $ -- $ -- $ 10,517
========= ========= ========= =========
Current Liabilities
Accounts payable $ 39,753 $ 76,463 $ -- $ 116,216
Line of credit 2,500 -- -- 2,500
Note payable -- 15,844 -- 15,844
--------- --------- --------- ---------
Total Liabilities 42,253 92,307 -- 134,560
--------- --------- --------- ---------
Preferred stock, $.001 par,
10,000,000 shares authorized,
none issued and outstanding -- -- -- --
Common stock, $.001 par,
140,000,000 shares authorized,
2,114,000 shares issued
and outstanding 2,114 -- (1) 17,206 19,320
Preferred stock, $.001 par,
1,000,000 shares authorized,
none issued and outstanding -- -- -- --
Common stock, $.001 par,
20,000,000 shares authorized,
200,000 shares issued
and outstanding -- 200 (1) (200) --
Paid in capital 209,286 (200) (1) (17,206) (51,056)
(1) (243,136)
(1) 200
Accumulated deficit (243,136) (92,307) (1) 243,136 (92,307)
--------- --------- --------- ---------
Total stockholders' deficit (31,736) (92,307) -- (124,043)
--------- --------- --------- ---------
Total liabilities and
stockholders' deficit $ 10,517 $ -- $ -- $ 10,517
========= ========= ========= =========
F-14
NOTES TO PRO FROMA CONDENSED FINANCIAL STATEMENT
On April 6, 2005, CES entered into a Plan and Agreement of Merger (the
"Agreement") with College Oak Investments, Inc. ("COI"). Pursuant to the
Agreement, COI acquired CES in exchange for 17,206,000 shares of COI common
stock. The Agreement provides for the merger of CES with and into COI, whereby
COI is the surviving corporation. The merger was effective on April 6, 2005 (the
"Effective Date"). On the Effective Date, all of the issued and outstanding
shares of common stock of CES were converted into an equal number of shares of
common stock of COI. Following the closing of the merger, the CES shareholders
were holders of 89% of COI's outstanding shares of common stock. As a result,
CES will be treated as the "acquiring" company for financial reporting purposes.
The accounting for the merger will be identical to that resulting from a reverse
acquisition, except that no goodwill will be recorded.
Pro forma condensed income statements incorporating COI's income statements for
the prior fiscal year and most recent interim period have not been provided as
they would not be meaningful because the operations of COI, the legal acquirer,
were discontinued as of the Effective Date.
Note to Pro Forma Condensed Balance Sheet:
(1) Issuance of 17,206,000 shares of COI common stock to CES for 100% of CES.
F-15
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.
COLLEGE OAK INVESTMENTS, INC.
DATE: June 20, 2005 By: /s/ Carey G. Birmingham
-----------------------------
Name: Carey G. Birmingham
Title: President