UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-QSB
|X| Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2005
OR
|_| Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from________________to________________
Commission file number 333-116890
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COLLEGE OAK INVESTMENTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 30-0226902
(State or Other Jurisdiction of (I.R.S. Employee
Incorporation or Organization) Identification No.)
20022 Creek Farm
San Antonio, Texas 78259
(Address of principal executive offices) (Zip Code)
(210) 418-5177
(Registrant's Telephone Number, Including Area Code)
April 30
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
----------------
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days: Yes |X| No |_|
The number of shares outstanding of each of the issuer's classes of common
equity, as of August 8, 2005: 19,320,000
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
COLLEGE OAK INVESTMENTS, INC.
(formerly COASTAL ENERGY SERVICES, INC.)
(A Development Stage Company)
BALANCE SHEET
June 30, 2005
(unaudited)
ASSETS
Cash $ 117,883
------------
Total current assets 117,883
Other assets 1,605
------------
Total assets $ 119,488
============
LIABILITIES & STOCKHOLDERS' DEFICIT
Accounts payable and accrued liabilities $ 120,005
Convertible notes, net of discount 166,391
------------
Total current liabilities 286,396
Note payable 16,091
------------
Total liabilities 302,487
Commitments --
STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par value,
10,000,000 shares authorized,
none issued and outstanding --
Common stock, $.001 par value,
140,000,000 shares authorized,
19,320,000 shares issued and outstanding 19,320
Additional paid-in-capital 16,691,365
Deficit accumulated during the development stage (16,893,684)
------------
Total stockholders' deficit (182,999)
------------
Total liabilities & stockholders' deficit $ 119,488
============
See accompanying summary of accounting policies
and notes to financial statements.
COLLEGE OAK INVESTMENTS, INC.
(formerly COASTAL ENERGY SERVICES, INC.)
(A Development Stage Company)
STATEMENTS OF EXPENSES
Three and Six-Month Periods Ended June 30, 2005 and the
Periods from June 29, 2004 (Inception) Through June 30, 2004 and
June 30, 2005
(unaudited)
Three Months Six Months Inception Inception
Ended Ended Through Through
June 30, 2005 June 30, 2005 June 30, 2004 June 30, 2005
------------- ------------- ------------- -------------
General and administrative
expenses $ 256,975 $ 282,426 $ 1,654 $ 373,889
Share based compensation 10,527,500 16,462,694 16,462,694
Interest expense 56,059 56,257 375 57,101
------------ ------------ ------------- ------------
Total expenses 10,840,534 16,801,377 2,029 16,893,684
------------ ------------ ------------- ------------
Net loss $(10,840,534) $(16,801,377) $ (2,029) $(16,893,684)
============ ============ ============= ============
Basic and diluted net loss
per common share $ (0.57) $ (1.68)
============ ============
Weighted average common
shares outstanding 19,180,615 10,024,608
============ ============
See accompanying summary of accounting policies
and notes to financial statements.
COLLEGE OAK INVESTMENTS, INC.
(formerly COASTAL ENERGY SERVICES, INC.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Six-Months Ended June 30, 2005 and the
Periods from June 29, 2004 (Inception) Through June 30, 2004 and
June 30, 2005
(unaudited)
Six Months Inception Inception
Ended Through Through
June 30, 2005 June 30, 2004 June 30, 2005
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(16,801,377) $ (2,029) $(16,893,684)
Adjustments to reconcile net loss to
Cash used in operating activities:
Share based compensation 16,462,694 -- 16,462,694
Amortization of debt discount 47,792 -- 47,792
Changes in:
Increase in accounts payable
and accrued liabilities 42,759 375 120,066
------------ ------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (248,132) (1,654) (263,132)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in joint venture (749) -- (749)
------------ ------------ ------------
NET CASH FLOWS USED IN INVESTING
ACTIVITIES (749) -- (749)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable -- 15,000 15,000
Proceeds from sale of common stock 16,764 -- 16,764
Proceeds from convertible notes 350,000 -- 350,000
------------ ------------ ------------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 366,764 15,000 381,764
------------ ------------ ------------
NET CHANGE IN CASH 117,883 13,346 117,883
Cash balance, beginning of period -- -- --
------------ ------------ ------------
Cash balance, end of period $ 117,883 $ 13,346 $ 117,883
============ ============ ============
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest $ -- $ -- $ --
Cash paid for income taxes $ -- $ -- $ --
See accompanying summary of accounting policies
and notes to financial statements.
COLLEGE OAK INVESTMENTS, INC.
(formerly COASTAL ENERGY SERVICES, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of College Oak
Investments, Inc. (formerly Coastal Energy Services, Inc.) have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission, and should be
read in conjunction with Coastal's audited 2004 annual financial statements and
notes thereto contained in College Oak's Form 8-K/A. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements,
which would substantially duplicate the disclosure contained in Coastal's
audited 2004 annual financial statements, as reported in College Oak's Form
8-K/A, have been omitted.
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 statements of income and
expenses. Actual results could differ from those estimates.
Stock Compensation. College Oak adopted the disclosure requirements of Financial
Accounting Standard No. 123, Accounting for Stock-Based Compensation FAS No. 123
and FAS No. 148 with respect to pro forma disclosure of compensation expense for
options issued. For purposes of the pro forma disclosures, the fair value of
each option grant is estimated on the grant date using the Black-Scholes
option-pricing model.
College Oak accounts for its employee stock-based compensation plans under
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees. College Oak granted 12,600,000 options to purchase common stock to
employees during the three months ended June 30, 2005. All options vest
immediately, have an exercise price of $0.05 per share and expire 5 years from
the date of grant. College Oak recorded compensation expense of $10,080,000
under the intrinsic value method during the three and six-month periods ended
June 30, 2005.
The following table illustrates the effect on net loss and net loss per share if
College Oak had applied the fair value provisions of FASB Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.
Three Months Ended Six Months Ended
June 30, 2005 June 30, 2005
------------- -------------
Net loss as reported $(10,840,534) $(16,801,377)
Add: stock based
compensation determined
under intrinsic value
based method 10,080,000 10,080,000
Less: stock based
compensation determined
under fair value
based method 10,710,000 10,710,000
------------ ------------
Pro forma net loss $(11,470,534) $(17,431,377)
============ ============
Basic and diluted net loss
per common share:
As reported $ (0.57) $ (1.68)
============ ============
Pro Forma $ (0.60) $ (1.74)
============ ============
The weighted average fair value of the stock options granted during 2005 $0.85.
Variables used in the Black-Scholes option-pricing model include (1) 3.9%
risk-free interest rate, (2) expected option life is the actual remaining life
of the options as of each period end, (3) expected volatility was 553%, and (4)
zero expected dividends.
NOTE 2 - REVERSE MERGER TRANSACTION
On April 6, 2005 (the effective date), College Oak acquired Coastal in exchange
for 17,206,000 shares of College Oak common stock. Coastal was merged with and
into College Oak with College Oak continuing as the surviving entity.
The share issuance resulted in the Coastal shareholders controlling
approximately 89% of College Oak's issued and outstanding shares of common
stock. Consequently, the transaction is being accounted for as a reverse merger
with Coastal being deemed the accounting acquirer. Since the transaction
involved the merger of a private company (Coastal) into a public shell (College
Oak), it is considered to be a capital transaction rather than a purchase
business combination. For financial accounting and reporting purposes, the
historical financial statements of College Oak prior to the effective date have
been restated to be those of Coastal.
NOTE 3 - CONVERTIBLE NOTES
During April 2005, Coastal borrowed $350,000. The notes are convertible at any
time into shares of Coastal's common stock at an effective conversion rate of
$0.21 per share, accrue interest at the rate of 10% per annum and mature in
twelve months from the date of issuance. Based on the effective
conversion rate of $0.21, Coastal has recognized a beneficial conversion feature
on the notes of $231,401 which was recorded as a debt discount. The discount is
being amortized over the life of the Notes. As of June 30, 2005, $47,792 of the
discount had been amortized.
As of the effective date, the notes became convertible into an equal number of
College Oak shares.
NOTE 4 - ISSUANCE OF COMMON STOCK
On March 28, 2005, Coastal issued 17,006,000 shares as follows:
o 100,000 shares of common stock for services valued at $35,000 and is
included in share based compensation; and
o 16,906,000 shares of common stock valued at $5,917,100 for cash
proceeds of $16,906. The $5,900,194 of value in excess of the cash
proceeds received has been charged to expense as share based
compensation;
The value of the shares issued was determined by reference to the closing price
of College Oak's stock on the date of issuance.
NOTE 5 - STOCK OPTION GRANTS
On April 1, 2005, Coastal granted stock options to a non-employee to purchase up
to 500,000 shares of common stock at $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. The fair value of the option was $150,000
and has been fully expensed as share based compensation. As of the effective
date of the merger, the shares available in connection with the option converted
into an equal number of College Oak shares.
On April 29, 2005, College Oak granted stock options to seven persons, five of
which are company directors and/or officers and two of which are non-employees,
to acquire up to 12,950,000 shares of College Oak's common stock. The options
are immediately exercisable at $0.05 per share and will expire on April 28,
2010. The options were granted as an inducement to retain management and for
services rendered to College Oak. The intrinsic value of the options granted to
the employees was $10,080,000 and has been expensed as share based compensation.
The fair value of the options granted to the non-employees was $297,500 and has
been expensed as share based compensation.
Item 2. Management's Plan of Operation.
College Oak Investments, Inc. ("we", "our" or the "Company") was recently
reorganized to engage in the energy industry. Presently, the Company is pursuing
a number of potential acquisitions and/or joint ventures relating to natural gas
and/or oil properties. We are a "shell company" as that term is defined in Rule
405 promulgated under the Securities Act of 1933 and Rule 12b-2 promulgated
under the Securities Exchange Act of 1934 ("Exchange Act"). As such, we are
subject to rules recently adopted by the Securities and Exchange Commission
applicable to shell companies. In particular, upon completion of a merger,
capital stock exchange, asset acquisition or other similar business combination
with a third party (a "Business Combination"), we will be obligated to disclose
on an accelerated basis the same type of information we would be required to
provide in registering a class of securities under the Exchange Act.
Item 3. Controls and Procedures.
Our CEO/CFO, after evaluating the effectiveness of our "disclosure
controls and procedures" (pursuant to the Securities Exchange Act of 1934) as of
the end of the period covered by this quarterly report (the "Evaluation Date"),
has concluded that as of the Evaluation Date, our disclosure controls and
procedures were adequate and designed to ensure that material information
required to be included in our periodic SEC filings is (1) recorded, processed,
summarized and reported, within the time periods specified in the Commission's
rules and forms; and (2) accumulated and communicated to him as appropriate to
allow timely decisions regarding disclosure, except that adjustments were
required by our auditors in their review. We are reviewing our accounting
department procedures to ensure that future adjustments in these areas are not
required. There were no significant changes in our internal control over
financial reporting during the period ended June 30, 2005 that materially
affected, or were reasonably likely to materially affect, our internal control
over financial reporting.
PART II
OTHER INFORMATION
Item 6. Exhibits, List and Reports on Form 8-K.
(a) Exhibits
Exhibit Number Description
-------------- -----------
31.1 Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. 1350, adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, by Chief Executive Officer
32.2 Certification pursuant to 18 U.S.C. 1350, adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, by Chief Financial Officer
(b) Reports on Form 8-K
During the period covered by this Report, we filed Reports on Form 8-K on
each of the following dates: (i) April 7, 2005 (announcing our merger with
Coastal Energy Services), (ii) May 3, 2005 (announcing the issuance of certain
stock options), (iii) June 17, 2005 (announcing the change of our fiscal year
end to December 31) and (iv) June 20, 2005 (filing our audited financial
statements with respect to our merger with Coastal).
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, thereunto duly authorized.
COLLEGE OAK INVESTMENTS, INC.
Date: August 15, 2005 By: /s/ Carey G. Birmingham
-----------------------------------
Name: Carey G. Birmingham
Title: Chief Executive Officer
Date: August 15, 2005 By: /s/ Carey G. Birmingham
-----------------------------------
Name: Carey G. Birmingham
Title: Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
31.1 Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. 1350, adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, by Chief Executive Officer
32.2 Certification pursuant to 18 U.S.C. 1350, adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, by Chief Financial Officer