As filed with the Securities and Exchange Commission on September 9, 2004
Registration No. 333-116890
----------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM SB-2/A
AMENDMENT NO. 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 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
SECURITIES TO BE BEING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) PRICE(1)(2) REGISTRATION FEE
- ------------------------- ------------------------------- ------------------ ------------------ -----------------
Common Stock to be Resold 234,000 $ .001 $ 234.00 $ .03
- ------------------------- ------------------------------- ------------------ ------------------ -----------------
TOTAL . . . . . . . . . . 234,000 $ .001 $ 234.00 $ .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.
-1-
COLLEGE OAK INVESTMENTS, INC.
RESALE OF 234,000 SHARES OF COMMON STOCK
The selling stockholders listed on page 20 may offer and sell up to
234,000 shares of our common stock under this prospectus for their own account.
Currently the Company's stock is not traded on any public trading market.
Shares offered by the selling stockholders will be sold at a stated, fixed price
until the securities are quoted on the OTC Bulletin Board and, thereafter may
sell at prevailing market prices or privately negotiated prices. 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 7 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 September 9, 2004
-2-
TABLE OF CONTENTS
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PAGE
----
Prospectus Summary 4
Summary Financial Data 6
Risk Factors 7
Use of Proceeds 9
Dividend Policy 9
Management Discussion and Analysis of Financial Condition and Results of
Operations 9
Business 13
Recent Events 16
Management 17
Certain Transactions and Related Transactions 18
Principal Stockholders 19
Description of Capital Stock 20
Shares Available for Future Sale 20
Plan of Distribution and Selling Stockholders 21
Interest of Named Experts and Counsel 23
Disclosure of Commission Position on Indemnification for Securities Act
Liabilities 23
Legal Proceedings 23
Experts 23
Legal Matters 23
Where You Can Find More Information 23
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 Prospectus. The securities offered
hereby are speculative and involve a high degree of risk. See "Risk Factors."
College Oak Investments, Inc. (the "Company") provides 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. 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; 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, 2004, we have generated approximately $37,901 in such fees, which was offset
by $35,516 from cost of revenues. We do not consider ourselves a "blank check"
company, as defined, and have no intention of seeking a private company with
which to merge in the foreseeable future.
In addition to the services listed above, in the event we raise
significant capital from conventional sources such as our existing investors or
commercial banks, we may purchase raw land for speculative purposes. In a
purchase of raw land in South Texas it is not unusual to seek out mineral
rights, such as oil and gas, which then can be associated with the purchase of
the underlying land. If we have an opportunity to exploit such mineral rights
in a raw land purchase, we intend to seize that opportunity and find additional
partners to perhaps explore and extract those rights, when it makes sound
business sense. Presently we do not have any such intentions, arrangements,
understandings or plans.
In addition, our business plan calls for us to enter into joint
ventures such as the Schertz Parkway Joint Venture described further in this
prospectus. To do this, we will seek out owners and/or developers for the
construction and/or ownership of commercial properties and negotiate such
arrangements.
-4-
As a result of our accumulated deficit, our auditors have expressed
substantial doubt as to whether we will be able to continue as a going concern.
This risk may be exacerbated by the fact that we have only one employee who is
not paid by the Company, our president, sole director, and majority shareholder,
Carey Birmingham. In addition to being our sole employee, Mr. Birmingham is a
majority shareholder controlling 46% of our common stock.
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.
-5-
SUMMARY FINANCIAL DATA
----------------------
You should read the summary financial information presented below for the three
months ending July 31, 2004. We derived the summary financial information from
our unaudited 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.
THREE MONTHS ENDING
JULY 31, 2004
STATEMENT OF OPERATIONS
DATA:
Revenues. . . . . . . . . . . . . . . . . $ 37,901
Cost of Revenues. . . . . . . . . . . . . .$ 35,716
----------
Administrative Expenses . . . . . . . . . $ 1,429
Net Income (Loss)
$ 756
==========
Balance Sheet Data: As of July 31, 2004
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 8,625
Working Capital Deficit . . . . . . . . . . . . . . . . . . $ 22,590
Accounts Payable. . . . . . . . . . . . . . . . . . . . . . $ 37,104
Deficit accumulated during development stage. . . . . . . . . ($234,790)
-6-
RISK FACTORS
------------
This Prospectus 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 AND WITHOUT ADEQUATE CAPITAL, WE MAY BE FORCED TO
- --------------------------------------------------------------------------------
GO OUT OF BUSINESS
- ---------------------
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 not assure that the capital we have
raised, and the additional capital available to us from our principals, will be
adequate for the 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, such as our existing
investors or commercial banks ,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 will likely need to raise
additional capital to continue and/or expand our operations. If we do not raise
the additional capital, we may not have the capital needed to enter into new
agreements and the value of any investment in College Oak Investments, Inc. may
become worthless.
OUR AUDITOR HAS RAISED DOUBT AS TO WHETHER THE COMPANY CAN CONTINUE AS A GOING
CONCERN
The Company has generated nominal revenues since inception . Additionally
the Company is run by its sole employee, Carey Birmingham, who is also a
significant shareholder of the Company. These factors among others indicate
that the Company may be unable to continue as a going concern, particularly in
the event that it cannot obtain additional financing and/or attain profitable
operations. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty and
if the company cannot continue as a going concern, your investment in the
Company could become devalued or even worthless.
WE HAVE A LIMITED OPERATING HISTORY AND BECAUSE OF THIS IT MAY BECOME DIFFICULT
- --------------------------------------------------------------------------------
TO EVALUATE OUR CHANCE FOR SUCCESS
- ---------------------------------------
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. We are a development
stage company new to our business, which means we need to arrange new
agreements, raise needed capital, and pay expenses and general administrative
fees. Although we have an experienced president and significant talents in our
consultants, we are a new company and, as such, run a real risk of not being
able to compete because of our relatively short existence. New companies in
the competitive environment of construction, real estate and consulting often do
not survive without a history of projects and contacts. Without our efforts to
market our business, we may be forced to close and go out of business. Under
such a circumstance, the value of any investment in our company may become
worthless.
WE DEPEND ON CAREY BIRMINGHAM, OUR SOLE DIRECTOR AND OFFICER, AND IF WE LOSE
- --------------------------------------------------------------------------------
HIM, WE WILL FACE SIGNIFICANT HURDLES TO CONTINUING OUR OPERATIONS
- ---------------------------------------------------------------------------
-7-
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 rely on Mr. Birmingham's discretion
in the direction of our business and the agreements he enters into. Our
Company's future is in the sole discretion of Mr. Birmingham and if he makes
poor decisions our Company may not be able to raise the additional funding
needed to fully implement our business plan. As a result we may unable to enter
into any new agreements which could adversely effect any investment you have in
the Company.
THE TWO FOUNDERS OF OUR COMPANY POSSESS SIGNIFICANT CONTROL OVER THE COMPANY'S
- --------------------------------------------------------------------------------
OPERATIONS, AND BECAUSE OF THIS THEY MAY CHOOSE A PLAN OF ACTION WHICH WILL
- --------------------------------------------------------------------------------
DEVALUE THE COMPANY'S OUTSTANDING SECURITIES
- ------------------------------------------------
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 the Company 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.
NO MARKET CURRENTLY EXISTS FOROUR COMMONSTOCK
- --------------------------------------------------
We currently lack a market for the Company's Common Stock. Because of this
it is hard to determine exactly how much our securities are worth. This makes
an investment in our Company very speculative. As a result of the lack of
market, it is hard to judge how much our securities are worth. Because of the
illiquid nature of our shares any investment in the Company may become
worthless. In addition, even if a market does develop for our shares it is
likely that it will be illiquid and sporadic.
WE HAVE NOT AND DO NOT ANTICIPATE PAYING ANY CASH DIVIDENDS ON OUR COMMON STOCK,
- --------------------------------------------------------------------------------
BECAUSE OF THIS OUR SECURITIES COULD FACE DEVALUATION IN THE MARKET
- -----------------------------------------------------------------------------
We have paid no cash dividends on our Common Stock to date and it is
not 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. As an investor you
should take note of the fact that a 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. In addition, you will not receive any return on your
investment.
OUR COMPANY HAS INDEMNIFIED OUR SOLE OFFICER AND DIRECTOR SOIT WILL BE DIFFICULT
- --------------------------------------------------------------------------------
TO SEEK DAMAGES FROM HIM IN A LAWSUIT
- --------------------------------------------
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".
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.
-8-
FORWARD-LOOKING STATEMENTS
--------------------------
This Prospectus 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 7 of this Prospectus.
In some cases you can identify forward-looking statements by terminology such as
"may", "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 Prospectus. 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 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
to develop our business. We had revenues of $37,901 and gross profit of $2,185
for the three months ended July 31, 2004. Nevertheless, we have recorded
minimal revenues and have incurred net losses from operations totaling
approximately ($234,790) from inception through July 31,2004.
-9-
Our current cash forecast indicates that there will be negative cash flows
from operations through the fiscal year ending April 30, 2005. On July 15,
2004, two of our founders, David Loev and Carey G. Birmingham committed to
provide us with additional capital in the form of non-interest bearing,
unsecured lines of credit totaling $50,000. This commitment is pursuant to
verbal agreements between our company and the founders, and to date nothing has
been put in writing. We feel that this additional capital will be sufficient to
grow our company during the next 6 months. 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 the foreseeable future will be sufficient to fund our working
capital and marketing expenditure requirements. Failure to obtain sufficient
funding may 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
marketed our services in a limited fashion as cash flow has allowed, relying on
the efforts of our president and consultants to act on pending bids and/or
opportunities as they arise. In the future, as revenues provide, we will place
our company on broad bid lists, seek out potential real estate owners requiring
our specific expertise, and attend various local and regional social functions
to spread awareness of our services. Traditionally, the services that we
provide are sought out on a "word-of-mouth" basis and by networking within the
industry. Other methods, such as advertising and public relations, are less
often utilized for small companies such as ours, but will be implemented as our
growth allows. For the three months ended July 31, 2004, we generated
revenues of $37,901 and a gross profit of $2,185. Nevertheless, there exists
limited historic operations with respect to our operations. The financial
information contained in this prospectus is for the audited period from
inception (February 3, 2004) through April 30, 2004 as well as the unaudited
period from May 1, 2004 through July 31, 2004.
Currently, the majority of our losses have resulted from non-cash
expenditures in the form of stock for services. We have no plans to pay any
salaries or overhead costs in the foreseeable future. As a result, we believe
that cash flows from fees, along with our available lines of credit, will be
sufficient to pay the costs of this offering and the small amount of operating
expenses we require for the next six months. We have begun to generate
revenues from operations, but there is no assurance as to how long these
revenues will be sufficient to cover cash requirements. As a result we will
likely rely on the lines of credit available from our founders to supplement
our operations.
-10-
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. 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 generated
revenues of $37,901 resulting in a gross profit of $2,185 for the three months
ended July 31, 2004. Our revenues were received from two clients in 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.
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, the current
revenues we are receiving, and the low overhead of our business plan, 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.
-11-
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
- --------------------------------------------------------
We are not planning any significant changes in the number of employees
of our Company in the near future. We believe that because of the nature of our
business, the Company can be effectively managed by our current president, Mr.
Birmingham, combined with the efforts of our consultants. Mr. Birmingham plans
on concentrating his full time and effort on the Company and leveraging his time
with the effective use of consultants listed in this prospectus and
subcontractors in the trade which will be billed to specific projects.
RESULTS OF OPERATIONS
For the three months ending July 31, 2004
For the three month period ending July 31, 2004, the Company had revenues
of $37,901, which were offset by $35,716 due to cost of revenue associated with
subcontractor fees and expenses associated with the QUADK contract, leaving a
gross profit of $2,185.
For the three month period ending July 31, 2004, general and administrative
expenses consisted of cash items of $1,429.
Net income totaled $756 for the three months ending July 31, 2004 and basic and
diluted net income per common share was $.00.
For the period from February 3, 2004 (Inception) through April 30, 2004.
We had no revenues 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 consisting of: sourcing new clients; providing
construction expertise; real estate finance; leasing; market knowledge and
property management expertise; and legal 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 $8,625 as of July 31, 2004. We also had additional
assets of $5,889, which consisted of $5,493 of Accounts Receivable and $396 of
investment in the Schertz Parkway Joint Venture.
Accounts payable as of July 31, 2004, was $37,104.
Working capital on July 31, 2004, was negative $22,590.
For the period from February 3, 2004 to July 31,2004, cash flows from
operating activities were negative $234,790, consisting primarily of $203,000 of
adjustments to reconcile net loss due to stock issued for services. Net cash
used in operating activities were negative $179 for the period from February 3,
2004 to July 31, 2004. Net cash flows from investing activities were negative
$396 for the period from February 3, 2004 to July 31, 2004. For the same period
the net cash flows from financing activities of the Company was $9,200.
-12-
We have a commitment from two of our founders to provide us with financing
via lines of credit totaling $50,000 in the future which we believe will be
sufficient for our operations for a period of six months. 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.
BUSINESS
--------
OUR BUSINESS DEVELOPMENT
- --------------------------
College Oak Investments, Inc. was formed in February, 2004 as a new
corporation with no predecessor corporation. Although our Company has only been
in existence for a few months, our president has over 25 years of experience in
the commercial construction and real estate business.
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.
As a service business, we do not have a need for any distribution.
Our initial concentration will be in the San Antonio and South Texas
markets where we will offer our services to developers and land owners. We hope
to encounter a number of other larger and more established consulting companies
and general contractors. We will capitalize on our consultants' contacts in
area businesses, as well as the extensive finance, construction, real estate and
general contracting experience of our team. We expect our experience along with
our competitive fee structure and equity participation in projects, will set us
aside from much of the competition.
-13-
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 plan on realizing revenues from
project consulting in amounts ranging from 3% to 5% of construction costs, plus
any out of pocket expenses. We believe we will be able to limit initial overhead
and non-project related operating expenses, which should help us to maximize our
potential revenues.
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 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.
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. As such we hope to structure similar ventures where we
provide consulting services for a percentage fee of the total development cost.
We have no unannounced new products or services.
We will rely on a variety of sub-contractors and their suppliers for the
completion of our business projects. We do not see any need to depend on any
single sub-contractor or supplier, and, indeed, welcome a wide range of such
services to provide a competitive pricing strategy for our clients and partners.
We do not depend on any or a small number of customers, but instead we hope
to have several projects going on at one time.
We have no trademarks, licenses franchises, concessions, royalty agreements
or labor contracts which have not been disclosed in this prospectus.
As a general rule, all governmental approvals for our services are required
to be obtained by, and maintained by, our clients and partners. As such, we have
no pending or unapproved governmental services.
There are no governmental regulations which directly affect our business.
However, we can for a fee, consult with the client's engineers in seeking
governmental approvals for environmental or other governmental regulations.
Again, as a general rule, these are the responsibility of the owner/client.
We have not spent any funds on research and development since our
inception, nor do we plan on spending any funds in the near future.
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.
-14-
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
- -----------
There is significant competition to our core business not only from
existing construction management consultants but also general contractors and
owner/developers themselves. As we are currently positioned, we have little
competitive edge over other, larger and more established construction management
companies and general contractors. These other, larger companies have
significantly larger sources of revenue with which to market their services and
therefore compete for areas of our core business. However, many of these larger
companies do not provide the real estate financial expertise, negotiating
expertise and management expertise of various disparate functions (i.e. banking,
general real state knowledge, architecture and construction) that we provide via
our president and consultants. We believe that our core team provides a depth of
knowledge that allows us to compete in the market. In addition, such competition
is commonplace in the business and we believe our expertise, pricing policy and
availability of knowledge and ownership ability will distinguish us from the
competition.
Furthermore, we intend to concentrate on smaller projects in terms of
square footage, where we believe we will have an advantage. We believe that
there is a demand in the market for smaller projects which have not been
adequately serviced by our larger competitors.
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 ownership transactions to offset future expenses associated with our
growth.
-15-
The advantages to consulting customers, are that the fees that are
generated are entirely net of all expenses associated with a project. For
example, when we charge a 3% fee for consulting services, this fee does not
include all of the costs associated with the project, such as travel, phone
expenses, etc.
Ownership transactions, as exemplified by the Schertz Parkway Ventures deal
described in this prospectus, offer us opportunities for current cash fees via a
construction management contract, as well as participation in future sales
and/or rental revenues if the project succeeds.
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 foresee 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 have subcontracted with Sage
Development and Construction to complete this project. Jay Alkire is the
president of Sage Development & Construction and a shareholder and consultant to
our company.
The Contract with QuadK is a Standard Form AIA contract and provides for us
to seek out and engage subcontractors for the construction of a 3,600 square
foot office building. As the primary contractor, relying on subcontractors such
as Sage Development, it is our responsibility to make periodic cash draws from
the owner, in this case QuadK, and process and pay invoices from our
subcontractors.
SCHERTZ PARKWAY VENTURES, LLC
- --------------------------------
On August 1, 2004, we entered into a joint venture agreement and, along
with other investors (several of whom are also investors in our company), formed
Schertz Parkway Ventures, LLC. On that date we agreed to purchase a 3.0%
ownership interest in the company for an initial investment of $396.00.
Schertz Parkway Ventures, LLC ("SPV"), in turn, 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.
-16-
It is the intention of the joint venture to develop, sell or otherwise
improve the 7.6 acres in Schertz by December 31, 2005. In the event that the
joint venture does not make a substantial effort in that regard by December 31,
2005, the owner of the land has the right to terminate the joint venture and the
land will revert to its current owner without the need for payment of any
consideration. In such an event, our company's investment will effectively
equate to nothing.
As a part owner of the project in Schertz, we are entitled to receive our
pro rata share from a sale of all or part of the land which generates sale
proceeds of over $3.50 per square foot, for the life of the joint venture. In
the event a building or other improvement to the property is completed and
rented or sold, we will be entitled to receive our pro rata portion of cash
flows from rental or the sale.
During August 2004, SPV obtained a $25,000 line of credit from a local,
commercial bank for, among other things, the purposes of paying development
costs of the project, including construction management fees to our company.
The president of our Company, along with another investor in SPV, guaranteed the
line of credit for SPV. No member of SPV, including our Company, is obligated
to guarantee any obligations of SPV, and College Oak Investments, Inc. has not
guaranteed any debts to date on behalf of SPV.
In addition to our ownership in the joint venture, we are entitled to
receive a 3% fee for construction management consulting. When a contractor
provides service to the joint venture, College Oak Investments reviews the
invoice and checks to ensure the work has been adequately performed. We then
bill the joint venture for the amount of the contract plus a 3% fee.
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.
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.
-17-
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.
CERTAIN TRANSACTIONSAND RELATED TRANSACTIONS
--------------------------------------------
In January 2004, we issued 880,000 shares of common stock to Carey G.
Birmingham in consideration for management services rendered and in connection
with our formation.
In January 2004, we issued 1,000,000 shares of common stock to David Loev
in consideration for legal services rendered in connection with our formation
and agreeing to prepare our SB-2 registration statement. In January 2004, the
Company committed to pay Mr. Loev an additional $30,000 for legal fees
associated with this registration statement. As of this date, there is no
written agreement with Mr. Loev regarding this fee.
In January 2004, we issued 50,000 shares of common stock to David W. Mooney
in consideration for consulting services, which include sourcing new clients and
providing architectural review for proposed projects, as needed.
-18-
In January 2004, we issued 50,000 shares of common stock to Jay Alkire in
consideration for consulting services, which include sourcing new clients and
providing valuable construction expertise, as well as trade and subcontractor
contacts, on a project by project basis, as needed.
In January 2004, we issued 50,000 shares of common stock to H. Alex Yount
in consideration for consulting services, including real estate finance,
leasing, market knowledge and property management expertise on a project by
project basis, as needed.
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.
We are currently sharing office space leased by BFP Texas, Ltd., one of our
shareholders, rent free on a month-to-month basis. The lease by BFP Texas, Ltd.
expires on December 31, 2004, and after that time, we plan on using space in Mr.
Birmingham's home, also on a rent free, month-to-month basis, until such time as
we require and can afford new office space.
PRINCIPAL STOCKHOLDERS
-----------------------
The table below sets forth, as of September 9, 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(1) PERCENTAGE OF OWNERSHIP
Carey G. Birmingham(2) 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) The listed beneficial owners have no right to acquire any shares of the
Company through outstanding warrants, options, or any other type of conversion
privilege within sixty days from the date of this filing.
(2) 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.
-19-
DESCRIPTION OF CAPITAL STOCK
----------------------------
COMMON STOCK
We are authorized to issue up to 100,000,000 shares of common stock. As of
September 9, 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.
-20-
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.
SHARES BENEFICIALLY AMOUNT OFFERED SHARES PERCENTAGE
STOCKHOLDER OWNED (ASSUMING ALL SHARES BENEFICIALLY (IF GREATER
NAME CONSIDERATION BEFORE RESALE IMMEDIATELY SOLD) OWNED AFTER THAN 1%)
RESALE
Brenda Yount . . . . . Cash 2,000 2,000 -
Ray Barger . . . . . . Cash 2,000 2,000 -
Lisa Stewart . . . . . Cash 2,000 2,000 -
Jay Alkire . . . . . . Services 50,000 50,000 -
Alex Yount . . . . . . Services 50,000 50,000 -
David Mooney . . . . . Cash 2,000 2,000 -
David Mooney . . . . . Services 50,000 50,000 -
Nina Mooney. . . . . . Cash 2,000 2,000 -
Janet T. Birmingham. . Cash 2,000 2,000 -
Stephen Birmingham . . Cash 2,000 2,000 -
Brad Smith . . . . . . Cash 2,000 2,000 -
Harriet Birmingham . . Cash 2,000 2,000 -
Mark Birmingham. . . . Cash 2,000 2,000 -
Stephen Kramer . . . . Cash 2,000 2,000 -
Trae O.High. . . . . . Cash 2,000 2,000 -
Dr. Ed Lahniers. . . . Cash 2,000 2,000 -
Jennie Loev. . . . . . Cash 2,000 2,000 -
Rafi Sonsino . . . . . Cash 2,000 2,000 -
Kevin McAdams. . . . . Cash 2,000 2,000 -
Gwen Carden. . . . . . Cash 2,000 2,000 -
Robert McMahon . . . . Cash 2,000 2,000 -
BFP Texas, Ltd.. . . . Cash 2,000 2,000 -
Christopher Crumpler . Cash 2,000 2,000 -
Christopher Matthews . Cash 2,000 2,000 -
Dr. Harold Yount . . . Cash 2,000 2,000 -
Rita Stewart . . . . . Cash 2,000 2,000 -
Hans Hodell. . . . . . Cash 2,000 2,000
Kwajo M. Sarfoh. . . . Cash 2,000 2,000 -
Ali Ahmed, PC (Corp.). Cash 2,000 2,000 -
Jacob Cohen. . . . . . Cash 2,000 2,000 -
Steven Weiss . . . . . Cash 2,000 2,000 -
Tony Meade . . . . . . Cash 2,000 2,000 -
Chris Ullman . . . . . Cash 2,000 2,000 -
Robert Moore . . . . . Cash 2,000 2,000 -
Charlie Butler . . . . Cash 2,000 2,000 -
Roberto Berrios. . . . Cash 2,000 2,000 -
Geraldine Smith. . . . Cash 6,000 6,000 -
Gregorio Inestroza . . Cash 4,000 4,000 -
Eric Hymowitz. . . . . Cash 2,000 2,000 -
Brian Harris . . . . . Cash 2,000 2,000 -
Breitman Family Trust. Cash 2,000 2,000 -
Dan Gostylo. . . . . . Cash 2,000 2,000 -
TOTAL. . . . . . . . . 234,000 234,000 -
-21-
RESALE OF COMMON STOCK BY SELLING STOCKHOLDERS
SHARES CURRENTLY OUTSTANDING
None of the selling shareholders are broker-dealers or affiliates of
broker-dealers.
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. Each broker-dealer who is involved in
the offering must seek and obtain clearance of the underwriting compensation and
arrangements from the NASD Corporate Finance Department. 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.
Before our Common Stock is listed on the OTC Bulletin Board, selling security
holders will sell at a stated, fixed price. Once our Common Stock is listed on
the OTC Bulletin Board, it will be subject to the requirements of Rule 15(g)9,
promulgated under the Securities Exchange Act as long as the price of our Common
Stock is below $5.00 per share. Under such rule, broker-dealers who recommend
low-priced securities to persons other than established customers and accredited
investors must satisfy special sales practice requirements, including a
requirement that they make an individualized written suitability determination
for the purchaser and receive the purchaser's consent prior to the transaction.
The Securities Enforcement Remedies and Penny Stock Reform Act of 1990 also
requires additional disclosure in connection with any trades involving a stock
defined as a penny stock. Generally, the Commission defines a penny stock as any
equity security not traded on an exchange or quoted on NASDAQ that has a market
price of less than $5.00 per share. The required penny stock disclosures include
the delivery, prior to any transaction, of a disclosure schedule explaining the
penny stock market and the risks associated with it.
Relationships of Selling Shareholders
- - Brenda Yount is the wife of H. Alex Yount, a shareholder and consultant to
our company.
- - Jay Alkire is a consultant to our company and president of Sage
Development and Construction, the primary subcontractor on one of our
projects, the QuadK Building in San Antonio, TX.
- - Alex Yount is a consultant to our company.
- - David Mooney is a consultant to our company.
- - Nina Mooney is the wife of David Mooney
- - Janet Birmingham is the mother of the President of our company, Carey G.
Birmingham
- - Stephen Birmingham is the father of the President of our company, Carey G.
Birmingham
- - Harriet Birmingham is the sister of the President of our company, Carey G.
Birmingham
- - Mark Birmingham is the brother of the President of our company, Carey G.
Birmingham
- - Stephen J. Kramer is the owner of QuadK and the client for one of our
projects.
- - Jennie Loev is the sister of David Loev, our corporate counsel and
founder.
- - BFP Texas, Ltd. is a Texas Limited Partnership. Carey Birmingham, our
president and founder is co-trustee of the Janet Birmingham Inter Vivos
Trust,
General Partner of the BFP Texas, Ltd.
- - Dr. Harold Yount is the father of Alex Yount, a consultant to our company.
-22-
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.
WHERE YOU CAN FIND MORE INFORMATION
-----------------------------------
This Prospectus does not contain all of the information with respect to the
various agreements and other documents referred to herein. The delivery of this
Prospectus 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.
-23-
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.
-24-
Financial Statements
COLLEGE OAK INVESTMENTS, INC.
(A Development Stage Company)
BALANCE SHEET
July 31, 2004
(Unaudited)
ASSETS
Cash $ 8,625
Accounts receivable 5,493
Investment in joint venture 396
--------
Total current assets $ 14,514
========
LIABILITIES & STOCKHOLDERS' DEFICIT
Accounts Payable $ 37,104
--------
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, 2,122,000 shares issued
and outstanding 2,122
Additional paid in capital 210,078
Deficit accumulated during the development stage (234,790)
--------
TOTAL STOCKHOLDERS' DEFICIT (22,590)
--------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 14,514
========
F-1
COLLEGE OAK INVESTMENTS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Three Months Ending July 31, 2004, and Period from
February 3, 2004 (Inception)
Through July 31, 2004
(Unaudited)
Three
Months Inception
--------- ---------
Revenues
General contracting $ 37,374 $ 37,374
Management fees 527 527
--------- ---------
Total revenues 37,901 37,901
Cost of revenues 35,716 35,716
--------- ---------
Gross profit 2,185 2,185
Administrative expenses
- cash 1,429 33,975
- non-cash - 203,000
--------- ---------
Net income (loss) $ 756 $ (234,790)
========= =========
Basic and diluted net
income per common share $ 0.00
Weighted average common
shares outstanding 2,117,143
F-2
COLLEGE OAK INVESTMENTS
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Three Months Ended July 31, 2004 and Period from
February 3, 2004 (Inception)
Through July 31, 2004
(Unaudited)
Three
Months Inception
--------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ 756 $ (234,790)
Adjustments to reconcile net loss
to cash used in operating activities:
Stock issued for services - 203,000
Changes in:
Accounts receivable (5,493) (5,493)
Accounts payable 6,349 37,104
--------- ----------
NET CASH USED IN OPERATING ACTIVITIES 1,612 (179)
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase in joint venture (396) (396)
--------- ----------
NET CASHED USED IN INVESTING ACTIVITIES (396) (396)
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of stock 2,600 9,200
--------- ----------
NET CHANGE IN CASH 3,816 8,625
Cash balance, beginning 4,809 -
--------- ----------
Cash balance, ending $ 8,625 $ 8,625
========= =========
F-3
COLLEGE OAK INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of College Oak
Investments, Inc. ("College Oak"), have been prepared in accordance with
accounting principles generally accepted in the United States of America and the
rules of the Securities and Exchange Commission ("SEC"), and should be read in
conjunction with the audited financial statements and notes thereto contained in
College Oak's latest annual report filed with the SEC on Form SB-2. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for fiscal year 2004, as reported
in the SB-2, have been omitted.
F-4
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
- accrued legal expense $ 30,000
- other 2,545
- non-cash financial and consulting expense 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
(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 1,000*
Legal Fees and Expenses 30,000*
Accounting Fees and Expenses 10,000*
Miscellaneous 2,000*
------
TOTAL $43,000.03*
============
*Estimated.
-25-
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. The following list
indicates the month and year in which these securities were sold:
Name NO. OF SHARES DATE SOLD
- ---- --------------- ----------
Brenda Yount 2,000 March 2004
Ray Barger 2,000 March 2004
Lisa Stewart 2,000 March 2004
David Mooney 2,000 March 2004
Nina Mooney 2,000 March 2004
Janet T. Birmingham 2,000 March 2004
Stephen Birmingham 2,000 March 2004
Brad Smith 2,000 March 2004
Harriet Birmingham 2,000 March 2004
Mark Birmingham 2,000 March 2004
Stephen Kramer 2,000 March 2004
Trae O.High 2,000 March 2004
Dr. Ed Lahniers 2,000 March 2004
Jennie Loev 2,000 March 2004
Rafi Sonsino 2,000 March 2004
Kevin McAdams 2,000 March 2004
Gwen Carden 2,000 April,2004
Robert McMahon 2,000 April 2004
BFP Texas, Ltd. 2,000 February 2004
Christopher Crumpler 2,000 April 2004
Christopher Matthews 2,000 April 2004
Dr. Harold Yount 2,000 April 2004
Rita Stewart 2,000 April 2004
Hans Hodell 2,000 April 2004
Kwajo M. Sarfoh 2,000 April 2004
Ali Ahmed, PC (Corp.) 2,000 April 2004
Jacob Cohen 2,000 April 2004
Steven Weiss 2,000 April 2004
Tony Meade 2,000 April 2004
Chris Ullman 2,000 April 2004
Robert Moore 2,000 April 2004
Charlie Butler 2,000 May,2004
Roberto Berrios 6,000 May,2004
Geraldine Smith 4,000 May 2004
Gregorio Inestroza 2,000 May 2004
Eric Hymowitz 2,000 May 2004
Brian Harris 2,000 May 2004
Breitman Family Trust 2,000 May 2004
Dan Gostylo 2,000 May 2004
-26-
All of the above offerings and sales were deemed to be exempt under Rule
506 of Regulation
D and section 4(2) of the Securities Act of 1933, as amended. No advertising or
general solicitation was employed in offering the securities. The offerings and
sales were made to a limited number of persons and the Company made independent
determinations that all of these persons were sophisticated investors, and that
they were capable of analyzing the merits and risks of their investment.
In particular, our company confirmed that with respect to the exemption claimed
under Rule 506 D and section 4(2) of the Securities Act of 1933, that:
(i) Each purchaser referred to gave written assurance of investment intent
without a view for resale and certificates for shares sold to each
purchaser bear a legend consistent with such investment intent and
restricting transfer;
(ii) Sales were made to a limited number of persons. No general solicitation to
the public was made in connection with such sales;
(iii) Each purchaser represented in writing that he had sufficient
sophistication to evaluate the investment and could afford to lose his
entire investment without adversely affecting his lifestyle;
(iv) Neither our company nor any person acting on our behalf offered or sold
shares by means of any form of general solicitation or general advertising;
(v) The purchasers represented in writing that they acquired the shares for
their own accounts.
(vi) Shareholders have been placed on notice that their securities will need to
be sold in compliance with Rule 144 of the Act, and may not be transferred
otherwise.
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(3) Legal Opinion of Counsel
10.1(2) Joint Venture Agreement with Schertz Parkway Ventures, LLC
10.2(3) General Contracting and Construction Management Contract
with QuadK, LLC
23.1(3) Consent of Malone & Bailey, PLC
23.2(3) 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 as an exhibit to our Form SB-2 Registration Statement filed on
August 8, 2004.
(3) Filed herewith.
-27-
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.
-28-
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
9th day of September, 2004.
COLLEGE OAK INVESTMENTS, INC.
By: /s/ Carey G. Birmingham
CAREY G. BIRMINGHAM, President ,Chief
Executive Officer, and Principal
Accounting 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, CEO, Principal
Accounting Officer, and September 9, 2004
Director
CAREY G. BIRMINGHAM
-29-
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
September 9, 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.
This opinion opines upon Nevada Law including the statutory provisions, all
applicable provisions of the Nevada Constitution and reported decisions
interpreting those laws.
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 10.2
AIA DOCUMENT A105
STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR FOR A SMALL PROJECT
WHERE THE BASIS OF PAYMENT IS A STIPULATED SUM
1993 SMALL PROJECTS EDITION
Because this document has important legal consequences, we encourage you to
consult with an attorney before signing it. Some states mandate u cancellation
period or require other specific- disclosures, including warnings for hone
improvement contract, when document such as this will he used .for Work on the
Owner's :s personal residence. Your attorney should insert all language required
by slate or local law to he included in ibis Agreement. Such statements may he
entered in the space provided below or if required by law, above the signatures
of the parties.
This AGREEMENT is made:
(Date)
June 1, 2004
BETWEEN the Owner:
Quadk, LLC
8012 Rocking Horse Lane Fair Oaks Ranch, TX 78015
and the Contractor:
College Oak Investments, Inc. 16161 College Oak, S. 101 San Antonio,
TX 78249
for the following Project:
Office Building for: Stephen J. Kramer Architecture & Design, Inc.
The Architect is:
Stephen J. Kramer Architecture & Design, Inc.
The Owner and Contractor agree as follows.
ARTICLE 1
THE CONTRACT DOCUMENTS
The Contractor shall complete the Work described in the Contract Documents for
the project. The Contract Documents consist of:
..1 this Agreement signed by the Owner and Contractor;
..2 AIA Document A205, General Conditions of the Contract for Construction of
a Small Project, current edition;
..3 the Drawings and Specifications prepared by the Architect, dated and
enumerated as follows:
Drawings:
See attached sheet index
Specifications:
Contained in Drawings
..4 addenda prepared by the Architect as follows:
N/A
..5 written change orders or orders for minor changes in the Work issued
after execution of this Agreement; and
..6 other documents, if any, identified as follows:
Subsurface exploration and foundation analysis provided by Intec.
ARTICLE 2
DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION DATE
The date of commencement shall be the date of this Agreement unless otherwise
indicated below. The Contractor shall substantially complete the Work not later
than
December 15, 2004,
subject to adjustment by Change Order.
(insert the date or number of calendar days after the date of commencement)
ARTICLE 3
CONTRACT SUM
3.1 Subject to additions and deductions by Change Order, the Contract Sum
is:
$329,067.28 (Three hundred twenty nine thousand sixty seven
dollars and .28/100)
3.2 For purposes of payment, the Contract Sum includes the following values
related to portions of the Work:
PORTION OF WORK VALUE
SEE ATTACHED PROPOSAL AND PRICING BREAKDOWN
3.3 The Contract Sum shall include all items and services necessary
for the proper execution and completion of the Work.
ARTICLE 4
PAYMENT
4.1 Based on Contractor's Applications for Payment certified by the
Architect, the Owner shall pay the Contractor as follows:
(Here insert payment procedures and provisions for retainage if any.)
The period covered by each application for payment shall be one
calendar month. Provided that the application is received by the 25th
of the month the architect shall act on the application within 5
working days and the owner shall make payment within 5 working days of
receipt of the approved application. The application shall be based
upon the Proposal (Schedule of Values) referred to in Article 3.2
herein and shall reflect the percentage of work completed at the time
of the application. Monthly payment shall consist of the portion of
the Contract Sum properly allocated to completed work, less retainage
of 10%.
4.2 Payments due and unpaid under the Contract Documents shall bear
interest from the date payment is due at the rate of , or in the
absence thereof, at the legal rate prevailing at the place of the
Project.
(Usury laws and requirements under the Federal Truth in Lending Act,
similar state and local consumer credit laws and other regulations at
the Owners and Contractor's principal places of business the location
of the Project and elsewhere may affect the validity of this
provision.)
ARTICLE 5
INSURANCE
5.1 The Contractor shall provide Contractor's Liability and other Insurance
as follows:
(Insert specific insurance required by the Owner.)
General Liability
Umbrella Liability
Owner named as additional insured
5.2 The Owner shall provide Owner's Liability and Owner's Property
insurance as follows:
(Insert specific insurance furnished by the owner.)
General Liability
Builder's Risk
Replacement Cost of Building (not to exceed $350,000)
5.3 The Contractor shall obtain an endorsement to its general liability
insurance policy to cover the Contractor's obligations under Paragraph
3.12 of AIA Document A205, General Conditions of the Contract for
Construction of Small Project.
5.4 Certificates of insurance shall be provided by each party showing
their respective coverage's prior to commencement of the Work.
ARTICLE 6
OTHER TERMS AND CONDITIONS
(insert any other terms or conditions below.)
N/A
This Agreement entered into as (of the day and year first written above.
(If required by law insert cancellation period, disclosures or other warning
statements above the signatures.)
OWNER
Quadk, LLC by Stephen J. Kramer
- ------------------------------------
(Printed name, title and address)
8012 Rocking Horse Lane
- --------------------------
Fair Oaks Ranch, TX 78015
- -----------------------------
CONTRACTOR
College Oak Investments, Inc.
- --------------------------------
(Printed name, title and address)
16161 College Oak, S. 101
- -----------------------------
San Antonio, TX 78249
- ------------------------
LICENSE NO.
JURISDICTION Bexar County, TX
------------------
CAUTION: You should sign an original AIA document which has this caution printed
in red. An original assures that changes will not be obscured as may occur when
documents are reproduced. See Instruction Sheet for Limited License for
Reproduction of this document.
{LOGO}
COLLEGE OAK INVESTMENTS, INC.
16161 COLLEGE OAK
SUITE 101
SAN ANTONIO, TX 78249
210-408-6019 EXT. 1
FAX: 210-408-1856
PROPOSAL
DATE: MAY 15.04
KRAMER ARCHITECTS S.F. 3038.00
- ----------------- ------------
DESCRIPTION COST COST/SF
- ----------- ---- -------
GENERAL CONDITIONS 29,900.00 9.84
EQUIPMENT 3,400.00 1.12
FINAL CLEANING 759.50 0.25
DEMOLITION 0.00 0.00
SITE FINISH WORK 7,850.00 2.58
CONCRETE 25,549.60 8.41
MASONRY 26,660.00 8.78
STRUCTURAL 44,768.00 14.74
CABINETS & MILLWORK 21,500.00 7.08
ROOFING 25,505.00 7.41
DOORS & HARDWARE 8,912.00 2.93
GLASS 13,550.00 4.46
DRYWALL 8,470.00 2.79
CEILINGS 0.00 0.00
FLOORING 10,032.00 3.30
SPECIALTIES 9,305.75 3.06
PAINT & WALL COVERING 10,080.00 3.32
HVAC 18,620.00 6.13
FIRE ALARM 0.00 0.00
FIRE SPRINKLERS 0.00 0.00
PLUMBING 17,700.00 5.83
ELECTRICAL 21,963.00 7.23
SUBTOTAL 301,514.85 99.25
CONTRACTOR'S OVERHEAD & FEE 15,076.24 4.96
SALES TAX 12,466.17 4.10
- --------------------------- ------------ -------
TOTAL 329,067.26 108.32
SHEET INDEX
L1.0 LANDSCAPE PLANTING PLAN TAS1.0 ACCESSIBILITY STANDARDS
L1.1 LANDSCAPE PLANTING DETAILS TAS1.1 ACCESSIBILITY STANDARDS
1,.2. LANDSCAPE IRRIGATION PLAN
L2.1 LANDSCAPE IRRIGATION DETAILS
M1.0 MECHANICAL FLOOR PLANS
C1.0 DIMENSION SITE PLAN MECHANICAL NOTES
SITE UTILITY PLAN M2.0 MECHANICAL SECTIONS,
SITE DETAILS SCHEDULES 8 DETAILS
C1.1 SITE GRADING/DRAINAGE PLAN P1.0 PLUMBING FLOOR PLAN
SITE DETAILS RISER 8 DETAILS
P2.0 PLUMBING ENLARGED PLAN
S1 STRUCTURAL NOTES, SECTION NOTES & DETAILS
AND DETAILS E1.0 ELECTRICAL FLOOR PLAN
ELECTRICAL NOTES
E1.1 REFLECTED CEILING PLAN
LIGHTING PLAN
A1.0 ROOF PLAN / DETAILS
A2.0 FLOOR PLANS / SCHEDULES
A4.0 WALL SECTIONS / DETAILS A5.0 CABINET DETAILS
A5.1 INTERIOR / CABINET ELEVS.
AS1.0 ARCHITECTURAL SPECS.
AS1.1 ARCHITECTURAL SPECS.
AS1.2 ARCHITECTURAL SPECS.
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.
September 9, 2004
/s/ Malone & Bailey, PLLC
Malone & Bailey, PLLC
www.malone-bailey.com
Houston, Texas