As filed with the Securities and Exchange Commission on August 5, 2004
Registration No. 333-116890
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________________
FORM SB-2/A
AMENDMENT NO. 1
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 jurisdiction (North American Industry (I.R.S. Employer
of incorporation or Classification System Identification Number)
organization) - NAICS)
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 $ 234.00 $ .03
- ------------------------- ---------- ------------- ------------ -------------
TOTAL 234,000 $ .001 $ 234.00 $ .03
- ------------------------- ---------- ------------- ------------ -------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
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 15 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 August 5, 2004
TABLE OF CONTENTS
-----------------
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 11
Recent Events 13
Management 14
Certain Transactions and Related Transactions 15
Principal Stockholders 15
Description of Capital Stock 16
Shares Available for Future Sale 16
Plan of Distribution and Selling Stockholders 17
Interest of Named Experts and Counsel 19
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities 19
Legal Proceedings 19
Experts 20
Legal Matters 20
Where You Can Find More Information 20
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;
- - Construction Management;
- - General Contracting;
- - Job Supervision;
- - Leasing and Property Management; and
- - Sale/Leaseback and other Disposition Scenario Analyses.
We have generated net revenues to date from construction management
consulting fees ranging from 3% to 5% of construction related costs. As of July
31, we have generated approximately $2,100 in such fees.
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.
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
$(235,545)
Net (Loss) ===========
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.
WE HAVE FUTURE CAPITAL NEEDS
- --------------------------------
Our growth and continued operations could be impaired by limitations on our
access to the capital markets. Two of the principals of our Company have
committed up to $50,000 in additional capital to us, via non-interest bearing,
unsecured lines of credit. However, we can't assure that the capital we have
raised, and the additional capital available to us from our principals, will be
adequate for long-range growth of our Company. If 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.
Even if we are successful in raising capital, we'll likely need to raise
additional capital to continue and/or expand our operations. If we do not raise
the additional capital, the value of any investment in College Oak Investments,
Inc. may become worthless.
WE HAVE A LIMITED OPERATING HISTORY
- ------------------------------------
We were formed as a Nevada corporation in February, 2004. Aside from
organizational costs incurred, we haven't incurred significant expenses to date
but do have a limited operating history which includes construction management
and consulting agreements that have generated a small amount of fees. As such,
it may be difficult to evaluate our business prospects. Our 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
the value of any investment in College Oak Investments, Inc. may become
worthless.
DEPENDENCE ON CAREY BIRMINGHAM, OUR DIRECTOR AND OFFICER
- --------------------------------------------------------
Our performance is substantially dependent on the performance of Carey
Birmingham, our sole officer and director. The loss of the services of Carey
Birmingham will have a material adverse effect on our business, results of
operations and 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. Without the expertise of Mr. Birmingham, or an immediate and
qualified successor, we may be forced to curtail operations or close the
business entirely, making the value of any investment in College Oak
Investments, Inc. worthless. In addition, we relay on Mr. Birmingham's
discretion in the direction of our business and the agreements he enters into.
WE WILL EXPERIENCEINTENSE COMPETITIONIN DEVELOPMENT CONSULTING, CONSTRUCTION
- ----------------------------------------------------------------------------
MANAGEMENT CONSULTING AND GENERAL CONTRACTING
- ---------------------------------------------
The market for development consulting and particularly construction
management and general contracting services is highly competitive. We expect
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 our services. We can't be sure that
we can or will effectively and successfully compete. Competitive pressures,
including possible downward pressure on the prices, may force us to curtail our
business or even close, making the value of any investment in College Oak
Investments, Inc. worthless.
-6-
MANAGEMENT OF OUR GROWTH
- -------------------------
If successful in raising additional capital and implementing our business
plan any growth is expected to place a significant strain on our managerial,
operational and financial resources since Carey Birmingham is our only employee.
Further, as we receive contracts, we'll be required to manage multiple
relationships with various customers and other third parties. These requirements
will be exacerbated in the event of our further growth or an increase in the
number of contracts. As a result, we can't assure that our systems, procedures
or controls will be adequate to support our operations or that we'll be able to
successfully offer our services and implement our business plan. Our future
operating results will also depend on our ability to add additional personnel
commensurate with the growth of our business. If we're unable to manage growth
effectively, our business, results of operations and financial condition will be
adversely affected. If we can't manage the growth, our financial condition could
become untenable, and we could be forced to curtail operations or close the
business entirely. This, in turn, could make the value of any investment in
College Oak Investments, Inc. worthless.
OUR EXECUTIVE OFFICER AND CO-FOUNDER MAY SIGNIFICANTLY INFLUENCE MATTERS TO BE
- -------------------------------------------------------------------------------
VOTED ON
- --------
Our executive officer and director, along with our co-founder David Loev,
control 89% of our outstanding Common Stock. Accordingly, our executive officer
and co-founder possess significant influence over College Oak Investments, Inc.
on matters submitted to the stockholders for approval. These matters include 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.
This amount of control by our founders gives them virtually limitless ability to
determine the future of our Company, and as such they may unilaterally elect to
close the business, change the business plan or make any number of other major
business decisions without the approval of shareholders. This control may
eventually make the value of any investment in College Oak Investments, Inc.
worthless.
LACK OF LIQUIDITYOF OUR STOCK UPON BECOMING PUBLICLY TRADED
- -----------------------------------------------------------
There can be no assurance of what price the shares of our Company will open
at, 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. The illiquid nature of the shares may make any investment
in COLLEGE OAK INVESTMENTS, INC. worthless.
LACK OF CASH DIVIDENDS FOR OUR COMMON STOCK
- -------------------------------------------
We have paid no cash dividends on our Common Stock to date and it isn't
anticipated that any cash dividends will be paid to holders of our Common Stock
in the foreseeable future. While our 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 our future expansion. Lack of a dividend
can further effect the market value of our stock, and could significantly effect
the value of any investment in our Company.
LIMITATION ON REMEDIESAGAINST OUR SOLE OFFICER AND DIRECTOR DUE TO
- ------------------------------------------------------------------
INDEMNIFICATION
- ---------------
Our 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, we 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 our assets. Stockholders
who have questions respecting the fiduciary obligations of our officers and
directors 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".
-7-
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.
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 the
private placement sale of stock to 39 investors, raising $8,400 since March
2004, and net consulting fees of approximately $2,100 to develop our business
Nevertheless, we have recorded minimal 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 end April 30, 2004. We will need to seek
short-term and long-term debt or equity financing sufficient to fund projected
working capital and marketing needs. On July 15, 2004, two of our founders,
David Loev and Carey G. Birmingham have committed to provide us with additional
capital in the form of non-interest bearing, unsecured lines of credit totaling
$50,000. However, even with the additional capital available to us, we can
provide no assurance that we will be successful in implementing our business
plan or that revenues from our services or investments in fiscal year 2004 will
be sufficient to fund our working capital and marketing expenditure
requirements. Failure to obtain sufficient funding may adversely impact our
financial position.
-8-
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 July 31, 2004, we have
generated net revenues from consulting fees of approximately $2,100 from
two clients. Nevertheless, 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.
We believe our internally generated cash flows from operations and
available lines of credit will be sufficient for our cash needs for the next six
months. We have begun to generate revenues from operations, but there is no
assurance as to the period of time that these revenues will be sufficient to
cover cash requirements. We will likely rely on the lines of credit available
from our founders to supplement our operations.
ESTIMATED
CASH DATE OR NUMBER OF MONTHS
REQUIRED AFTER RECEIPT OF PROCEEDS
METHOD OF FOR SUCH WHEN EVENT SHOULD BE
EVENT ACHIEVEMENT EVENT ACCOMPLISHED
Fund operations and generate Operations are currently being $ 0 Currently underway. We are generating
revenue funded by existing gross revenues now. First revenues were
revenues and working capital generated in May, 2004.
Expand services to new Currently underway $ 2,500 Ongoing process which has already
customers and seek out commenced with the purchase by the
development projects. Company of 3.0% of Schertz Parkway
Ventures, LLC. Future J/V projects will
include ownership and construction
management fees on a project by project
basis.
Seek to establish strategic Source businesses in related $ 2,500 The ability to complete strategic alliances
alliances that will maximize fields for possible acquisition cannot be definitively timed and will
our value. depend on opportunities which these
individuals will continue to explore.
Seek liquidity and growth in Become listed on the over- $ 3,000 Six months to one year initially and then a
the market place. the-counter bulletin board and continuing effort thereafter.
continue marketing efforts.
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. To date, we have been utilizing our resources in an effort to
become a publicly traded entity. As of July 31, 2004 we have received net
revenues from consulting fees of approximately $2,100 from two clients in and
San Antonio, Texas. Due to the nature of our business providing consulting
services, our net revenue from consulting fees can be expected to be minimal for
the foreseeable future, in the range of 3-5% of construction cost. We anticipate
increasing our revenues by purchasing equity interests in development joint
ventures, such as the Schertz Parkway venture described in Recent Events Section
herein.
-9-
We have raised approximately $8,400 from 39 investors.
To fund operations and purchase equity interests in properties and
development joint ventures, we will rely on the commitment of our two
principals, Mr. David Loev and Mr. Carey Birmingham to provide us with working
capital in the form of open lines of credit totaling $50,000, or $25,000 from
each principal. These commitments were made in the form of lines of credit to
our Company on July 15, 2004, are non-secured and non-interest bearing. As of
July 31, 2004 we have not drawn upon these lines of credit.
As a result of lines of credit from our two principals, and the current
revenues we are receiving, we feel the Company will not need to seek additional
financing for the next 6 months.
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 2, 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 $4,809.
Our current cash forecasts indicate that there will be negative cash flow
from operations for the foreseeable future.
We have a commitment from two of our founders to provide us with financing
via lines of credit totaling $50,000 in the future. Despite this assurance,
however, if we are unable to raise additional capital from conventional sources,
including lines of credit and additional sales of additional stock in the
future, 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.
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.
-10-
BUSINESS
--------
OUR BUSINESS DEVELOPMENT
- ------------------------
College Oak Investments, Inc. was formed in February, 2004 as a new
corporation with no predecessor corporation. While our Company has only been in
existence for several months, our president has experience in the commercial
construction and real estate business in excess of 25 years.
Neither we, nor our president, have been in bankruptcy , receivership or
any similar proceeding, and we have not had any material reclassification,
merger, consolidation or purchase or sale of a significant amount of assets .
Our Business
- ------------
College Oak Investments offers 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. These services include the
following:
- - Site Selection;
- - Financial Pro-forma preparation and analysis;
- - Return on Investment and Rate of Return Analysis;
- - Design Development;
- - 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.
The nature of our current contracts and agreements call for us to receive a
fee for services ranging from 3% to 5% of construction or subcontracting costs.
As such, we act as a consultant to the developer or owner of a particular
project.
As a result of our initial contracts, we anticipate realizing net revenues
from project consulting in amounts ranging from 3% to 5% of construction costs,
plus any out of pocket expenses. We believe we will can limit initial overhead
and non-project related operating expenses.
On August 1, 2004, we entered into a joint venture with a property owner in
Schertz, Texas for the development of approximately 7.6 acres of raw land for
professional office, retail and mini-storage. In addition to our purchase of a
3.06% equity interest in the project, we have received and will continue to
receive a 3% fee for providing consulting services to the joint venture.
-11-
The structure of the Schertz Parkway venture will be the model for future
projects 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 consists 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 begins
with site selection for a client and continues through actual construction,
lease-up and management of the facility. While the initial emphasis of the
Company is to seek out small and mid-size users, we do not limit ourselves to
this niche. As opportunities develop, we will seek out larger projects and joint
ventures as time and business progress.
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. We believe
that our 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.
All agreements between us and most of our clients will be terminable by
either us or the client upon mutually agreed notice, as is the custom in the
industry. We are currently being engaged on a project by project basis and
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 also participate in
equity ownership positions in development projects for cash and/or reduction of
cash fees. We may 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, our business is
expected to be seasonal and will fluctuate with the general economy and real
estate markets. The diverse aspect of our business plan can be expected to
ameliorate these fluctuations to a degree.
COMPETITION
- -----------
We expect significant competition to our core business not only from
existing construction management consultants but also general contractors and
owner/developers themselves. However, we believe such competition is commonplace
in the business and our expertise, pricing policy and availability of knowledge
and ownership ability will distinguish us from the competition.
-12-
DEPENDENCE ON MAJOR CUSTOMERS
- -----------------------------
At this time we have two customers and do not expect to be dependent on any
single customer for our success. Indeed, the nature of our business, and our fee
structure, demand that we seek either 1) more consulting customers, or 2) more
equity ownership transactions to offset future expenses associated with our
growth.
PATENTS AND TRADEMARKS
- ----------------------
We do not have any patents or trademarks and do not see the need for any in
the near future.
LICENSE AND GOVERNMENT APPROVAL
- -------------------------------
As a consultant, we are not required to have licenses nor do we require
governmental approval for our services. When we begin to provide general
contracting services as envisioned in our business plan, we will be required to
obtain licenses from the state in which we conduct business. The fees and
process for obtaining such a license are simple and inexpensive, ranging from
approximately $100 per year in Texas to $500.00 in other states.
RESEARCH AND DEVELOPMENT
- ------------------------
The nature of our business does not require any research and development.
NUMBER OF EMPLOYEES
- -------------------
Currently, we have one, unpaid employee, our president, Carey G.
Birmingham. At the present time, based on the agreements we have in place, we do
not envision the need for additional employees in the next 12 months.
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 fulfilling this contract. Jay Alkire
is president of Sage Development & Construction, the General Contractor on this
project.
SCHERTZ PARKWAY VENTURES, LLC
- -----------------------------
On August 1, 2004, we entered into a joint venture agreement with Schertz
Parkway Ventures, LLC, whereupon we agreed to purchase a 3.0% ownership interest
in the company for an initial investment of $396.00. Schertz Parkway Ventures,
LLC ("SPV") has the right to own approximately 7.6 acres of commercial land in
Schertz, Texas, a city of 30,000 located 8 miles northeast of San Antonio, Texas
on Interstate IH-35. The property consists of raw land, zoned commercial and
preliminary design studies anticipate approximately 37,000 square feet of
professional office space, 15,000 square feet of retail space and 60,000 square
feet of mini-storage space.
In the event the project continues past the design development stage, and
the members elect to begin construction, we will enter into a construction
management contract which will include a 3% fee, based on construction costs,
for services. As of July 31, 2004, we have billed SPV $375 for various
development related services.
-13-
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 January 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.
In 2001 Mr. Birmingham formed or assisted in the formation of two Rule 419
companies, also known as blank check companies. The companies were formed for
the purpose of raising funds in the public market and filed registration
statements and amendments the same year. However, neither company progressed
past there respective first amendments, and Mr. Birmingham abandoned his efforts
in this regard in December, 2001. Other that his limited experience with the two
companies, Mr. Birmingham has had no further experience in so-called blank
check, or Rule 419 companies.
Our company is in no way similar to the 419 companies Mr. Birmingham
formed. Such companies never sought money from investors, had no revenue, no
clear business plan, no assets, no agreements with customers and were formed for
the purposes of merging with existing businesses. Our Company has revenues,
agreements with customers, assets, including an ownership interest in Schertz
Parkway Ventures, and has been conducting business for several months.
Furthermore, we have raised $8,400 from 39 investors since March 2004.
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.
-14-
CERTAIN TRANSACTIONSAND RELATED TRANSACTIONS
--------------------------------------------
In January 2004, we issued an aggregate of 2,030,000 shares of common stock
to certain founders for nominal consideration in connection with our formation.
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.
In July 2004, Messrs. Birmingham and Loev agreed to provide the
Company with lines of credit in the amount of $25,000 each, or $50,000
total. In August 2004, BFP Texas, Ltd. purchased a 13% interest in Schertz
Parkway Ventures, LLC. BFP Texas, Ltd. is a shareholder of our company.
Carey Birmingham, our president, is a General Partner in BFP Texas, Ltd.
PRINCIPAL STOCKHOLDERS
----------------------
The table below sets forth, as of August 5 , 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
as a group (1) person 882,000 41.7%
<FN>
(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
-15-
DESCRIPTION OF CAPITAL STOCK
----------------------------
COMMON STOCK
We are authorized to issue up to 100,000,000 shares of common stock. As of
August 5 , 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.
-16-
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.
-17-
SHARES BENEFICIALLY AMOUNT OFFERED SHARES
OWNED (ASSUMING ALL SHARES BENEFICIALLY
STOCKHOLDER 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 -
-18-
RESALE OF COMMON STOCK BY SELLING STOCKHOLDERS
SHARES CURRENTLY OUTSTANDING
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
-19-
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.
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.
-20-
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 January 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.
Between March 2004 and July 2004, we issued an aggregate of 84,000 shares
of our common stock to 39 shareholders for $8,400.00. 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(2) Legal Opinion of Counsel
10.1(2) Joint Venture Agreement with Schertz Parkway Ventures
23.1(2) Consent of Malone & Bailey, PLC
23.2(2) Consent of Counsel (See Exhibit 5.1)
(1) Filed as an exhibit to our Form SB-2 Registration Statement filed on
June 25, 2004
(2) Filed herewith.
(3) 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.
(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.
(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.
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
5th day of August 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 August 5, 2004
CAREY G. BIRMINGHAM
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
August 5, 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 10.1
JOINT VENTURE AGREEMENT
SCHERTZ PARKWAY VENTURES, LLC
1. PURPOSE:
--------
The purpose of the Joint Venture will be to develop, sell or otherwise improve,
as the Members may from time to time determine as a group, approximately 7.659
acres of raw land in Schertz, Texas. The proposed development on the land at
the time of this Agreement consists of a mixed use, master-planned project
combining medical/professional office, retail and mini-storage. The land is
currently owned by Hellums Properties, Ltd , a Texas Limited Partnership
(hereinafter "HPL"), Jesse Hellums - Managing General Partner, which will
contribute the land, at market value, into the Venture as an equity
contribution.
2. MEMBERS AND OWNERSHIP INTEREST:
----------------------------------
Hellums Properties, Ltd. (HPL) 51.0% (510,000 Membership Interests)
H. Alexander Yount 29.4% (294,000 Membership Interests)
BFP Texas, Ltd. 13.0% (130,000 Membership Interests)
College Oak Investments, Inc. 3.0% (30,000 Membership Interests)
Jay Alkire 3.6% (36,000 Membership Interests)
- --------------------------------------------------------------------------------
TOTAL 100.0% (1,000,000 Membership Interests)
3. STRUCTURE:
----------
The Members agree to form a Texas Limited Liability Company (LLC) with the
following officers:
Jesse Hellums, President
4. NAME:
-----
The Venture shall be named Schertz Parkway Venture, LLC
5. CAPITALIZATION:
---------------
Each member has provided a cash contribution to the Venture in the following
amounts:
Hellums Properties, Ltd. (HPL) - $5,610.00
H. Alexander Yount - $3,234.00
BFP Texas, Ltd. - $1,430.00
College Oak Investments, Inc. - $330.00
Jay Alkire - $396.00
- ----------------------------------------------------------------------
TOTAL $11,000.00
Schertz Parkway Joint Venture Agreement
August 1, 2004
HPL will contribute its interest in the land up to 7.659 acres as additional
capital to the Venture. The value of this capital contribution shall be the
current market value of the land as unencumbered, less a reasonable estimate of
costs associated with any mitigation of trees pursuant to the Schertz Tree
Ordinance.
6. FUTURE CAPITAL REQUIREMENTS OF THE VENTURE:
------------------------------------------------
It is hereby agreed that the Members commit to contribute, on an as needed,
pro-rata basis, cash contributions to the Venture, provided, however, that under
no circumstances will HPL be obligated to commit more than $20,000.00 (inclusive
of the $5,610.00 contributed to date) in cash, in the aggregate, during the
duration of the Venture. In the event additional cash is required by the
Venture and HPL elects not to contribute pursuant to this paragraph, any other
Member(s) may elect to contribute the necessary cash to the Venture in the form
of unsecured notes, with no diminution or increase of the ownership interest of
HPL or the contributing Member(s).
7. VALUATION OF HPL INTEREST:
-----------------------------
The Members agree that, for purposes of this Joint Venture, that the equity
contribution by HPL shall be calculated at $1,168,000, derived from the area of
7.659 acres times the estimated market value of the land at the time of this
Agreement of $3.50 per square foot.
8. BANK ACCOUNTS:
---------------
The Venture will open an operating account as a mutually acceptable bank.
Checks written on the account in excess of $250.00 will require two signatures,
one of which must be the president of the Venture, Jesse Hellums, or authorized
representative of HPL.
9. BUY/SELL AGREEMENT:
--------------------
In the event of the demise of one of the Members of the Company, the Regulations
of the Venture shall call for the right, but not the obligation, of surviving
Members of the Venture to purchase the interest of the demised Member at the
market value of that Member's interest in the Venture, less a discount of 15%.
In the event the surviving Members choose not to purchase the interest of the
demised Member, the Venture shall nonetheless have a perpetual first right of
refusal to purchase that Member's interest.
10. KEY MAN POLICIES:
-------------------
From time to time, the Venture may purchase and maintain "key man," simple term
life insurance policies on each Member based on an agreed upon formula equating
to their ownership interest. In the event of the death of a Member, The Venture
shall have the right, but not the obligation, to use the proceeds from the key
man policies to purchase the interest from a demised Member's estate.
Schertz Parkway Joint Venture Agreement
August 1, 2004
11. JOINT AND SEVERAL GUARANTEES:
---------------------------------
It is the intent of the Venture to secure third party debt to fund operations
and begin development of the Schertz site. It is further intended that the
collateral for any third party debt shall be the Venture's interest in the land.
In the event the third party lender requires recourse or personal guarantees,
the Members hereby agree that no individual Member will be required to provide
same to acquire the loan.
Furthermore, in the event an individual Member chooses to guarantee all or a
portion of any third party debt, that Member shall do so without receiving any
increase in ownership interest or additional consideration, unless agreed upon
by all the Members, and insodoing shall not create an obligation of other
Members to, in turn, guarantee any debt.
12. DISTRIBUTION OF SALE PROCEEDS AND COMPANY LIQUIDATION OF ASSETS:
------------------------------------------------------------------------
In the event that the Venture sells its interest in any of its assets, or any
portion thereof, which may include improved land, cash, and receivables, the
Members agree that the distribution of cash will occur as follows:
FIRST - Payments to all third party vendors, creditors or mortgagees;
-----
SECOND - To HPL, its capital contribution as determined by the value of the
-----
land on the date it was contributed to the Venture, as described herein,
and on a pro rated, per square foot basis should only a portion of the land
be sold;
THIRD - All cash capital contributions made HPL;
-----
FOURTH - All debt provided to the Venture (other that 3rd party) by HPL;
------
FIFTH - All debt provided to the Venture (other that 3rd party) by other
-----
Members;
SIXTH - All cash capital contributions made by other Members, based upon
-----
their pro rata ownership at the time of sale or liquidation.
SEVENTH - any excess cash to be distributed to the Members based on their
-------
pro rata ownership at the time of sale or liquidation.
13. DURATION OF THE JOINT VENTURE:
-----------------------------------
This Joint Venture will expire no later than December 31, 2005, unless further
extended by the Members.
14. WINDING DOWN - MUTUAL INDEMNIFICATION:
-------------------------------------------
It is specifically agreed herein by the Members that the Venture, and each
Member in particular, will make a reasonable effort to develop, sell or
otherwise improve the 7.659 acres of land in Schertz, Texas. However, should
the Venture not succeed in its efforts to develop, sell or otherwise improve the
7.659 acres of land in Schertz, Texas by the expiration of the Venture, then the
Venture will automatically expire. At such time, all cash and liquid assets in
the Venture shall be distributed pursuant to Para. 12 herein, and the land in
Schertz, Texas shall immediately and completely revert to HPL, on a free and
clear, unencumbered basis, and no Member shall have any further obligation to
the Venture or one another.
In the event there are outstanding liabilities to third parties at the expiry of
the Venture which exceed its liquid assets (specifically excluding the 7.659
acres of land), the Members agree that each will make the appropriate cash
contribution to bring such liabilities to zero, subject to the terms of Para. 6
herein. In the event individuals have made loans to the Venture, and liquid
assets exceed the balance of such loans, those loans shall be considered void,
and no longer an obligation of the Venture of its individual Members.
Schertz Parkway Joint Venture Agreement
August 1, 2004
15. CONSTRUCTION MANAGEMENT:
--------------------------
The Members hereby agree that College Oak Investments, Inc. will serve as the
construction manager for the development project and shall receive a fee of 3%
of the construction cost for its services.
16. SIGNATURES:
------------
The Parties hereto have agreed upon the terms of this Joint Venture on the 1st
day of August, 2004, as evidenced by their respective signatures below:
HELLUMS PROPERTIES, LTD.
(A TEXAS LIMITED PARTNERSHIP)
/s/ Jesse Hellums
- --------------------------------------------------
Jesse Hellums, Managing General Partner
/s/ Alexander Yount
- --------------------------------------------------
H. ALEXANDER YOUNT
(an Individual)
BFP TEXAS, LTD.
(A TEXAS LIMITED PARTNERSHIP)
/s/ Carey G. Birmingham
- --------------------------------------------------
Carey G. Birmingham, General Partner
COLLEGE OAK INVESTMENTS, INC.
(A NEVADA CORPORATION)
/s/ Carey G. Birmingham
- --------------------------------------------------
Carey G. Birmingham, President
/s/ Jay Alkire
- --------------------------------------------------
JAY ALKIRE
(an Individual)
Schertz Parkway Joint Venture Agreement
August 1, 2004
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.
August 5, 2004
Malone & Bailey, PLLC
www.malone-bailey.com
Houston, Texas