As filed with the Securities and Exchange Commission on June 25, 2004
Registration No.
-------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------------------
FORM SB-2
Registration Statement
Under the Securities Act of 1933
-----------------------------------
COLLEGE OAK INVESTMENTS, INC.
(Exact name of Registrant as specified in its charter)
NEVADA 233320, 531 30-0226902
--------
(State or other (North American Industry (I.R.S.Employer
jurisdiction Classification System Identification
of incorporation - NAICS) Number)
or organization)
CAREY G. BIRMINGHAM CAREY G. BIRMINGHAM
COLLEGE OAK INVESTMENTS, INC. COLLEGE OAK INVESTMENTS, INC.
16161 COLLEGE OAK, SUITE 101 16161 COLLEGE OAK, SUITE 101
SAN ANTONIO, TEXAS 78249 SAN ANTONIO, TEXAS 78249
(210) 408-6019 (210) 408-6019
(Address, and telephone number (Name, address and telephone number
of principal executive offices) of agent for service)
Copies to:
DAVID M. LOEV
ATTORNEY AT LAW
2777 ALLEN PARKWAY, SUITE 1000
HOUSTON, TEXAS 77019
(713) 524-4110
-----------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE BEING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1)(2) FEE
- ------------------------- ---------- ------------------ ------------------ -----------------
Common Stock to be Resold 234,000 $.001 $234 $.03
- ------------------------- ---------- ------------------ ------------------ -----------------
TOTAL 234,000 $.001 $234 $.03
- ------------------------- ---------- ------------------ ------------------ -----------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) The book value of the common stock, calculated pursuant to Rule 457(f).
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 or until the registration statement shall become effective
on such date as the SEC, acting pursuant to said Section 8(a), may determine.
COLLEGE OAK INVESTMENTS, INC.
RESALE OF 234,000 SHARES OF COMMON STOCK
The selling stockholders listed on page 13 may offer and sell up to
234,000 shares of our common stock under this prospectus for their own account.
Shares offered by the selling stockholders may be sold by one or more of the
following methods:
- ordinary brokerage transactions in which a broker solicits purchases; and
- face to face transactions between the selling stockholders and purchasers
without a broker.
A current prospectus must be in effect at the time of the sale of the
shares of common stock discussed above. We will not receive any proceeds from
the resale of common stock by the selling stockholders. The selling stockholders
will be responsible for any commissions or discounts due to brokers or dealers.
We will pay all of the other offering expenses.
Each selling stockholder or dealer selling the common stock is required to
deliver a current prospectus upon the sale. In addition, for the purposes of
the Securities Act of 1933, selling stockholders may be deemed underwriters.
Therefore, the selling stockholders may be subject to statutory liabilities if
the registration statement, which includes this prospectus, is defective by
virtue of containing a material misstatement or failing to disclose a statement
of material fact. We have not agreed to indemnify any of the selling
stockholders regarding such liability.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY
IF YOU CAN AFFORD A COMPLETE LOSS. WE URGE YOU TO READ THE "RISK FACTORS"
SECTION BEGINNING ON PAGE 5 ALONG WITH THE REST OF THIS PROSPECTUS BEFORE YOU
MAKE YOUR INVESTMENT DECISION.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is , 2004
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TABLE OF CONTENTS
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PAGE
----
Prospectus Summary 4
Summary Financial Data 5
Risk Factors 6
Use of Proceeds 8
Dividend Policy 8
Management Discussion and Analysis of Financial Condition and Results of Operations 8
Business 10
Recent Events 11
Management 11
Certain Transactions and Related Transactions 12
Principal Stockholders 12
Description of Capital Stock 12
Shares Available for Future Sale 12
Plan of Distribution and Selling Stockholders 13
Interest of Named Experts and Counsel 14
Disclosure of Commission Position on Indemnification for Securities Act Liabilities 14
Legal Proceedings 14
Experts 14
Legal Matters 14
Where You Can Find More Information 15
Financial Statements F-1
ABOUT THIS PROSPECTUS
---------------------
You should only rely on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The selling security holders are offering to sell,
and seeking offers to buy, shares of common stock only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of common stock.
This summary highlights selected information contained elsewhere in this
prospectus. To understand this offering fully, you should read the entire
prospectus carefully, including the risk factors and financial statements.
All references to "we," "our," or "us," refer to College Oak Investments,
Inc., a Nevada corporation unless specifically stated otherwise.
PROSPECTUS SUMMARY
------------------
The following summary is qualified in its entirety by the detailed
information appearing elsewhere in this Memorandum. The securities offered
hereby are speculative and involve a high degree of risk. See "Risk Factors."
College Oak Investments, Inc. (the "Company") anticipates providing
full-service real estate development consulting, construction management and
general contracting services and support for small to mid-size commercial
developers and users of commercial buildings. It is anticipated that these
services will include the following:
- Site Selection;
- Financial Pro-forma preparation and analysis;
- Return on Investment and Rate of Return Analysis;
- Design Development;
- Full service Architectural and Engineering Services;
- Construction Management;
- General Contracting;
- Job Supervision;
- Leasing and Property Management; and
- Sale/Leaseback and other Disposition Scenario Analyses.
In addition to the services listed above, in the event we raise
significant capital from conventional sources, the Company intends to purchase
for purposes of speculation raw land and/or oil and gas properties should the
opportunities arise.
Furthermore, the Company may elect to grow by acquisition or merger
with existing companies in related businesses, including, but not limited to
subcontractors, contractors or companies with existing oil and/or gas properties
or contracts.
In addition, it can be anticipated that the Company will enter into
joint ventures with owners/developers for the construction and/or ownership of
commercial properties.
The Company was incorporated in Nevada on February 3, 2004. Our
principal executive offices are located at 16161 College Oak, Suite 101, San
Antonio, Texas, 78249, our telephone number is (210) 408-6019 Ext. 2, and our
fax number is (210) 408-1856.
-4-
SUMMARY FINANCIAL DATA
----------------------
You should read the summary financial information presented below for the
period from February 3, 2004 (inception) through April 30, 2004. We derived the
summary financial information from our audited financial statements appearing
elsewhere in this prospectus. You should read this summary financial
information in conjunction with our plan of operation, financial statements and
related notes to the financial statements, each appearing elsewhere in this
prospectus.
PERIOD FROM FEBRUARY 3, 2004
(INCEPTION) THROUGH APRIL 30,
2004
STATEMENT OF OPERATIONS
DATA:
Revenues $ 0
Administrative Expenses
Cash $ 32,545
Non-cash $ 203,000
Net (Loss) $(235,545)
===========
Balance Sheet Data: As of April 30, 2004
Cash $ 4,809
Working Capital Deficit $ 25,945
Accounts Payable $ 30,754
Deficit accumulated during development stage $(235,545)
-5-
RISK FACTORS
------------
This Memorandum contains certain forward-looking statements. Actual
results could differ materially from those projected in the forward-looking
statements as a result of certain of the risk factors set forth below. The
Shares being offered hereby involve a high degree of risk. Prospective
investors should consider the following risk factors inherent in and affecting
the business of the Company and an investment in the Shares.
FUTURE CAPITAL NEEDS
- ----------------------
Our growth and continued operations could be impaired by limitations
on our access to the capital markets. There can be no assurance that capital
from outside sources will be available, or if such financing is available, it
may involve issuing securities senior to the Shares or equity financings which
are dilutive to holders of the Shares. In addition, in the event we do not
raise additional capital from conventional sources, there is every likelihood
that our growth will be restricted and we may need to scale back or curtail
implementing our business plan.
HAS LIMITED OPERATING HISTORY
- --------------------------------
The Company was formed as a Nevada corporation in February, 2004.
Aside from organizational costs incurred, we have not incurred significant
expenses to date and we have no operating history upon which you may evaluate
our business prospects. The Company's business and prospects must be considered
in light of the risk, expense and difficulties frequently encountered by
companies in early stages of development. If we are unable to effectively
allocate our resources, we may be adversely affected and we may be unable to
execute our strategy.
DEPENDENCE ON CAREY BIRMINGHAM, OUR DIRECTOR AND OFFICER
- ---------------------------------------------------------------
The Company's performance is substantially dependent on the performance of
Carey Birmingham, its sole officer and director. The loss of the services of
Carey Birmingham could have a material adverse effect on our business, results
of operations or financial condition. In addition, the absence of Mr.
Birmingham will force us to seek a replacement who may have less experience or
who may not understand our business as well, or we may not be able to find a
suitable replacement.
INTENSE COMPETITION
- --------------------
The market for development consulting and particularly construction
management and general contracting services is highly competitive. The Company
expects competition to intensify in the future. Numerous well-established
companies are focusing significant resources on providing construction
management and general consulting services that will compete with the Company's
services. There can be no assurance that the Company will be able to compete
successfully or that competitive pressures, including possible downward pressure
on the prices it charges for its products and services, will not adversely
affect its business, results of operations and financial condition.
MANAGEMENT OF GROWTH
- ----------------------
If successful in raising additional capital and implementing our business
plan, the Company's growth is expected to place a significant strain on the
Company's managerial, operational and financial resources as Carey Birmingham is
our only employee. Further, as the Company receives contracts, the Company will
be required to manage multiple relationships with various customers and other
third parties. These requirements will be exacerbated in the event of further
growth of the Company or in the number of its contracts. There can be no
assurance that the Company's systems, procedures or controls will be adequate to
support the Company's operations or that the Company will be able to achieve the
rapid execution necessary to successfully offer its services and implement its
business plan. The Company's future operating results will also depend on its
ability to add additional personnel commensurate with the growth of its
business. If the Company is unable to manage growth effectively, the Company's
business, results of operations and financial condition will be adversely
affected.
-6-
OUR EXECUTIVE OFFICER MAY SIGNIFICANTLY INFLUENCE MATTERS TO BE VOTED ON
- ------------------------------------------------------------------------
The Company's executive officer and director, along with its co-founder
David Loev, control 89% of our outstanding Common Stock. Accordingly, the
Company's executive officer and co-founder possess significant influence over
the Company on matters submitted to the stockholders for approval, including the
election of directors, mergers, consolidations, the sale of all or substantially
all of our assets, and also the power to prevent or cause a change in control.
RISK OF OPENING PRICE UPON BECOMING PUBLICLY TRADED; LACK O LIQUIDITY
- ----------------------------------------------------------------------
There can be no assurance of what price the shares of our Company will
open, or whether there will be any trading activity at all for the registered
shares. As such, shareholders should be aware of the long-term illiquid nature
of their investment.
LACK OF CASH DIVIDENDS
- -------------------------
The Company has paid no cash dividends on its Common Stock to date and it
is not anticipated that any cash dividends will be paid to holders of the
Company's Common Stock in the foreseeable future. While the Company's dividend
policy will be based on the operating results and capital needs of the business,
it is anticipated that any earnings will be retained to finance the future
expansion of the Company.
LIMITATION ON REMEDIES; INDEMNIFICATION
- ------------------------------------------
The Company's Bylaws provide that the officers and directors will only be
liable to the Company for acts or omissions that constitute actual fraud, gross
negligence or willful and wanton misconduct. Thus, the Company may be prevented
from recovering damages for certain alleged errors or omissions by the officers
and directors for liabilities incurred in connection with their good faith acts
for the Company. Such an indemnification payment might deplete the Company's
assets. Stockholders who have questions respecting the fiduciary obligations of
the officers and directors of the Company should consult with independent legal
counsel. It is the position of the Securities and Exchange Commission that
exculpation from and indemnification for liabilities arising under the 1933 Act
and the rules and regulations thereunder is against public policy and therefore
unenforceable. See "Management".
You should carefully consider the above risk factors and warnings before
making an investment decision. The risks described above are not the only ones
facing us. Additional risks that we do not yet know of or that we currently
think are not material may also have an adverse effect on our business
operations. If any of those risks or any of the risks described above actually
occur, our business could be adversely affected. In that case, the price of our
common stock could decline, and you could lose all or part of your investment.
You should also refer to the other information set forth or incorporated by
reference in this prospectus.
FORWARD-LOOKING STATEMENTS
--------------------------
This Memorandum includes forward-looking statements within the meaning of
Section 27A of the Securities Act, and Section 21E of the Securities Exchange
Act. We have based these forward-looking statements on our current expectations
and projections about future events. These forward-looking statements are
subject to known and unknown risks, uncertainties and assumptions about us that
may affect our actual results, levels of activity, performance, or achievements
expressed or implied by such forward-looking statements. These factors are
discussed in the "Risk Factors" section beginning on page 5 of this Memorandum.
In some cases you can identify forward-looking statements by terminology such as
"may", "will", "should", "could", "would", "expect", "plan", "anticipate",
"believe", "estimate", "continue", or the negative of such terms or other
similar expressions. All forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by the
cautionary statements included in this Memorandum. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this
Memorandum might not occur.
-7-
USE OF PROCEEDS
-----------------
We will not receive any proceeds from the resale of common stock.
DIVIDEND POLICY
---------------
We have not in the past paid any dividends on our equity securities
and anticipate that we will retain any future earnings for use in the expansion
and operation of our business. We do not anticipate paying any cash dividends
in the foreseeable future. Any determination to pay dividends will depend upon
our financial condition, results of operations and capital requirements.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The following discussion should be read in conjunction with our financial
statements.
GENERAL
College Oak Investments, Inc. is a development stage company with a limited
operating history. Our fiscal year ends April 30.
Since inception, we have utilized funds obtained primarily through private
placements to develop our business. Accordingly, we have recorded no revenues
and have incurred net losses from operations totaling approximately $($235,545)
from inception through April 30, 2004.
Our current cash forecast indicates that there will be negative cash flow
from operations through the fiscal year ended April 30, 2005. We will need to
seek short-term and long-term debt or equity financing sufficient to fund
projected working capital and marketing needs. However, we can provide no
assurance that we will be successful in raising funds, that the amount and terms
of any financing will be acceptable, or that profits from our services or
investments in fiscal year 2005 will be sufficient to fund our working capital
and marketing expenditure requirements. Failure to obtain sufficient funding
will adversely impact our financial position.
The following discussion should be read in conjunction with our financial
statements.
We are a development stage company with a limited operating history. We
were incorporated in February 2004, but have conducted limited business
operations as we have had limited cash and assets. Since inception, we have
concentrated on marketing our services. As of April 30, 2004, we have generated
no revenues. There exists limited historic operations with respect to our
operations. The financial information contained in this prospectus is for the
audited period from February 3, 2004 (inception) through April 30, 2004.
Our externally generated cash flows from operations have been and continue
to be insufficient for our cash needs. It is expected that we will generate
revenues from operations in the foreseeable future, but there is no assurance as
to the period of time that revenues will be sufficient to cover cash
requirements. We will likely rely on external financing to supplement our
operations.
-8-
Plan of Operations
Management anticipates a need for approximately $50,000 to meet our needs
for working capital, capital expenditures and business development for the next
twelve months. We have been utilizing our resources in an effort to become a
publicly traded entity. We have no specific commitments with respect to
financing and there is no assurance that we will be successful in any such
effort.
Product Research and Development
- -----------------------------------
There is no planned product research and development in the foreseeable
future.
Planned purchase of plant and/or equipment
- -----------------------------------------------
There is no planned purchase of plant or equipment in the next 12
months, but it can be anticipated that, by the nature of our business, we may
need to acquire various pieces of construction equipment or tools in the
future.
Planned significant changes in number of employees
- --------------------------------------------------------
None
RESULTS OF OPERATIONS
For the period from February 3, 2004 (Inception) through April 30, 2004
We had no revenue for the period from February 3, 2004 through April 30,
2004.
General and administrative expenses consisted of cash items of $32,545,
which were for start up expenses, including accrued legal fees of $30,000 In
addition, we incurred non-cash expenses of $203,000 which consisted of stock
issued for services.
Net loss totaled ($235,545) for the period from February 3, 2004 through
April 30, 2004.
Liquidity And Capital Resources.
- -----------------------------------
OVERVIEW
--------
Our cash position was $4,809 as of April 30, 2004. Working capital at
April 30, 2004 was negative at $25,945.
Our current cash forecasts indicate that there will be negative cash flow
from operations for the foreseeable future.
If we are unable to raise additional capital from conventional sources,
including lines of credit and additional sale of additional stock, we may be
forced to curtail or cease our operations. Even if we are able to continue our
operations, the failure to obtain financing could have a substantial adverse
effect on our business and financial results. We have no commitment from our
officer and director or any of our shareholders to supplement our operations or
provide us with financing in the future.
In the future, we may be required to seek additional capital by selling
debt or equity securities, curtailing operations, selling assets, or otherwise
be required to bring cash flows in balance when it approaches a condition of
cash insufficiency. The sale of additional equity securities, if accomplished,
may result in dilution to our shareholders. We cannot assure you, however, that
financing will be available in amounts or on terms acceptable to us, or at all.
-9-
BUSINESS
--------
OVERVIEW
- --------
In the event College Oak Investments, Inc. (the "Company") can raise
additional capital, we anticipate providing full-service development consulting,
construction management and general contracting services and support for small
to mid-size commercial developers and users of commercial buildings and various
types of raw land for speculation and development. We anticipate these services
to include the following:
- Site Selection;
- Financial Pro-forma preparation and analysis;
- Return on Investment and Rate of Return Analysis;
- Design Development;
- Full service Architectural and Engineering Services;
- Construction Management;
- General Contracting;
- Job Supervision;
- Leasing and Property Management;
- Sale/Leaseback and other Disposition Scenario Analyses; and
- Sale Negotiation and Brokerage.
- Raw Land, including oil and gas properties, for acquisition, sale an/or
development.
Furthermore, if we can raise additional capital from conventional sources,
we may elect to grow by acquisition or merger with existing companies in
related businesses, including but not limited to subcontractors, contractors,
construction management firms, finance or operating development companies.
In addition, it can be anticipated that the Company will enter into joint
ventures with owners/developers for the construction and/or ownership of
commercial properties.
MARKET NEED
- ------------
We believe that numerous small and mid-size commercial developers have need
from time to time for financial analyses consulting as well as site selection
and analysis and construction assistance, whether construction management or
general contracting. In addition, numerous individuals and companies of all
sizes often have requirements when considering development and construction of
home offices, build-to suit projects or commercial facilities which may combine
income from rental as well as home office use for the developer/owner. Based on
the extensive experience of its executive, Mr. Birmingham, and its consultants,
Mr. Alkire and Mr. Yount, and their knowledge of contacts and the market, the
Company believes it can offer an immediate presence to San Antonio-based
companies who seek such development consulting and/or construction consulting
services.
The Company's principal business activity will consist of providing a full
range of real estate development and construction services to individuals or
companies seeking to develop or build small (3,000 square foot) to mid-size
(25,000-35,000 square foot) commercial buildings. This entire process could
begin with site selection for a client and go all the way through actual
construction, lease-up and management of the facility. While the initial
emphasis of the Company will be to seek out small and mid-size users, it will
not limit itself to this niche. As opportunities develop, the Company may seek
out larger projects and joint ventures as time and business progress.
-10-
Construction consulting is a highly competitive business in which companies
of all sizes strive to attract new clients or additional assignments from
existing clients. Competition for new business is difficult as large
construction management companies and general contractors have tremendous
resources, both monetary and with personnel, to attract new clients. The Company
believes that its general pricing of cost of construction plus a fee ranging
from .5% to 10% will be very competitive and it expects to offer excellent
service.
It is anticipated that the agreements between the Company and most of its
clients will be terminable by either the Company or the client upon mutually
agreed notice, as is the custom in the industry. The Company anticipates being
engaged on a project by project basis and will accept engagements generally on a
cost of construction plus a flat fee of from .5% to 10% or on an hourly basis or
flat fee arrangement. We may also seek equity ownership positions in
development projects for cash and/or reduction of cash fees. The Company may
also engage consultants as independent contractors to assist it on various
projects on an as needed basis.
As is generally the case in the construction industry, the Company's
business is expected to be seasonal and will fluctuate with the general economy
and real estate markets. The diverse aspect of the Company's business plan can
be expected to ameliorate these fluctuations to a degree.
RECENT EVENTS
-------------
QUADK BUILDING
---------------
On June 9, 2004 we entered into a General Contracting and Construction
Management Contract with QuadK, LLC, a Texas Limited Liability Company for the
construction of a new 3,600 square foot office building in San Antonio, Texas.
The Contract includes a fee for our services of approximately 5% of the
construction cost, or approximately $12,400. We plan to rely heavily on our
shareholder and consultant Jay Alkire in carrying out this contract.
MANAGEMENT
----------
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth our director and officer and his age and
position:
NAME AGE POSITION
- ---- --- --------
Carey G. Birmingham 48 President and Chief Executive Officer
Carey Birmingham has served as our President and Director since inception
in February 2004. As President and Director for College Oak Investments, Inc.,
Mr. Birmingham is responsible for our long-term strategic planning and all
day-to-day administrative activities, including marketing, finance, profit and
loss responsibility, building strategic alliances and developing sales. In
addition, Mr. Birmingham brings his extensive 20-year experience in all aspects
of commercial real estate in assisting clients and negotiating contracts. Up
until March 19, 2004, Mr. Birmingham also served as Executive Vice President
and Director of International Test Systems, Inc., a public company and
manufacturer of automated test equipment for electronic printed circuit boards.
During the past 20 years, in addition to his work in venture capital and
individual investments, Mr. Birmingham has served in various capacities. From
March 1982 through April 1984, Mr. Birmingham served as Asset Manager and Sr.
Asset Manager of commercial real estate for New York Life Insurance. Mr.
Birmingham served as a Vice President of Commercial Real Estate for Unicorp
American Corporation and Executive Vice President for Unicorp Property
Management, a company subsidiary, from May 1984 through November 1989. Mr.
Birmingham served as a Portfolio Director, Commercial Real Estate, for United
Services Automobile Association (USAA) from 1990 through part of 1992. In
addition, Mr. Birmingham served as a real estate consultant for Fidelity Mutual
Life Insurance and Mutual Benefit Life from 1992 through 1994. Mr. Birmingham
has been responsible for the asset and real property management of real estate
portfolios valued in excess of $250 Million at New York Life, $300-$400 Million
at Unicorp American, $200-$300 Million at USAA and approximately $300 -$400
million at Fidelity and Mutual Benefit Life. During his tenure with these
companies, Mr. Birmingham generated gross sales proceeds of over $700 million
from the sale of real estate properties. Mr. Birmingham received a BA degree
from New York University in 1980.
-11-
EXECUTIVE COMPENSATION
----------------------
Mr. Birmingham has not received a salary. It is anticipated that he will
not receive a salary until the Company obtains a minimum of $250,000 in
revenues.
LIMITATION OF DIRECTORS' LIABILITY
Our Articles of Incorporation eliminate, to the fullest extent permitted by
the Nevada General Corporation Law, the personal liability of our directors for
monetary damages for breaches of fiduciary duty by such directors. However, our
Articles of Incorporation do not provide for the elimination of or any
limitation on the personal liability of a director for (i) acts or omissions
which involve intentional misconduct, fraud or a knowing violation of the law,
or (ii) unlawful corporate distributions. This provision of the Articles of
Incorporation will limit the remedies available to the stockholder who is
dissatisfied with a decision of the board of directors protected by this
provision; such stockholder's only remedy may be to bring a suit to prevent the
action of the board. This remedy may not be effective in many situations,
because stockholders are often unaware of a transaction or an event prior to
board action in respect of such transaction or event. In these cases, our
stockholders could be injured by a board's decision and have no effective
remedy.
CERTAIN TRANSACTIONSAND RELATED TRANSACTIONS
--------------------------------------------
In February 2004, we issued an aggregate of 2,030,000 shares of common
stock to certain founders for nominal consideration in connection with our
formation as follows:
In January 2004, we issued 880,000 shares of common stock to Carey G.
Birmingham in consideration for services rendered.
In January 2004, we issued 1,000,000 shares of common stock to David Loev
in consideration for services rendered. In January 2004, the Company committed
to pay Mr. Loev an additional $30,000.00 for legal fees associated with this
Registration Statement.
In January 2004, we issued 50,000 shares of common stock to David W. Mooney
in consideration for consulting services rendered.
In January 2004, we issued 50,000 shares of common stock to Jay Alkire in
consideration for consulting services rendered.
In January 2004, we issued 50,000 shares of common stock to H. Alex Yount
in consideration for consulting services rendered.
PRINCIPAL STOCKHOLDERS
-----------------------
The table below sets forth, as of June 25, 2004, the beneficial ownership
of common stock of our directors, officers, and holders of five percent or more
of our common stock, and the officers and directors as a group.
NUMBER OF SHARES OF
NAME AND ADDRESS COMMON STOCK
OF BENEFICIAL OWNERS BENEFICIALLY OWNED PERCENTAGE OF OWNERSHIP
- -------------------- ------------------ -----------------------
Carey G. Birmingham(1) 882,000 41.7%
16161 College Oak, S. 101
San Antonio, TX 78249
David M. Loev 1,000,000 47.66%
2777 Allen Parkway
Suite 1000
Houston, TX 77019
All officers and directors 882,000 41.7%
as a group (1) person
(1) Includes 2,000 shares held of record by BFP Texas, Ltd., a Texas Limited
Partnership, of which Mr. Birmingham owns, via a trust, 5.26% and is co trustee
of the General Partner, the Janet Birmingham Inter Vivos Trust.
DESCRIPTION OF CAPITAL STOCK
----------------------------
COMMON STOCK
We are authorized to issue up to 150 million total, with 10 million
preferred and the balance shares of common stock. As of June 18, 2004,
there were 2,114,000 shares of common stock issued and outstanding,
The holders of shares of common stock are entitled to one vote per share on
each matter submitted to a vote of stockholders. In the event of liquidation,
holders of common stock are entitled to share ratably in the distribution of
assets remaining after payment of liabilities, if any. Holders of common stock
have no cumulative voting rights, and, accordingly, the holders of a majority of
the outstanding shares have the ability to elect all of the directors. Holders
of common stock have no preemptive or other rights to subscribe for shares.
Holders of common stock are entitled to such dividends as may be declared by the
board of directors out of funds legally available therefor. The outstanding
common stock is validly issued, fully paid and non-assessable.
PREFERRED STOCK
We are authorized to issue of up to 10,000,000 shares of preferred stock.
We have no present plans for the issuance of such preferred stock. The issuance
of such preferred stock could adversely affect the rights of the holders of
common stock and, therefore, reduce the value of the common stock. In addition,
the issuance of preferred stock, while providing desirable flexibility in
connection with possible acquisitions, financings, and other corporate purposes,
could have the effect of making it more difficult or discouraging a third party
from acquiring a controlling interest in us. In many cases, shareholders
receive a premium for their shares in a change of control, and these provisions
will make it somewhat less likely that a change in control will occur or that
shareholders will receive a premium for their shares if a change of control does
occur.
SHARES AVAILABLE FOR FUTURE SALE
------------------------------------
Upon the date of this prospectus, there are 2,114,000 shares of common
stock issued and outstanding. Upon the effectiveness of this registration
statement, the 234,000 shares of common stock to be resold pursuant to this
prospectus will be eligible for immediate resale in the public market if and
when any market for the common stock develops.
The remaining 1,880,000 shares of common stock outstanding will be subject
to the resale provisions of Rule 144. Sales of shares of common stock in the
public markets may have an adverse effect on prevailing market prices for the
common stock.
Rule 144 governs resale of "restricted securities" for the account of
any person (other than an issuer), and restricted and unrestricted securities
for the account of an "affiliate" of the issuer. Restricted securities
generally include any securities acquired directly or indirectly from an issuer
or its affiliates which were not issued or sold in connection with a public
offering registered under the Securities Act. An affiliate of the issuer is any
person who directly or indirectly controls, is controlled by, or is under common
control with, the issuer. Affiliates of the company may include its directors,
executive officers, and persons directly or indirectly owning 10% or more of the
outstanding common stock. Under Rule 144 unregistered resales of restricted
common stock cannot be made until it has been held for one year from the later
of its acquisition from the company or an affiliate of the company. Thereafter,
shares of common stock may be resold without registration subject to Rule 144's
volume limitation, aggregation, broker transaction, notice filing requirements,
and requirements concerning publicly available information about the company
("Applicable Requirements"). Resales by the company's affiliates of restricted
and unrestricted common stock are subject to the Applicable Requirements. The
volume limitations provide that a person (or persons who must aggregate their
sales) cannot, within any three-month period, sell more than the greater of one
percent of the then outstanding shares, or the average weekly reported trading
volume during the four calendar weeks preceding each such sale. A non-affiliate
may resell restricted common stock which has been held for two years free of the
Applicable Requirements.
-12-
PLAN OF DISTRIBUTION AND SELLING STOCKHOLDERS
---------------------------------------------
This prospectus relates to the resale of 234,000 shares of common
stock by the selling stockholders. The table below sets forth information with
respect to the resale of shares of common stock by the selling stockholders. We
will not receive any proceeds from the resale of common stock by the selling
stockholders for shares currently outstanding.
RESALE OF COMMON STOCK BY SELLING STOCKHOLDERS
SHARES CURRENTLY OUTSTANDING
STOCKHOLDER SHARES BENEFICIALLY AMOUNT OFFERED SHARES
OWNED (ASSUMING ALL SHARES BENEFICIALLY
BEFORE RESALE IMMEDIATELY SOLD) OWNED AFTER
RESALE
Brenda Yount 2,000 2,000 -
Ray Barger 2,000 2,000 -
Lisa Stewart 2,000 2,000 -
Jay Alkire 50,000 50,000 -
Alex Yount 50,000 50,000 -
David Mooney 2,000 2,000 -
David Mooney 50,000 50,000 -
Nina Mooney 2,000 2,000 -
Janet T. Birmingham 2,000 2,000 -
Stephen Birmingham 2,000 2,000 -
Brad Smith 2,000 2,000 -
Harriet Birmingham 2,000 2,000 -
Mark Birmingham 2,000 2,000 -
Stephen Kramer 2,000 2,000 -
Trae O.High 2,000 2,000 -
Dr. Ed Lahniers 2,000 2,000 -
Jennie Loev 2,000 2,000 -
Rafi Sonsino 2,000 2,000 -
Kevin McAdams 2,000 2,000 -
Gwen Carden 2,000 2,000 -
Robert McMahon 2,000 2,000 -
BFP Texas, Ltd. 2,000 2,000 -
Christopher Crumpler 2,000 2,000 -
Christopher Matthews 2,000 2,000 -
Dr. Harold Yount 2,000 2,000 -
Rita Stewart 2,000 2,000 -
Hans Hodell 2,000 2,000
Kwajo M. Sarfoh 2,000 2,000 -
Ali Ahmed, PC (Corp.) 2,000 2,000 -
Jacob Cohen 2,000 2,000 -
Steven Weiss 2,000 2,000 -
Tony Meade 2,000 2,000 -
Chris Ullman 2,000 2,000 -
Robert Moore 2,000 2,000 -
Charlie Butler 2,000 2,000 -
Roberto Berrios 2,000 2,000 -
Geraldine Smith 6,000 6,000 -
Gregorio Inestroza 4,000 4,000 -
Eric Hymowitz 2,000 2,000 -
Brian Harris 2,000 2,000 -
Breitman Family Trust 2,000 2,000 -
Dan Gostylo 2,000 2,000 -
TOTAL 234,000 234,000 -
-13-
The 234,000 shares offered by the selling stockholders may be sold by one
or more of the following methods, without limitation:
- - ordinary brokerage transactions and transactions in which the broker
solicits purchases; and
- - face-to-face transactions between sellers and purchasers without a
broker-dealer. In effecting sales, brokers or dealers engaged by the
selling stockholders may arrange for other brokers or dealers to
participate.
Such brokers or dealers may receive commissions or discounts from the selling
stockholders in amounts to be negotiated. Such brokers and dealers and any
other participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act, in connection with such sales. The selling
stockholder or dealer effecting a transaction in the registered securities,
whether or not participating in a distribution, is required to deliver a
prospectus. As a result of such shares being registered under the Securities
Act, holders who subsequently resell such shares to the public may be deemed to
be underwriters with respect to such shares of common stock for purposes of the
Securities Act with the result that they may be subject to certain statutory
liabilities if the registration statement to which this prospectus relates is
defective by virtue of containing a material misstatement or omitting to
disclose a statement of material fact. We have not agreed to indemnify any of
the selling stockholders regarding such liability.
INTEREST OF NAMED EXPERTS AND COUNSEL
------------------------------------------
David M. Loev, Attorney at Law, owns 1,000,000 Shares of our Common Stock.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
--------------------------------------------------------
SECURITIES ACT LIABILITIES
--------------------------
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
LEGAL PROCEEDINGS
-----------------
None.
EXPERTS
-------
The financial statements of College Oak Investments, Inc., appearing in
this SB-2 Registration Statement have been audited by Malone & Bailey, PLLC,
independent auditors, as set forth in their report thereon appearing elsewhere
herein and are included in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
LEGAL MATTERS
--------------
Certain legal matters with respect to the issuance of shares of common
stock offered hereby will be passed upon by David M. Loev, Attorney at Law,
Houston, Texas.
-14-
WHERE YOU CAN FIND MORE INFORMATION
-----------------------------------
This Memorandum does not contain all of the information with respect to the
various agreements and other documents referred to herein. The delivery of this
Memorandum at any time does not imply that the information contained herein is
correct as of any time subsequent to the date hereof. For further information
with respect to the Company and the Shares, any prospective purchaser should
contact Carey G. Birmingham at 210-408-6019, Ext. 2.
Our fiscal year ends on April 30. We intend to furnish our shareholders
annual reports containing audited financial statements and other appropriate
reports. In addition, we intend to become a reporting company and file annual,
quarterly and current reports, proxy statements, or other information with the
SEC. You may read and copy any reports, statements, or other information we
file at the SEC's public reference room at 450 Fifth Street, N.W., Washington
D.C. 20549. You can request copies of these documents, upon payment of a
duplicating fee by writing to the SEC. Please call the SEC at 1-800-SEC-0330
for further information on the operation of the public reference rooms. Our SEC
filings are also available to the public on the SEC Internet site at
http\\www.sec.gov.
-15-
Financial Statements
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
College Oak Investments, Inc.
(A Development Stage Company)
San Antonio, Texas
We have audited the accompanying balance sheet of College Oak Investments, Inc.,
as of April 30, 2004 and the related statements of expenses, stockholders
deficit, and cash flows for the period from February 3, 2004 (Inception) through
April 30, 2004. These financial statements are the responsibility of College
Oak Investments, Inc. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing 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 College Oak Investments, Inc.,
as of April 30, 2004, and the results of its operations and its cash flows for
the periods described in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that College
Oak will continue as a going concern. As discussed in Note 2 to the financial
statements, College Oak has minimal operations and has a net capital deficiency,
which raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas
May 27, 2004
F-1
COLLEGE OAK INVESTMENTS, INC.
(A Development Stage Company)
BALANCE SHEET
April 30, 2004
ASSETS
Cash $ 4,809
========
LIABILITIES
Accounts Payable $ 30,754
--------
Commitments
STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par, 10,000,000 shares
Authorized, none issued and outstanding -
Common stock, $.001 par, 140,000,000 shares
authorized, 2,096,000 shares issued
and outstanding 2,096
Additional paid in capital 207,504
Deficit accumulated during the development stage (235,545)
--------
TOTAL STOCKHOLDERS' DEFICIT ( 25,945)
--------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 4,809
========
See accompanying summary of accounting policies and notes to financial
statements.
F-2
COLLEGE OAK INVESTMENTS, INC.
(A Development Stage Company)
STATEMENT OF EXPENSES
Period from February 3, 2004 (Inception)
Through April 30, 2004
Administrative expenses
- cash $ 32,545
- non-cash 203,000
---------
Net loss $(235,545)
=========
Basic and diluted net loss per common share $ (0.11)
Weighted average common shares outstanding 2,049,149
See accompanying summary of accounting policies and notes to financial
statements.
F-3
COLLEGE OAK INVESTMENTS, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
Period from February 3, 2004 (Inception)
Through April 30, 2004
Deficit
Accumulated
Additional During
Common Stock Paid in Development
Shares $ Capital Stage Totals
--------- ------ -------- --------- ---------
Shares issued
- -for services at
$.10 per share 2,030,000 $ 2,030 $ 200,970 $ - $ 203,000
- -for cash at $.10
per share 66,000 66 6,534 - 6,600
Net loss - - - (235,545) (235,545)
--------- ------ -------- --------- ---------
Balances, April 30, 2004 2,096,000 $ 2,096 $ 207,504 $ (235,545) $ ( 25,945)
========= ====== ======== ========= =========
See accompanying summary of accounting policies and notes to financial
statements.
F-4
COLLEGE OAK INVESTMENTS
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Period from February 3, 2004 (Inception)
Through April 30, 2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(235,545)
Adjustments to reconcile net loss
to cash used in operating activities:
Stock issued for services 203,000
Changes in:
Accounts payable 30,754
---------
NET CASH USED IN OPERATING ACTIVITIES ( 1,791)
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of stock 6,600
---------
NET CHANGE IN CASH 4,809
Cash balance, beginning -
---------
Cash balance, ending $ 4,809
=========
See accompanying summary of accounting policies and notes to financial
statements.
F-5
COLLEGE OAK INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business. College Oak Investments, Inc. ("COI") was incorporated in
Nevada on February 3, 2004. COI is engaged in general contracting, construction
management, and real estate development.
COI's fiscal year end is April 30th.
Cash and Cash Equivalents. For purposes of the statement of cash flows, COI
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.
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.
Revenue Recognition. COI 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 April 30, 2004.
Income taxes. COI 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. COI provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.
Basic and diluted net loss per share calculations are presented in accordance
with Financial Accounting Standards Statement 128, and are calculated on the
basis of the weighted average number of common shares outstanding during the
year. They include the dilutive effect of common stock equivalents in years
with net income. Basic and diluted loss per share is the same due to the
absence of common stock equivalents.
Recently issued accounting pronouncements. COI does not expect the adoption of
recently issued accounting pronouncements to have a significant impact on COI's
results of operations, financial position or cash flow.
NOTE 2 - GOING CONCERN
As shown in the accompanying financial statements, COI has minimal operations
and has a working capital deficit of $25,945 as of April 30, 2004. These
conditions create an uncertainty as to COI's ability to continue as a going
concern. Management is trying to raise additional capital through sales of its
common stock as well as seeking financing from third parties. The financial
statements do not include any adjustments that might be necessary if COI is
unable to continue as a going concern.
NOTE 3 - COMMON STOCK
In February 2004, COI issued 2,030,000 shares of common stock for services
valued at $.10 per share, or $203,000. COI sold 2,000 shares of common to an
individual for $.10 per share, or $200.
In March 2004, COI sold 32,000 shares of common stock to individuals at $.10 per
share for $3,200.
In April 2004, COI sold 32,000 shares of common stock to individuals at $.10 per
share for $3,200.
F-6
NOTE 4 - INCOME TAXES
Deferred tax assets $ 5,000
Less: valuation allowance (5,000)
--------
Net deferred taxes $ 0
========
COI has a net operating loss of approximately $32,000 as of April 30, 2004 which
can be carried forward 20 years.
NOTE 5 - COMMITMENTS
COI has no lease expense as of April 30, 2004. COI is using office space
provided by a related party on a rent-free, month to month basis.
NOTE 6 - SUBSEQUENT EVENTS
In May 2004, COI sold 16,000 shares of common stock to individuals at $.10 per
share for $1,600.
F-7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
------------------------------------------
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada law authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach of directors' fiduciary duty of care. The articles of
incorporation of College Oak Investments, Inc. limit the liability of its
directors or its stockholders to the fullest extent permitted by Nevada law.
Specifically, directors will not be personally liable for monetary damages for
breach of a director's fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the company or its
stockholders, (ii) for acts or omissions not in good faith that constitute a
breach of duty of the director to the company or an act or omission which
involves intentional misconduct or a knowing violation of law, (iii) for an act
or omission for which the liability of a director is expressly provided by an
applicable statute, or (iv) for any transaction from which the director received
an improper personal benefit, whether the benefit resulted from an action taken
within the scope of the director's office.
The inclusion of this provision in the amended and restated articles of
incorporation may have the effect of reducing the likelihood of derivative
litigation against directors, and may discourage or deter stockholders or
management from bringing a lawsuit against directors for breach of their duty of
care, even though such an action, if successful, might otherwise have benefited
the company and its stockholders.
Our articles of incorporation provide for the indemnification of its
executive officers and directors, and the advancement to them of expenses in
connection with any proceedings and claims, to the fullest extent permitted by
Nevada law. Our articles of incorporation include related provisions meant to
facilitate the indemnities' receipt of such benefits. These provisions cover,
among other things: (i) specification of the method of determining entitlement
to indemnification and the selection of independent counsel that will in some
cases make such determination, (ii) specification of certain time periods by
which certain payments or determinations must be made and actions must be taken,
and (iii) the establishment of certain presumptions in favor of an indemnitee.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the company pursuant
to the foregoing provisions, the company has been informed that, in the opinion
of the SEC, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities being registered. The
expenses shall be paid by the Registrant.
SEC Registration Fee $.03
Printing and Engraving Expenses *
Legal Fees and Expenses 30,000
Accounting Fees and Expenses *
Miscellaneous *
-
TOTAL $.*
===
* To be provided by amendment.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
In February 2004, we issued 2,030,000 shares of our common stock to our
founders for various services rendered. We believe that these transactions were
exempt from registration pursuant to Section 4(2) of the Securities Act as the
recipients had sufficient knowledge and experience in financial and business
matters that they were able to evaluate the merits and risks of an investment in
College Oak, and since the transactions were non-recurring and privately
negotiated.
-16-
Between March 2004 and June 2004, we issued an aggregate of 84,000
shares of our common stock to thirty-nine shareholders for $8,400. We believe
these transactions were exempt from registration pursuant to Rule 506 of
Regulation D.
ITEM 27. EXHIBITS
INDEX TO EXHIBITS
-----------------
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
- ------------
3.1(1) Articles of Incorporation
3.2(1) By-Laws of COI, Inc.
5.1(1) Legal Opinion of Counsel
23.1(1) Consent of Malone & Bailey, PLC
23.2(2) Consent of Counsel (See Exhibit 5.1)
(1) Filed herewith.
(2) Contained in Exhibit 5.1.
ITEM 28. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the Securities
Act;
ii. Reflect in the prospectus any facts or events arising after the
effective date of which, individually or together, represent a fundamental
change in the information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
iii. Include any additional or changed material on the plan of
distribution.
-17-
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) i. That, for the purpose of determining liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4),
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
ii. For determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
-18-
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
-19-
SIGNATURES
----------
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, on the
25th day of June 2004.
COLLEGE OAK INVESTMENTS, INC.
By: /s/ Carey G. Birmingham
---------------------------------
CAREY G. BIRMINGHAM, President
and Chief Executive Officer
This registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
/s/ Carey G. Birmingham
- ------------------------ President and CEO, Director June 25, 2004
CAREY G. BIRMINGHAM
-20-
Exhibit 3.1
DEAN HELLER
SECRETARY OF STATE
206 NORTH CARSON STREET
CARSON CITY, NEVADA 89701-4299
(775) 684-5708
WEBSITE: SECRETARYOFSTATE.BIZ
ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
ABOVE SPACE IS FOR OFFICE USE ONLY
Important. Read attached instructions before completing form.
1. Name of
Corporation: College Oak Investments, Inc.
2. Resident Agent Rita S. Dickson
Name and Street Name
Address: 1161 Ambassador Drive Reno Nevada 89523
Street Address City State Zip Code
PO Box 33894 Reno Nevada 89533
Optional Mailing Address City State Zip Code
3. Shares: Number of Shares Number of Shares
With par value: 150,000,000 Par Value:.001 Without par value: 0
4. Names & Carey G. Birmingham
Addresses Name
Of Board of
Directors 16161 College Oak, Suite 101 San Antonio TX 78249
Street Address City State Zip Code
5. Purpose: The purpose of this corporation shall be:
General Business
6. Names, Address Carey G. Birmingham /s/ Carey G. Birmingham
And Signature of Name Signature
Incorporator.
16161 College Oak, Suite 101 San Antonio TX 78249
Street Address City State Zip Code
7. Certificate of I hereby accept appointment as Resident Agent for the above named corporation.
Acceptance of
Appointment of
Resident Agent /s/ Rita S. Dickson Jan. 26, 2004
Authorized Signature of R.A. on Behalf of R. A. Company Date
Exhibit 3.2
COLLEGE OAK INVESTMENTS, INC.
A NEVADA CORPORATION
BY LAWS
ARTICLE I
PRINCIPAL EXECUTIVE OFFICE
The initial registered office of College Oak Investments, Inc. (the
"Corporation") in the State of Nevada shall be c/o Rita Dickson, Resident Agent,
1161 Ambassador Drive, Reno, NV 89523. The principal executive office and
registered office of College Oak Investments, Inc. (the "Corporation") in the
State of Texas shall be 16161 College Oak, Suite 101 San Antonio, Texas 78249.
The Corporation may also have offices at such other places, within or without
the State of Nevada, as the board of directors shall from time to time
determine.
ARTICLE II
STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS. All annual and special meetings of the
stockholders shall be held at the principal executive office or at such other
place within or without the State of Nevada as the board of directors may
determine and as designated in the notice of such meeting.
SECTION 2. ANNUAL MEETING. A meeting of the stockholders for the election
of directors and for the transaction of any other business shall be held
annually at such date and time as the board of directors may determine.
SECTION 3. SPECIAL MEETINGS. Special meeting of the stockholders for any
purpose or purposes may be called at any time by the board of directors, or by a
committee of the board of directors which as been duly designated by the board
of directors and whose powers and authorities, as provided in a resolution of
the board of directors or in these bylaws, include the power and authority to
call such meetings, or by stockholders owning at least fifty percent (50%) of
the entire voting power of the corporation's capital stock but such special
meetings may not be called by any other person or persons.
SECTION 4. CONDUCT OF MEETINGS. Annual and special meetings shall be
conducted in accordance with these bylaws or as otherwise prescribed by the
board of directors. The chairman or the chief executive officer shall preside at
such meetings.
SECTION 5. NOTICE OF MEETING. Written notice stating the place, day and
time of the meeting and the purpose or purposes for which the meeting is called
shall be mailed by the secretary or the officer performing his duties, not less
than ten days nor more than fifty days before the meeting to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
stockholder at his address as it appears on the stock transfer books or records
as of the record date prescribed in Section 6, with postage thereon prepaid. If
a stockholder be present at a meeting, or in writing waive notice thereof before
or after the meeting, notice of the meeting to such stockholder shall be
unnecessary. When any stockholders' meeting, either annual or special, is
adjourned for thirty days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. It shall not be necessary to give
any notice of the time and place of any meeting adjourned for less than thirty
days or of the business to be transacted at such adjourned meeting, other than
an announcement at the meeting at which such adjournment is taken.
SECTION 6. FIXING OF RECORD DATE. For the purpose of determining
stockholders entitled to notice of or to vote at any stockholders' meeting, or
any adjournment thereof, or stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights, or stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or in order to make a determination of stockholders for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of stockholders. Such date in any case shall be
not more than sixty days, and in case of a stockholders' meeting, not less than
ten days prior to the date on which the particular action, requiring such
determination of stockholders, is to be taken. A determination of stockholders
of record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting. If the board does
not fix a record date and prior action by the board is required by the laws of
the State of Nevada or these Bylaws, the date for determining stockholders for
any of the aforementioned purposes shall be at the close of business on the day
on which the board adopts the resolution taking such prior action. When a
determination of stockholders entitled to vote at any stockholders' meeting has
been made as provided in this section, such determination shall apply to any
adjournment thereof.
SECTION 7. VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares shall make, at least ten days before each
stockholders' meeting, a complete record of the stockholders entitled to vote at
such meeting or any adjournment thereof, with the address of and the number of
shares held by each. The record, for a period of ten days before such meeting,
shall be kept on file at the principal executive office, whether within or
outside the State of Nevada, and shall be subject to inspection by any
stockholder for any purpose germane to the meeting at any time during usual
business hours. Such record shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any stockholder
for any purpose germane to the meeting during the whole time of the meeting. The
original stock transfer books shall be prima facie evidence as to the
stockholders entitled to examine such record or transfer books or to vote at any
stockholders' meeting.
SECTION 8. QUORUM. Except as otherwise provided by law or by the
certificate of incorporation of the Corporation, one-third of the outstanding
shares entitled to vote, represented in person or by proxy, shall constitute a
quorum at a stockholders' meeting. If less than one-fourth of the outstanding
shares are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
SECTION 9. PROXIES. At all stockholders' meetings, a stockholder may vote
by proxy executed in writing by such stockholder or by his duly authorized
attorney in fact. Proxies solicited on behalf of the management shall be voted
as directed by such stockholder or, in the absence of such direction, as
determined by a majority of the board of directors. No proxy shall be valid
after eleven months from the date of its execution unless otherwise provided in
the proxy.
SECTION 10. VOTING. At each election for directors every stockholder
entitled to vote at such election shall be entitled to one vote for each share
of stock held. Unless otherwise provided by the certificate of incorporation, by
statute, or by these bylaws, a majority of votes of the shares present in person
or by proxy at a lawful meeting and entitled to vote on the election of
directors shall be sufficient to pass on a transaction or matter, except in the
election of directors, which election shall be determined by a plurality of the
votes of the shares present in person or by proxy at the meeting and entitled to
vote on the election of directors.
SECTION 11. VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS. When
ownership of stock stands in the name of two or more persons, in the absence of
written directions to the Corporation to the contrary, at any stockholders'
meeting any one or more of such stockholders may cast, in person or by proxy,
all votes to which such ownership is entitled. In the event an attempt is made
to cast conflicting votes, in person or by proxy, by the several persons in
whose name shares of stock stand, the vote or votes to which these persons are
entitled shall be cast as directed by a majority of those holding such stock and
present in person or by proxy at such meeting, but no votes shall be cast for
such stock without the direction of such a majority.
SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of capital stock
standing in the name of another corporation may be voted by any officer, agent
or proxy as these bylaws of such corporation may prescribe, or, in the absence
of such provision, as the board of directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be voted
by him, either in person or by proxy, without a transfer of such shares into his
name. Shares standing in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name. Shares standing in the name of
a receiver may be voted by such receiver, and shares held by or under the
control of a receiver may be voted by such receiver without the transfer thereof
into his name if authority to do so is contained in an appropriate order of the
court or other public authority by which such receiver was appointed.
A stockholder whose shares are pledged shall be entitled to vote such
shares at any stockholders' meeting until such shares have been transferred into
the name of the pledgee and thereafter such pledgee shall be entitled to vote
the shares so transferred.
Neither treasury shares of its own stock held by the Corporation, nor
shares held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the
Corporation, shall be voted at any stockholders' meeting or counted in
determining the total number of outstanding shares at any given time for
purposes of any meeting.
SECTION 13. INSPECTORS OF ELECTION. In advance of any stockholders'
meeting, the chairman of the board or the board of directors may appoint any
persons, other than nominees for office, as inspectors of election to act at
such meeting or any adjournment thereof. The number of inspectors shall be
either one or three. If the board of directors appoints either one or three
inspectors, that appointment shall not be altered at the meeting. If inspectors
of election are not so appointed, the chairman of the board of directors may
make an appointment at the meeting. In case any person appointed as inspector
fails to appear or fails or refuses to act, the vacancy may be filled by
appointment in advance of the meeting or at the meeting by the chairman of the
board of directors or the president of the Corporation.
Unless otherwise prescribed by applicable law, the duties of such
inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting, the
existence of a quorum, the authenticity, validity and effect of proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote; counting and
tabulating all votes or consents; determining the result; and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.
SECTION 14. NOMINATING COMMITTEE. The board of directors or a committee
appointed by the board of directors shall act as nominating committee for
selecting the management nominees for election as directors. Except in the case
of a nominee substituted as a result of the death or other incapacity of a
management nominee, the nominating committee shall deliver written nominations
to the secretary at least twenty days prior to the date of the annual meeting.
Provided such committee makes such nominations, no nominations for directors
except those made by the nominating committee shall be voted upon at the annual
meeting unless other nominations by stockholders are made in writing and
delivered to the secretary in accordance with the provisions of the
Corporation's certificate of incorporation.
SECTION 15. NEW BUSINESS. Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the secretary. This provision
shall not prevent the consideration and approval or disapproval at the annual
meeting of reports of officers, directors and committees, but in connection with
such reports no new business shall be acted upon at such annual meeting unless
stated and filed as provided in the Corporation's certificate of incorporation.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. Subject to the provisions of the General
Corporation Law of Nevada and any limitations in the certificate of
incorporation or these Bylaws relating to action required to be approved by the
stockholders or by the outstanding shares, the business and affairs of the
Corporation shall be under the direction of the board of directors. The chairman
shall preside at all meetings of the board of directors.
SECTION 2. NUMBER, TERM AND ELECTION. The number of directors shall be such
number, not less than one nor more than seven (exclusive of directors, if any,
to be elected by holders of preferred stock), as shall be provided from time to
time in a resolution adopted by the board of directors, provided that no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director, and provided further that no action shall be taken to
decrease or increase the number of directors from time to time unless at least
two-thirds of the directors then in office shall concur in said action.
Exclusive of directors, if any, elected by holders of preferred stock, vacancies
in the board of directors, however caused, and newly created directorships shall
be filled by a vote of two-thirds of the directors then in office, whether or
not a quorum, and any director so chosen shall hold office for a term expiring
at the annual stockholders' meeting at which the term of the class to which the
director has been chosen expires and when the director's successor is elected
and qualified.
SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held at such time and place as shall be determined by resolution of the
board of directors without other notice than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the chairman, the chief executive officer or
one-third of the directors. The person calling the special meetings of the board
of directors may fix any place as the place for holding any special meeting of
the board of directors called by such persons.
Members of the board of the directors may participate in special meetings
by means of telephone conference or similar communications equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person.
SECTION 5. NOTICE. Written notice of any special meeting shall be given to
each director at least two days previous thereto delivered personally or by
telegram or at least seven days previous thereto delivered by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid if mailed or when delivered to the telegraph
company if sent by telegram. Any director may waive notice of any meeting by a
writing filed with the secretary. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.
SECTION 6. QUORUM. A majority of the number of directors fixed by Section 2
shall constitute a quorum for the transaction of business at any meeting of the
board of directors, but if less than such majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time.
Notice of any adjourned meeting shall be given in the same manner as prescribed
by Section 5 of this Article III.
SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is prescribed by these bylaws, the
certificate of incorporation, or the General Corporation Law of Nevada.
SECTION 9. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the board of directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors.
SECTION 10. RESIGNATION. Any director may resign at any time by sending a
written notice of such resignation to the home office addressed to the chairman.
Unless otherwise specified therein such resignation shall take effect upon
receipt thereof by the chairman.
SECTION 11. VACANCIES. Any vacancy occurring on the board of directors
shall be filled in accordance with the provisions of the Corporation's
certificate of incorporation. Any directorship to be filled by reason of an
increase in the number of directors may be filled by the affirmative vote of
two-thirds of the directors then in office or by election at an annual meeting
or at a special meeting of the stockholders held for that purpose. The term of
such director shall be in accordance with the provisions of the Corporation's
certificate of incorporation.
SECTION 12. REMOVAL OF DIRECTORS. Any director or the entire board of
directors may be removed by two-thirds of the directors or by a majority of the
stockholders at a stockholders' meeting holding a majority of the shares of
common stock.
SECTION 13. COMPENSATION. Directors, as such, may receive compensation for
service on the board of directors. Members of either standing or special
committees may be allowed such compensation as the board of directors may
determine.
SECTION 15. MEETINGS HELD OTHER THAN IN PERSON. Members of the board or any
committee may participate in a meeting of the board or committee, as the case
may be, by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
such participation shall constitute presence in person at the meeting.
SECTION 16. PRESUMPTION OF ASSET. A director who is present at a meeting of
the board of directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment of the meeting or shall forward his dissent by registered
mail to the dissent shall not apply to a Director who voted in favor of the
action.
SECTION 17. APPROVAL OF LOANS TO OFFICERS. The Corporation may lend money
to or guarantee any obligation of, or other or other employee of the Corporation
or of its subsidiary, including any officer or employee who is a director of the
Corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
Corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the board of
directors shall approve, including without limitation, a pledge of shares of
stock of the Corporation. Nothing in this section shall be deemed to deny limit
or restrict the powers of guaranty or warranty of the Corporation at common law
or under any statute.
ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS
The board of directors may, by resolution passed by a majority of the whole
board, designate one or more committees, as they may determine to be necessary
or appropriate for the conduct of the business, and may prescribe the duties,
constitution and procedures thereof. Each committee shall consist of one or more
directors appointed by the chairman. The chairman may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.
The chairman shall have power at any time to change the members of, to fill
vacancies in, and to discharge any committee of the board. Any member of any
such committee may resign at any time by giving notice to the Corporation;
provided, however, that notice to the board, the chairman of the board, the
chief executive officer, the chairman of such committee, or the secretary shall
be deemed to constitute notice to the Corporation. Such resignation shall take
effect upon receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective. Any member of any such committee may be removed
at any time, either with or without cause, by the affirmative vote of a majority
of the authorized number of directors at any meeting of the board called for
that purpose.
Except as limited by law, each committee, to the extent provided in the
resolution establishing it, shall have and may exercise all the powers and
authority of the Board with respect to all matters, but no such committee shall
have the power of authority to:
(a) Recommend to the stockholders an amendment to the Certificate of
Incorporation;
(b) Adopt a plan of merger or consolidation;
(c) Recommend to the stockholders the sale, lease, exchange or other
disposition of all or substantially all the property and assets of the
Corporation;
(d) Recommend to the stockholders a dissolution of the Corporation or a
revocation of a dissolution of the Corporation;
(e) Amend the Bylaws of the Corporation;
(f) Declare a dividend; or
(g) Take any action expressly required by the General Corporation Law of
Nevada to be submitted to stockholders of the Corporation for
approval.
A majority of all the members of a committee shall constitute a quorum for
the transaction of business, and the vote of a majority of all the members of a
committee present at a meeting at which a quorum is present shall be the act of
the committee. Each committee shall adopt whatever other rules of procedure it
determines for the conduct of its activities.
ARTICLE V
OFFICERS
SECTION 1. POSITIONS. The officers shall be a chairman, a president,
one or more vice presidents, a secretary and a treasurer, each of whom shall be
elected by the board of directors. The board of directors may designate one or
more vice presidents as executive vice president or senior vice president. The
board of directors may also elect or authorize the appointment of such other
officers as the business may require. The officers shall have such authority and
perform such duties as the board of directors may from time to time authorize or
determine. In the absence of action by the board of directors, the officers
shall have such powers and duties as generally pertain to their respective
offices.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers shall be elected
annually by the board of directors at the first meeting of the board of
directors held after each annual meeting of the stockholders. If the election of
officers is not held at such meeting, such election shall be held as soon
thereafter as possible. Each officer shall hold office until his successor shall
have been duly elected and qualified, until his death or until he shall resign
or shall have been removed in the manner hereinafter provided. Election or
appointment of an officer, employee or agent shall not of itself create contract
rights. The board of directors may authorize the Corporation to enter into an
employment contract with any officer in accordance with state law; but no such
contract shall impair the right of the board of directors to remove any officer
at any time in accordance with Section 3 of this Article V.
SECTION 3. REMOVAL. Any officer may be removed by vote of two-thirds of the
board of directors whenever, in its judgment, the best interests will be served
thereby, but such removal, other than for cause, shall be without prejudice to
the contract rights, if any, of the person so removed.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
SECTION 5. REMUNERATION. The remuneration of the officers shall be fixed
from time to time by the board of directors, and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director.
SECTION 6. RESIGNATIONS. Any officer may resign at any time by giving
written notice of his or her resignation to the Corporation. A resignation shall
take effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt, and,
unless otherwise specified therein, the acceptance of a resignation shall not be
necessary to make it effective.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. To the extent permitted by applicable law, and except
as otherwise prescribed by the Corporation's certificate of incorporation or
these bylaws with respect to certificates for shares, the board of directors or
the executive committee may authorize any officer, employee, or agent to enter
into any contract or execute and deliver any instrument in the name of and on
behalf . Such authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf and no evidence of
indebtedness shall be issued in its name unless authorized by the board of
directors. Such authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, OR ORDERS. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name shall be signed by one or more officers, employees or agents in such
manner, including in facsimile form, as shall from time to time be determined by
resolution of the board of directors.
SECTION 4. DEPOSITS. All funds not otherwise employed shall be deposited
from time to time to the credit in any of its duly authorized depositories as
the board of directors may select.
SECTION 5. CORPORATE FUNDS. All funds of the Corporation shall be under the
supervision of the board of directors and shall be handled and disposed of in
the manner and by the officers or agents of the Corporation as provided in these
Bylaws or as the board of directors may authorize by proper resolutions from
time to time.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. The shares of capital stock shall be
represented by certificates signed by the chairman of the board of directors or
the president or a vice president and by the treasurer or an assistant treasurer
or the secretary or an assistant secretary, and may be sealed with the seal or a
facsimile thereof. Any or all of the signatures upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee. If
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before the certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issue.
SECTION 2. FORM OF SHARE CERTIFICATES. All certificates representing shares
of capital stock shall set forth upon the face or back that the Corporation will
furnish to any stockholder upon request and without charge a full statement of
the designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued, the variations in the relative rights and
preferences between the shares of each such series so far as the same have been
fixed and determined, and the authority of the board of directors to fix and
determine the relative rights and preferences of subsequent series.
Each certificate representing shares shall state upon the face thereof:
that the Corporation is organized under the laws of the State of Nevada; the
name of the person to whom issued; the number and class of shares, the
designation of the series, if any, which such certificate represents; the par
value of each share represented by such certificate, or a statement that the
shares are without par value. Other matters in regard to the form of the
certificates shall be determined by the board of directors.
SECTION 3. PAYMENT FOR SHARES. No certificate shall be issued for any share
of capital stock until such share is fully paid.
SECTION 4. FORM OF PAYMENT FOR SHARES. The consideration for the issuance
of shares of capital stock shall be paid in accordance with the provisions of
the certificate of incorporation.
SECTION 5. TRANSFER OF SHARES. Transfer of shares of capital stock shall be
made only on the stock transfer books of the Corporation. Authority for such
transfer shall be given only to the holder of record thereof or by his legal
representative, who shall furnish proper evidence of such authority, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the Corporation. Such transfer shall be made only on surrender for cancellation
of the certificate for such shares. The person in whose name shares of capital
stock stand on the books shall be deemed by the Corporation to be the owner
thereof for all purposes.
SECTION 6. LOST CERTIFICATES. The board of directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. When authorizing such issue of a new certificate,
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen, or destroyed
certificate, or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen,
or destroyed.
SECTION 7. SUBSCRIPTIONS. Subscriptions to the shares shall be paid at
times and in installments as the board of directors may determine. The board of
directors may adopt resolutions prescribing penalties for default on
subscription agreements.
ARTICLE VIII
FISCAL YEAR; ANNUAL AUDIT
The fiscal year shall end on the last day of December of each year. The
Corporation shall be subject to an annual audit as of the end of its fiscal year
by independent public accountants appointed by and responsible to the board of
directors.
ARTICLE IX
DIVIDENDS
Dividends upon the capital stock, subject to the provisions of the
certificate of incorporation, if any, may be declared by the board of directors
at any regular or special directors' meeting, pursuant to law. Dividends may be
paid in cash, in property or in stock.
ARTICLE X
CORPORATION SEAL
The corporate seal shall be in such form as the board of directors shall
prescribe.
ARTICLE XI
AMENDMENTS
These bylaws may be repealed, altered, amended or rescinded by the
stockholders only by vote of not less than three-quarters of the voting power of
the outstanding shares of capital stock entitled to vote generally in the
election of directors (considered for this purpose as one class) cast at a
stockholders' meeting called for that purpose (provided that notice of such
proposed repeal, alteration, amendment or rescission is included in the notice
of such meeting). In addition, the board of directors may repeal, alter, amend
or rescind these bylaws by vote of two-thirds of the board of directors at a
legal meeting held in accordance with the provisions of these bylaws.
ARTICLE XII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. LIMITATION OF CERTAIN LIABILITIES OF OFFICERS AND DIRECTORS. To
the fullest extent permitted by the laws of the State of Nevada, a director of
the Corporation shall not be liable to the Corporation or the stockholders for
monetary damages for breach of fiduciary duty as an officer or director.
SECTION 2. INDEMNIFICATION. The corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, trustee, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, by itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in or not
opposed to the best interest of the corporation, and with respect to any
criminal action or proceeding, had reasonable cause to believe that such
person's conduct was lawful.
SECTION 3. DERIVATIVE ACTION. The corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in the corporation's favor by reason of the fact that such
person is or was a director, trustee, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee or agent of any other corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation; provided, however, that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable for gross negligence or willful misconduct in the performance of
such person's duty to the corporation unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as such court shall deem proper. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, by
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in or not opposed to the best
interest of the corporation.
SECTION 4. SUCCESSFUL DEFENSE. To the extent that a director, trustee,
officer, employee or agent of the corporation has been successful, on the merits
or otherwise, in whole or in part, in defense of any action, suit or proceeding
referred to in paragraphs 1 and 2 above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
SECTION 5. AUTHORIZATION. Any indemnification under paragraph 1 and 2 above
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
trustee, officer, employee or agent is proper in the circumstances because such
person has met the applicable standard of conduct set forth in paragraph 1 and 2
above. Such determination shall be made (a) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, (b) if by independent legal counsel (selected by one
or more of the directors, whether or not a quorum and whether or not
disinterested) in a written opinion, or by the shareholders. Anyone making such
a determination under this paragraph 4 may determine that a person has met the
standards therein set forth as to some claims, issues or matters but not as to
others, and may reasonably prorate amounts to be paid as indemnification.
SECTION 6. ADVANCES. Expenses incurred in defending civil or criminal
actions, suits or proceedings shall be paid by the corporation, at any time or
from time to time in advance of the final disposition of such action, suit or
proceeding as authorized in the manner provided in paragraph 4 above upon
receipt of an undertaking by or on behalf of the director, trustee, officer,
employee or agent to repay such amount unless it shall ultimately be determined
by the corporation that the payment of expenses is authorized in this Section.
SECTION 7. NON-EXCLUSIVITY. The indemnification provided in this Section
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any law, by-law, agreement, vote of shareholders or
disinterested director or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, trustee, officer,
employee or agent and shall insure to the benefit of the heirs, executors, and
administrators of such a person.
SECTION 8. INSURANCE. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, trustee,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee or agent of
any corporation, partnership, joint venture, trust or other enterprise, against
any liability assessed against such person in any such capacity or arising out
of such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability.
SECTION 9. "CORPORATION" DEFINED. For purpose of this section, references
to the "corporation" shall include, in addition to the corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had the power and authority to indemnify its directors, trustees, officers,
employees or agents, so that any person who is or was a director, trustee,
officer, employee or agent of such of constituent corporation will be considered
as if such person was a director, trustee, officer, employee or agent of the
corporation.
ARTICLE XIII
CERTIFICATION AS TO THE BYLAWS OF THE CORPORATION
I, the undersigned being the President of the Corporation do hereby certify
the foregoing to be the Bylaws of the Corporation.
/s/ Carey G. Birmingham
- --------------------------------------
Carey G. Birmingham, President
Date: January 13, 2003
Exhibit 5.1
David M. Loev, Attorney at Law
2777 Allen Parkway
Suite 1000
Houston, Texas 77019
713-524-4110 PHONE
713-524-4122 FACSIMILE
June 25, 2004
College Oak Investments, Inc.
16161 College Oak, Suite 101
San Antonio, Texas 78249
Re: Form SB-2 Registration Statement
Gentlemen:
You have requested that we furnished you our legal opinion with respect to the
legality of the following described securities of College Oak Investments,
Inc. (the "Company") covered by a Form SB-2 Registration Statement, (the
"Registration Statement"), filed with the Securities and Exchange Commission
for the purpose of registering such securities under the Securities Act of 1933:
1. 234,000 shares of common stock, $.001 par value (the "Shares").
In connection with this opinion, we have examined the corporate records of the
Company, including the Company's Articles of Incorporation, Bylaws, and the
Minutes of its Board of Directors, the
Registration Statement, and such other documents and records as we deemed
relevant in order to render this opinion.
Based on the foregoing, it is our opinion that the Shares are validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and further consent to
statements made therein regarding our firm and use of our name under the heading
"Legal Matters" in the Prospectus constituting a part of such Registration
Statement.
Sincerely,
David M. Loev
/s/ David M. Loev, Attorney at Law
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors
College Oak Investments, Inc.
San Antonio, Texas
We hereby consent to the incorporation by reference in this Registration
Statement on Form SB-2 our report dated May 27, 2004 included herein for the
period from February 3, 2004 (Inception) through April 30, 2004.
We also consent to the references to us under the heading "Experts" in such
document.
June 25, 2004
Malone & Bailey, PLLC
www.malone-bailey.com
Houston, Texas