Hydrogen Hybrid Technologies, Inc. – ‘424B3’ on 4/30/02

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Prospectus   —   Rule 424(b)(3)
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 1: 424B3       Prospectus                                            67    231K 

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PROSPECTUS                              Filed pursuant to Rule 424(b)(3)        
                                      Registration No. 333-76242

PINOAK, INC.

3,000,000 shares of Common Stock  
$0.025 per share.     
Minimum Purchase: 10,000 shares   

This is Pinoak, Inc.'s initial public offering.                                 

Prior to this Offering, no public market exists for these shares.  This         
offering is being made on a best efforts basis.  It will expire 90 days         
from the date of this prospectus.  The offering will not be extended.           

Investing in common stock involves risks that are described in the "Risk        
Factors" section beginning on Page 8 of this Prospectus.                        

----------------------
Offering Information
----------------------

                                                                [Download Table]

=========================================================================
                       Shares      Price To  Selling          Proceeds To
                       Offered     Public    Commissions      Company    
                                                                         
Per share:                                                               
Min. Share Amount      1,000,000   $0.025    $0.00            $25,000    
Max. Share Amount      3,000,000   $0.025    $0.00            $75,000    
=========================================================================

We are offering for sale 3,000,000 shares of common stock, at a purchase        
price of $0.025 per share.  The shares shall be sold exclusively by us on a     
direct participation basis for a period of ninety days.  This offering will     
be conducted directly by us through our officer/director according to the       
safe harbor provisions  of Rule 3a4(1) of the Securities Exchange Act of 1934.  
The minimum offering or proceeds to be raised is $25,000.  The maximum          
offering or proceeds to be raised is $75,000.  If the minimum offering is not   
achieved, the proceeds held in escrow will be returned.                         

Our offering is being made in compliance with Rule 419 of SEC Regulation C,     
under which the offering proceeds and the securities to be issued to            
purchasers will be placed in an escrow account until the offering has been      
reconfirmed by our shareholders and a business has been acquired in             
accordance with the provisions of that rule.  Up to 80% of the offering         
may be purchased by our officer/director, who is also our sole shareholder,     
and any of his affiliates or associates.    No public market may ever           
develop. Even if a market develops, you may not be able to sell your            
shares.                                                                         

----------------------------------------

This investment involves a high degree of Risk.  You should purchase shares     
only if you can afford a complete loss. See "Risk Factors" beginning on page 8. 

----------------------------------------  

NEITHER THE SECURITIES AND EXCHANGE COMMISSION 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 April 25, 2002       

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TABLE OF CONTENTS             
-----------------             

PROSPECTUS SUMMARY............................................4                 
LIMITED STATE REGISTRATION....................................5                 
SUMMARY FINANCIAL INFORMATION.................................7                 
RISK FACTORS..................................................8                 
YOUR RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419........19                 
DILUTION.....................................................21                 
USE OF PROCEEDS..............................................23                 
CAPITALIZATION...............................................27                 
PLAN OF DISTRIBUTION.........................................28                 
PROPOSED BUSINESS............................................29                 
PLAN OF OPERATION............................................37                 
DESCRIPTION OF CAPITAL STOCK.................................38                 
SHARES ELIGIBLE FOR FUTURE SALE..............................40                 
MANAGEMENT...................................................41                 
CONFLICT OF INTEREST.........................................42                 
PRINCIPAL SHAREHOLDERS.......................................44                 
CERTAIN TRANSACTIONS.........................................45                 
WHERE CAN YOU FIND MORE INFORMATION .........................45                 
MARKET FOR OUR COMMON STOCK..................................47                 
REPORTS TO STOCKHOLDERS......................................47                 
LEGAL MATTERS................................................47                 
EXPERTS......................................................47                 
FINANCIAL STATEMENTS.......................................F-1-10               
INDEMNIFICATION OF DIRECTORS AND OFFICERS....................50                 
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION..................51                 
RECENT SALES OF UNREGISTERED SECURITIES......................52                 
EXHIBITS.....................................................53                 
UNDERTAKINGS.................................................54                 
Signatures...................................................55                 
Index to Exhibits............................................56                 

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Dealer Prospectus Delivery Obligation         

No dealer, salesman or any other person has been authorized to give any         
information or to make any representations other than those contained in        
this prospectus, and if given or made, such information or representations      
must not be relied upon as having been authorized by us.  This prospectus       
does not constitute an offer to sell or a solicitation of any offer to buy      
any securities in any jurisdiction in which such an offer or solicitation       
would be unlawful.  The delivery of this prospectus shall not under any         
circumstances create any implication that there has not been any change in      
our affairs since the date of delivery; however, any changes that may have      
occurred are not material to an investment decision.  In the event there        
have been any material changes in our affairs, a post-effective amendment       
will be filed. We reserve the right to reject any order, in whole or in         
part, for the purchase of any of the shares offered.                            

Until 90 days after the date when the funds and securities are released         
from the escrow account, all dealers effecting transactions in the shares,      
whether or not participating in this distribution, may be required to           
deliver a prospectus.  This is in addition to the obligation of dealers to      
deliver a prospectus when acting as underwriters to their unsold allotments     
or subscriptions.                                                               

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Prospectus Summary

PINOAK, INC.
10801 E. Grove Street 
Mesa, AZ  85208 
(480) 984-8446  

THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.     
BECAUSE THIS IS A SUMMARY, IT MAY NOT CONTAIN ALL OF THE INFORMATION THAT       
YOU SHOULD CONSIDER BEFORE RECEIVING A DISTRIBUTION OF OUR COMMON STOCK. YOU    
SHOULD READ THIS ENTIRE PROSPECTUS CAREFULLY.                                   

We were organized under the laws of the State of Nevada on December 31, 1998,   
under the name Pinoak, Inc.  We are a development stage entity, and have        
neither engaged in any operations nor generated any revenues to date.           
The Company has been dormant since its date of inception until December,        
2001.                                                                           

We were organized as a vehicle to acquire or merge with an existing business    
or company.  A company with this purpose and structure is referred to as a      
"blank check company" as defined in Rule 419 of Regulation C under the          
Securities Act of 1933.  We have not yet identified any specific target         
business or company.                                                            

More about Rule 419:                                                            
--------------------                                                            

The securities purchased by you and other investors and the funds received      
in the offering will be deposited and held in an escrow account until an        
acquisition meeting specific criteria is completed.  Once that agreement has    
been executed, we will update the registration statement with a post-           
effective amendment.  This will give details of the acquisition.  You will      
then have 45 days to reconfirm your investment.  Investors who do not           
reconfirm will receive a refund.  Funds and securities will be released once    
the escrow agent is satisfied that all provisions have been met and the         
transaction has closed.  (See "Your Rights under Rule 419.")                    

Persons should not purchase shares in the offering if they expect short-term    
earnings or appreciation in the value of our company.                           

The Offering:                                                                   
-------------                                                                   
Securities offered               3,000,000 shares of common stock, $0.001       
              par value, Maximum Offering.

                          1,000,000 shares of common stock, $0.001
              par value, Minimum Offering.

                            These shares are being offered on a direct
                           participation basis; that is, they are to
       be self-underwritten.

   $0.025 per share.
                       (See "Description of Capital Stock".)

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Common stock outstanding         2,000,000 shares                               
prior to the offering                                                           
Common stock to be               5,000,000 shares (Maximum Offering)            
outstanding after the offering   3,000,000 shares (Minimum Offering)            

Dilution:  Dilution to the investors in this offering will be approximately     
$0.015 (minimum offering per share) and $0.009 (maximum offering).              

Dividends:  No dividends have yet been paid and none will be paid in the        
foreseeable future.                                                             

Limited State Registration:  Initially, our securities may be sold in Arizona   
and Nevada only (although we are considering registering the shares in other    
states) according to filings in the States of Arizona and Nevada.  (See         
"Special State Law Considerations" for a discussion of the resale limitations   
that result from this limited state registration.)                              

Use of Proceeds:  If the maximum shares are sold, the gross proceeds of this    
offering will be $75,000; if the minimum, $25,000.  Though we could request     
10% of these funds under Rule 419 prior to the reconfirmation, we do not        
intend to do so.  Less approximately $2,500 in escrow and offering expenses,    
proceeds will be used to defray the costs of finding and consummating a         
business combination.  We estimate these costs could run as much as $25,000.    

Plan Of Distribution:  Our executive officer, Mr. Rick Jesky, will sell         
all shares.  He will receive no compensation or commissions for doing so,       
and will limit his activities in the making of this offering to delivering      
this prospectus and answering questions from prospective investors.  Though     
reserving the right to do so, management will not use broker-dealers in the     
making of this offering.                                                        

Proposed Business:  PINOAK will not restrict its search to any particular       
business, industry, or geographical location, and may evaluate and enter        
into any type of business in any location.  In seeking a business venture,      
the decision of management will be based on the business objective of seeking   
long-term capital appreciation in the real value of the business acquired       
by Pinoak, Inc.                                                                 

The analysis of new businesses will be undertaken by or under the supervision   
of our officer/director.  It is anticipated that the analysis of specific       
proposals and the selection of a business will take several months, to          
which additional months will be added by the reconfirmation process of Rule     
419.                                                                            

For details of the way in which an acquisition might be structured, see         
"Proposed Business: Form and Structure of Acquisition."                         

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Daily Operations:  Until an active business is commenced or acquired, we        
will have only one employee, our sole officer, for day-to-day operations.       

Plan of Operation:  As of December 31, 2001, we have no significant expenses    
with the exception of incorporation fees, accounting fees, SEC filing fees,     
and escrow establishment fees.  Virtually all of our expenses, to be funded     
by the money in our treasury or by management, are attributable to our          
efforts to identify a suitable acquisition candidate and close the              
acquisition.  Up to that time, we anticipate our expenses to be limited to      
accounting, legal, transfer agent, and filing fees, plus telephone and          
mailing expenses.                                                               

Management:  Mr. Rick Jesky of Mesa, Arizona is the sole officer, director,     
and shareholder of Pinoak, Inc.  He has limited business experience; this is    
his first experience with a 419 company.  He currently receives no salary or    
other compensation and devotes time to Pinoak, Inc. in and around other         
activities.                                                                     

Method of Subscribing:  Prospective investors should make their checks          
payable to Pinoak, Inc., c/o Southwest Escrow Company (escrow agent) and        
remit the checks and subscription agreements to Southwest Escrow Company,       
8215 S. Eastern Avenue, Suite 100, Suite 205, Las Vegas, Nevada 89123.          
Subscriptions may not be withdrawn once made except in accordance with          
applicable law.                                                                 

We reserve the right to reject all or part of any subscription at our sole      
discretion even if payment is made, and to withdraw this blank check            
offering at any time prior to our acceptance of the subscriptions received.     

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 SUMMARY FINANCIAL INFORMATION
 -----------------------------

The table below contains certain summary historical financial data for          
Pinoak, Inc.  The historical financial data for the period ended December,      
31, 2001 has been derived from our financial statements appearing               
elsewhere in this prospectus and should be read in conjunction with those       
financial statements and the notes to them.                                     

                                                                [Download Table]
CAPTION>                                                                   

                                                          December 31, 2001
                                                          --------------   
                                                                           
INCOME STATEMENT:                                                          
Net Sales                                                    $     0       

Net Income                                                   $    (0)      

BALANCE SHEET (at end of period):                                          
Cash on Hand                                                 $ 2,013       
                                                             --------      
Total Assets                                                 $ 2,013       
Total Indebtedness                                           $     0       

Total Shareholders Equity                                    $ 2,013       

PER SHARE(1):                                                              
Income per common share                                      $     0       
Net Income per common share (at end of period)               $ (0.00)      
Net Income per share on a fully dilated basis                $ (0.00)      


(1)  Number of shares of common stock outstanding during period was             
2,000,000.                                                            

This offering will expire 90 days from the date of this prospectus.  The        
offering will not be extended.                                                  

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RISK FACTORS
------------

There is a high degree of risk associated with an investment in our common      
stock.  You should know that our business, financial condition or results of    
operations, and, more importantly, that of any business we acquire, could be    
materially and adversely affected by any of the following risks.  You should    
carefully consider the following factors in addition to the other               
information in this prospectus before considering the purchase of shares.       

We have no operating history or revenue and only minimal assets, there is a     
risk that we will be unable to continue as a going concern and consummate a     
business combination.                                                           
---------------------------------------------------------------------------     

We have had no recent operating history nor any revenues or earnings from       
operations since inception.   The company has been dormant from its date of     
inception until December, 2001.  We have no significant assets or financial     
resources.  We will, in all likelihood, sustain operating expenses without      
corresponding revenues, at least until the consummation of a business           
combination.  This may result in our incurring a net operating loss that will   
increase continuously until we can consummate a business combination with a     
profitable business opportunity.  We cannot assure you that we can identify a   
suitable business opportunity and consummate a business combination.            

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We are in a highly competitive market for a small number of business            
opportunities, there is a risk that we would be an insignificant                
participant among other companies with larger financial resources.              
---------------------------------------------------------------------------     

The Company is and will continue to be an insignificant participant in the      
business of seeking  mergers with, joint ventures with and acquisitions of      
small private and public entities. A large number of established and well-      
financed entities, including venture capital firms, are active in mergers       
and acquisitions of companies that may be desirable target candidates for       
us.                                                                             

Nearly all these entities have significantly greater financial resources,       
technical expertise and managerial capabilities than we do and, consequently,   
we will be at a competitive disadvantage in identifying possible business       
opportunities and successfully completing a business combination.  Moreover,    
we will also compete in seeking merger or acquisition candidates with numerous  
other small public companies                                                    

You will not have access to your funds while they are held in escrow.           
---------------------------------------------------------------------           

If we are unable to locate an acquisition candidate meeting these acquisition   
criteria, you will have to wait 18 months from the date of this prospectus      
before a proportionate portion of your funds are returned, without interest.    
You will be offered return of your proportionate portion of the funds held in   
escrow only upon the reconfirmation offering required to be conducted upon      
execution of an agreement to acquire an acquisition candidate that represents   
80% of the maximum offering proceeds.                                           

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The issuance of additional stock to consummate a business combination will      
reduce your percentage of ownership in the Company, and reduce the value        
of your shares.                                                                 
----------------------------------------------------------------------------    

Our primary plan of operation is based upon a business combination with a       
private concern that, in all likelihood, would result in the issuance of our    
securities to the shareholders of the private company.  The issuance of         
previously authorized and unissued common stock would result in reduction in    
percentage of shares owned by present and  prospective shareholders of the      
Company and may result in a change in control or management.                    

There may be limitations on your ability to resell your shares.                 
---------------------------------------------------------------                 

Initially, our securities may be sold in the States of Nevada and Arizona       
only, and may be resold by you in Nevada and Arizona only until a resale        
exemption is available in other states.                                         

You are subject to dilution which will lower the value of your shares.          
----------------------------------------------------------------------          

The difference between the initial public offering price per share of common    
stock and the net tangible book value per share after this offering             
constitutes the dilution to investors in this offering.  Net tangible book      
value per share of common stock is determined by dividing our net tangible      
book value by the number of shares of common stock outstanding.                 

Assuming the sale of the maximum number of shares based on our financial        
statements as of December 31, 2001, new investors will incur an immediate       
dilution of approximately $0.009 or 36.53% per share after the offering of      
the maximum number of shares is consummated.  The existing stockholder of       
our company acquired his shares of common stock at a price of $0.001 per        
share which is $.024 per share lower than the offering price of the shares.     
Accordingly, new investors will bear virtually all of the risks inherent        
in an investment in this company. (See DILUTION.)                               

There may not be a public market for the shares you buy.                        
--------------------------------------------------------                        

There is no current trading market for the shares, nor can we say for           
certain that a trading market will develop, or, if a trading market does        
develop, that it will be sustained even after we identify a merger candidate    
and consummate a business combination.  The shares, to the extent that a        
market develops for the shares at all, will likely appear in what is            
customarily known as the "pink sheets" or on the NASD's Over-the-Counter        
Bulletin Board, which may limit the marketability and liquidity of the          
shares.  (See Risk Factor, "There are rules for low-priced stocks that may      
affect your ability to resell your shares.")                                    

According to Rule 419, all shares issued by a blank check company, must be      
placed in the Rule 419 escrow account.  These shares will not be released       
from the Rule 419 escrow until (1) the consummation of a merger or              
acquisition as provided for in Rule 419, or (2) the expiration of 18 months     
from the date of this prospectus.  There is no present market for our common    
stock and there is no likelihood of any active and liquid public trading        
market developing following the release of securities from the Rule 419         
escrow.  Thus, stockholders may find it difficult to sell their shares.         

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You may ask for your funds to be returned prior to any acquisition; however,    
you will not be given the opportunity to approve or disapprove any              
particular business acquisition.                                                
---------------------------------------------------------------------------     

Although you may request the return of your funds in connection with the        
reconfirmation offering required by Rule 419, you may not be afforded an        
opportunity specifically to approve or disapprove any particular business       
reorganization or acquisition.  Our officer/director will be able to            
consummate an acquisition of or by us without the approval of our               
shareholders.                                                                   

Certain circumstances could constitute exceptions.  Under applicable            
corporate law, only in the event of a merger, consolidation, or the sale of     
all or substantially all of our assets, will you as a shareholder have the      
right to object to the merger, consolidation, or sale and assert your           
dissenter's right to appraisal of your shares.  Similar restrictions apply if   
an acquisition is consummated in the form of an exchange of securities.         
Though ultimately protected by the reconfirmation, this could adversely         
affect the furthering of your interests within the structure of Pinoak, Inc.    

There is a risk, we will not be able to identify any suitable business          
combinations.                                                                   
-----------------------------------------------------------------------         

We have no arrangement, agreement or understanding with respect to engaging in  
a merger with, joint venture with or acquisition of, a private or public        
entity.  No assurances can be given that we will successfully identify and      
evaluate suitable business opportunities or that we will conclude a business    
combination.  Management has not identified any particular industry or specific 
business within an industry for evaluation.  We cannot guarantee that we will be
able to negotiate a business combination on favorable terms.                    

Since we have not conducted any market research, there is a risk that merger    
or acquisition opportunities do not exist as this time.                         
----------------------------------------------------------------------------    

We have neither conducted, nor have others made available to us, results of     
market research indicating that market demand exists for the transactions we    
contemplate.  Moreover, we do not have, and do not plan to establish, a         
marketing organization.  Even if demand is identified for a merger or           
acquisition, we cannot assure you that we will be successful in completing a    
business combination.                                                           

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There can be no assurance of profitability, even once the acquisition has       
been accomplished.                                                              
-------------------------------------------------------------------------       

We have not established a specific length of operating history or a specified   
level of earnings, assets, net worth or other criteria that we will require a   
target business opportunity to have achieved.  Accordingly, we may enter into   
a business combination with a business opportunity having no significant        
operating history, losses, limited or no potential for earnings, limited        
assets, negative net worth or other characteristics that are indicative of      
development stage companies.                                                    

The requirement of audited financial statements may disqualify potential        
business opportunities.                                                         
-------------------------------------------------------------------------       

Management believes that any potential business opportunity must provide        
audited financial statements for review for the protection of all parties to    
the business combination.  One or more attractive business opportunities may    
choose to forego the possibility of a business combination with us, rather      
than incur the expenses associated with preparing audited financial             
statements.                                                                     

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Since we have very limited capital, we may be required to find additional       
financing, which may be unavailable to us.                                      
---------------------------------------------------------------------------     

As of December 31, 2001, there were $2,013 in assets and $0 in liabilities.     
There was $2,013 available in our treasury as of December 31, 2001.  Assuming   
the sale of all the shares in this offering, we will receive net proceeds of    
approximately $75,000, all of which must be deposited in the escrow account.    
It is unlikely that we will need additional funds, but we may if an             
acquisition candidate insists we obtain additional capital.  We may require     
additional financing in the future in order to close a business combination.    
This financing may consist of the issuance of debt or equity securities.        
These funds might not be available, if needed, or might not be available on     
terms acceptable to us.                                                         

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We are dependent on one officer with no investment background experience or     
expertise in identifying a suitable merger candidate.                           
----------------------------------------------------------------------------    

Our sole officer/director, Rick Jesky, has limited business experience; this    
is his first experience with a 419 company.  As such, he has no investment      
background experience or expertise in identifying a suitable merger candidate   
for Pinoak.                                                                     

There is a risk that if we lose our current management we would be unable to    
continue operations.                                                            
-----------------------------------------------------------------------------   

Notwithstanding the combined limited experience and time commitment of          
management, loss of his services would adversely affect the development of      
our business and its likelihood of continuing operations.                       

The time to be devoted by management may be inadequate.                         
-------------------------------------------------------                         

PINOAK's main officer is currently seeking a position in the teaching           
industry, and will devote only what time he can to the affairs of the           
company.  The sole officer plans to spend little to no time with the company    
until this Registration is approved.  As he does not devote his full time to    
the company, we may end up missing a target opportunity for business            
combination .  Once this registration is approved, the officer will spend       
10-12 hours per week, implementing the Offering process.  (See "MANAGEMENT").   

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Upon a business combination, it is most likely our management will leave        
the company, and the new management may lack the experience to successfully     
run the business.                                                               
---------------------------------------------------------------------------     

We anticipate we will experience a change of control upon the closing of a      
business combination.  In addition, our current managers and directors will     
very probably resign.  We cannot assure you of the experience or                
qualification of new management either in the operation of our activities or    
in the operation of the business, assets, or property being acquired.  As       
such, despite our intention to negotiate the best possible deal for our         
stockholders, no guarantee can be given that new management will be             
responsible in that regard.                                                     

A substantial amount of control is held by present management, who my elect     
to sell his stock at a premium, where other investors may not have the same     
opportunity.                                                                    
---------------------------------------------------------------------------     

It should be noted that our principal officer's shares are not being            
registered on this registration statement, and therefore, he cannot sell        
his shares when this registration statement is declared effective.  No such     
sales, however, can be consummated before the registration statement has        
been made effective.                                                            

The sole officer/director of Pinoak, Inc. currently owns 100% of the common     
stock presently issued and outstanding.  He paid $2,022 for these shares.       
He may, in connection with a proposed merger or acquisition transaction,        
actively negotiate or consent to the purchase of his common stock, though       
he cannot legally do so until our registration statement has been made          
effective.  A premium may be paid on this stock in connection with such a       
purchase, but public investors will neither receive any portion of the          
premium that may be paid nor be afforded an opportunity to approve or           
consent to any particular stock buy-out.  Nor will they be afforded a           
similar opportunity.                                                            

We have not adopted any policy for resolving this conflict.  Potential          
investors should be aware of this contradiction in the structure of this        
offering.                                                                       

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Our discretion in the use of proceeds may conflict with your wishes.            
--------------------------------------------------------------------            

We have some discretion in the use of proceeds.                                 

Of the $25,000-75,000 offering proceeds deposited into the escrow account,      
10%, or $2,500-7,500, may be released to us prior to a confirmation offering    
in which you reconfirm your investment in accordance with procedures            
required by Rule 419.  We do not intend to request release of the 10% funds.    
Accordingly, we will receive all of the escrowed funds in the event a           
business combination is closed under the provisions of Rule 419.  We will       
use these proceeds as indicated in this document under the section  titled      
"USE OF PROCEEDS" but have considerable discretion in deciding how to           
allocate funds.  Investors should be aware of the fact that their wishes        
may not be reflected in the decisions of management in these matters.  If we    
fail to spend the proceeds effectively, our business and financial condition    
could be harmed. (See "USE OF PROCEEDS.")                                       

The nature of our operations are highly speculative.                            
----------------------------------------------------                            

The success of our plan of operation will depend to a great extent on the       
operations, financial condition and management of the identified  business      
opportunity.  While management intends to seek business combination(s) with     
entities  having established operating histories, we cannot assure you that     
we will be successful in locating candidates meeting that criteria.  In the     
event we complete a business combination, the success of our operations may     
be dependent upon management of the successor firm or venture partner firm      
and numerous other factors beyond our control.                                  

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Escrowed securities can only be transferred under limited circumstances.        
------------------------------------------------------------------------        

No transfer or other disposition of the escrowed securities is permitted other  
than by will or the laws of descent and distribution, or under a qualified      
domestic relations order as defined by the Internal  Revenue Code of 1986 as    
amended, or Title 7 of the Employee Retirement Income Security Act, or the      
related rules.  Under Rule 15g-8, it is unlawful for any person to sell or      
offer to sell the securities or any interest in or related to the securities    
held in the Rule 419 escrow account other than under a qualified domestic       
relations  order in divorce proceedings.  Therefore, any and all contracts for  
sale to be satisfied by delivery of the securities and sales of derivative      
securities to be settled by delivery of the securities are prohibited.  You are 
further prohibited from selling any interest in the securities or any derivative
securities whether or not physical delivery is required.                        

Low-priced stocks that may affect your ability to resell your shares.           
---------------------------------------------------------------------           

Penny Stock Regulation Broker-dealer practices in connection with               
transactions in "Penny Stocks" are regulated by certain penny stock rules       
adopted by the Securities and Exchange Commission. Penny stocks generally       
are equity securities with a price of less than $5.00 (other than securities    
registered on certain national securities exchanges or quoted on the NASDAQ     
system). The penny stock rules require a broker-dealer, prior to a              
transaction in a penny stock not otherwise exempt from the rules, to deliver    
a standardized risk disclosure document that provides information about         
penny stocks and the risk associated with the penny stock market. The broker-   
dealer must also provide the customer with current bid and offer quotations     
for the penny stock, the compensation of the  broker-dealer and its             
salesperson in the transaction, and monthly account statements showing the      
market value of each penny stock held in the customer's account.  In            
addition, the penny stock rules generally require that prior to a               
transaction in a penny stock, the broker-dealer must make a written             
determination that the penny stock is a suitable investment for the             
purchaser and receive the purchaser's written agreement to the transaction.     
These disclosure requirements may have the effect of reducing the level of      
trading activity in the secondary market for a stock that becomes subject       
to the penny stock rules.  When the Registration Statement becomes effective    
and the Company's securities become registered, the stock will likely have      
a trading price of less than $5.00 per share and will not be traded on any      
exchanges.  Therefore, the Company's stock is initially selling at $0.025       
per share they will become subject to the penny stock rules and investors       
may find it more difficult to sell their securities, should they desire to      
do so.  This may affect your ability to resell those shares in the public       
market following termination of the Rule 419 escrow.                            

The offering price has been arbitrarily determined and you run the risk of      
paying an amount in excess of what you will ultimately receive.                 
---------------------------------------------------------------------------     

We have arbitrarily determined the offering price of $0.025 per share.  This    
price bears no relation to our assets, book value, or any other customary       
investment criteria, including our prior operating history.  Among factors      
we considered in determining the offering price were:                           

o  Our limited financial resources                                              
o  The amount of equity desired to be retained by present shareholders          
o  The amount of dilution to the public                                         
o  The general condition of the securities markets                              

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In net, it is entirely possible that the facts and circumstances surrounding    
Pinoak, Inc. have been interpreted incorrectly and that the price has been      
set too high.                                                                   

There may be tax consequences to our activities which may adversely effect      
the company or your investment.                                                 
----------------------------------------------------------------------------    

In the course of any acquisition or merger we may undertake, a substantial      
amount of attention will be focused upon federal and state tax consequences     
both to us and the acquisition candidate.  Presently, under the provisions of   
federal and various state tax laws, a qualified reorganization between          
business entities will generally result in tax-free treatment to the parties    
to the reorganization.  While we expect to undertake any merger or              
acquisition so as to minimize federal and state tax consequences both to us     
and the acquisition candidate, such business combination might not meet the     
statutory requirements of a reorganization, or the parties might not obtain     
the intended tax-free treatment upon a transfer of stock or assets. A non-      
qualifying reorganization could result in the imposition of both federal and    
state taxes that may have a substantial adverse effect on us.                   

FORWARD-LOOKING STATEMENTS  
--------------------------  

This prospectus contains forward-looking statements.  We intend to identify     
forward-looking statements in this prospectus using words such as               
"believes," "intends," "expects," "may," "will," "should," "plan,"              
"projected," "contemplates," "anticipates," or similar statements.  These       
statements are based on our beliefs as well as assumptions we made using        
information currently available to us.  Because these statements reflect our    
current views concerning future events, these statements involve risks,         
uncertainties and assumptions.  Actual future results may differ                
significantly from the results discussed in the forward-looking statements.     
Some, but not all, of the factors that may cause these differences include      
those discussed in the Risk Factors section.  You should not place undue        
reliance on these forward-looking statements, which apply only as of the        
date of this prospectus.                                                        

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YOUR RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE     
-------------------------------------------------     

It is important that you know that we have had absolutely no preliminary        
contact or discussion with any representatives of any business regarding the    
possibility or potential for any acquisition or merger.  This offering is       
being conducted according to Rule 419.  You have certain rights and will        
receive the substantive protection provided by this Rule.  To that end,         
the securities purchased by you and other investors and the funds received      
in the offering will be deposited and held in the escrow account until an       
acquisition meeting specific criteria is completed.  The escrow account is      
non interest-bearing and the funds deposited in it are held for the named       
purchasers.  Additionally, Rule 10b-9 applies only until we meet the            
minimum offering of $25,000, after that time, you cannot expect the             
protection provided under the Rule.                                             

You should be aware as well of certain trading restrictions on securities       
held in escrow accounts subject to Rule 419.  According to Rule 15g-8 of the    
Exchange Act, it is unlawful for any person to sell or offer to sell any        
security that is deposited and held in an escrow or trust account pursuant      
to Rule 419 under the Securities Act of 1933, or any interest in or related     
to such security, other than pursuant to a qualified domestic relations         
order as defined by the Internal Revenue Code of 1986, as amended, or Title     
I of the Employee Retirement Income Security Act, or the rules thereunder.      

Acquisition criteria                                                            
---------------------                                                           

Rule 419 requires that, before the funds and the securities can be released,    
we must first execute an agreement to acquire a candidate meeting certain       
specified criteria.  Rule 419(e) requires that "the fair value of the           
business(es) or net assets to be acquired represents at least 80 percent of     
the maximum offering proceeds."  For purposes of this offering, the fair        
value of the business or assets to be acquired must be at least 80% of          
$75,000, that is $60,000.                                                       

The agreement must also include, as a precondition to its closing, a            
requirement that the number of investors representing 80% of the maximum        
offering proceeds must elect to reconfirm their investment.                     

We will not acquire or merge with any business or company to which our          
officer/director or any associated person has any relationship.  Any merger     
or acquisition will be strictly at arm's length.  This is not a requirement     
provided by Rule 419, these our the conditions provided by our company to       
any subsequent acquisition.  While we do not anticipate seeking an              
independent appraisal of any proposed merger or acquisition, we do intend       
to fully disclose the nature and terms of any business combination in a         
post-effective amendment.                                                       

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Post-effective amendment                                                        
------------------------                                                        

Once the agreement governing the acquisition of a business meeting the          
required criteria has been executed, Rule 419 requires us to update the         
registration statement with a post-effective amendment.  The post-effective     
amendment must contain information about the proposed acquisition candidate     
and its business, including audited financial statements, the results of        
this offering, and the use of the funds disbursed from the escrow account.      
The post-effective amendment must also include the terms of the                 
reconfirmation offer mandated by Rule 419.  The reconfirmation offer must       
include certain prescribed conditions which must be satisfied before the        
funds and securities can be released from escrow. (See the next section,        
"Reconfirmation of offering," for a detailed listing of those conditions.)      

Reconfirmation of offering                                                      
---------------------------                                                     

The reconfirmation offer must commence after the effective date of the post-    
effective amendment.  Under Rule 419, the terms of the reconfirmation offer     
must include the following conditions:                                          

o  The prospectus contained in the post-effective amendment will be sent        
to each investor whose securities are held in the escrow account within   
5 business days after the effective date of the post-effective amendment. 

o  Each investor will have no fewer than 20 and no more than 45 business        
days from the effective date of the post-effective amendment to notify    
us in writing that the investor elects to remain an investor.             

o  If you do not receive written notification or if you receive notification    
that an investor has decided not to reconfirm an investment within 45     
business days following the effective date, the proportionate portion     
of the funds, less the cost of this Offering, which is estimated to be    
$2,500, held in the escrow account on your behalf will be returned        
to you within 5 business days by first class mail or other equally prompt 
means.                                                                    

o  If a closed acquisition has not occurred by April 25, 2003, 18 months        
from the date of this prospectus, the funds held in the escrow account    
shall be returned to all investors on a proportionate or pro-rata         
basis within 5 business days by first class mail or other equally prompt  
means.                                                                    

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Release of securities and funds.                                                
--------------------------------                                                

The funds will be released to us, and the securities will be released to        
you, only after the escrow agent has received a signed representation from      
us and any other evidence acceptable by the escrow agent that:                  

o  We have executed an agreement for the acquisition of an acquisition          
candidate.                                                                

o  The fair market value of the business to be acquired represents at           
least 80% of the maximum offering proceeds.                               

o  We have filed the required post-effective amendment.                         

o  The post-effective amendment has been declared effective.                    

o  We have satisfied all of the prescribed conditions of the                    
reconfirmation offer.                                                     

o  The transaction to acquire the business has closed.                          

DILUTION          
--------          

The dilution to investors in this offering is constituted by the difference     
between the initial public offering price per share of common stock and the     
net tangible book value per share after this offering constitutes the           
dilution to investors in this offering. Net tangible book value per share       
of common stock is determined by dividing our net tangible book value           
(total tangible assets less total liabilities) by the number of shares of       
common stock outstanding.                                                       

Dilution arises mainly from the arbitrary decision by us as to the offering     
price per share.  Dilution of the value of the shares purchased by the          
public in this offering will also be due, in part, to the lower book value      
of the shares presently outstanding, and in part, to expenses incurred in       
connection with the public offering.                                            

Net tangible book value is equal to the net tangible assets of the company.     
The net tangible assets of the company are equal to the total assets less       
the total liabilities and intangible assets. (See "Financial Statements.")      

As of December 31, 2001, Pinoak, Inc. had audited net tangible book value       
of $2,013.00.  The net tangible book value is equal to the total tangible       
assets less the total liabilities.  The net tangible book value deficit per     
share of common stock is approximately $0.001.  (See "Certain Transactions.")   

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The information below sets forth the dilution to persons purchasing shares      
in this offering without taking into account any changes in the net tangible    
book value of Pinoak, Inc. after December 31, 2001, except the sale of the      
minimum and maximum number of shares offered at the public offering price       
and receipt of the net proceeds from that sale.                                 

DILUTION                                                                        

                                                                [Download Table]

                                            Minimum          Maximum 
                                            -------          ------- 
                                                                     
Public Offering Price Per Share             $0.025           $0.025  

Price Paid By Sole Officer Per Share        $0.001           $0.001  

Net Tangible Book Value Per Share           $0.001           $0.001  
Before Offering                                                      

Net Tangible Book Value Per Share                                    
After Offering                              $0.009           $0.0154 

Increase Per Share Attributable to                                   
Payment by Public Investors                 $0.008           $0.014  

Dilution Per Share to Public Investors                               
Percentage                                    64.0%             38.4%
Numerical                                   $0.009           $0.0154 


There are no warrants, options, rights or convertible securities currently      
outstanding.                                                                    

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USE OF PROCEEDS       
---------------       

If the maximum shares are sold, the gross proceeds of this offering will be     
$75,000; if the minimum, $25,000.  While Rule 419, prior to the                 
reconfirmation of the offering permits 10% of the funds ($7,500 and $2,500,     
respectively) to be released from escrow to us, we do not intend to request     
release of these funds.  This offering is contingent on the minimum offering    
being sold and will be sold on a first come, first served basis.  If            
subscriptions exceed the amount being offered, these excess subscriptions       
will be promptly refunded without deductions for commissions or expenses.       
Accordingly, we will receive these funds in the event a business combination    
is closed in accordance with Rule 419.                                          

Under Rule 419, after the reconfirmation offering and the closing of            
the business combination, and assuming the successful completion of this        
offering, $75,000, plus any dividends received but less any amount returned     
to investors who did not reconfirm their investment under Rule 419, will be     
released to us.  This refund to investors would also take place if the          
minimum number of shares is not obtained, if an acquisition is not              
consummated within 18 months, or if a substantial number of investors do        
not reconfirm their investments.                                                

We estimate the cost of finding and consummating a business combination         
could run as much as $20,000.  This expense would be in addition to the         
expected $3,500 in costs over the next twelve months for accounting, legal,     
telephone and mailing fees.  If for some reason a proposed acquisition does     
not occur and we expend $20,000, our management will absorb the cost            
personally.  We have not incurred and do not intend to incur in the future      
any debt from anyone other than our management for our organizational           
activities.  Debt to management will not be repaid.  Management is not aware    
of any circumstances that would change this policy. Accordingly, no portion     
of the proceeds are being used to repay debt.  Our management has agreed to     
pay the expenses of the offering, the anticipated expenses over the next        
twelve months, and the cost of business combination which is not consummated.   

As we have not started the process of investigating potential acquisition       
candidates, it is difficult to determine the percent of proceeds to be used     
for this purpose.                                                               

We have considerable discretion over how to use a significant portion of        
the net proceeds of this offering.  We cannot assure investors that our use     
of the net proceeds will not vary substantially due to unforeseen factors.      
The proceeds if and when made available to use will be used to pay the          
following expenses in the order stated:                                         

USE OF PROCEEDS                                                                 

                                                                [Download Table]


                                                      MINIMUM    MAXIMUM 
                                                      -------    ------- 
                                                                         
Offering Expenses(1)                                  $  2,000   $  2,000
Escrow Fees(2)                                             500        500
TOTAL EXPENSES                                           2,500      2,500
Working Capital                                         22,500     72,500
                                                      --------   --------
EXPENSES+WORKING CAPITAL(3)                             25,000     75,000
Estimated Company Operating Expenses (4)                 3,500      3,500
                                                      --------   --------
TOTALS                                                $ 28,500   $ 78,500


(1)      Offering costs include printing, legal, accounting and                 
transfer agent fees.                                          

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(2)      The proceeds received in this offering will be put into the escrow     
account pending closing of a business combination and         
reconfirmation.  (See Exhibit 2.1 Escrow Agreement.)          

(3)      All offering proceeds will be held in escrow pending a business        
   combination.  We will not request a release of 10% of these funds
under Rule 419.                                               

(4)      During the next twelve months, we estimate our expenses to be          
approximately $3,500, limited to accounting fees, legal fees, 
telephone and mailing fees.  These fees will be paid by the   
Company's management at his own expense without cost to the   
 Company.  We anticipate to incur, additional accounting, legal,
 telephone and mailing expenses after the registration statement
 becomes effective.  These expenses would not be included in the
"offering expenses."  These fees will be paid by the Company's
management at his own expense without cost to the Company."   

Upon the consummation of a business combination and the reconfirmation of       
the investors' purchase of the shares, the balance of the deposited funds       
will be released to us.  Once the funds are released from escrow, they may      
be used to offset the expenses of consummating a business combination,          
including legal fees for the preparation and filing of a post-effective         
amendment to the registration statement.  We anticipate our largest out of      
pocket expense will be fees associated with the SEC's filing requirements.      
These expenses are expected to be incurred if and when a post-effective         
amendment is filed.  However, we cannot anticipate the costs of the             
acquisition transaction or the conditions of any merger, which will not         
take place until an acquisition candidate has been identified and               
reconfirmation of the Offering has been obtained.  If and when an               
acquisition takes place, the determination for use of proceeds will either      
be made by our sole officer/director or as the potential acquiree might         
determine to complete the acquisition and post-effective amendment.             

No portion of the proceeds of the offering will be paid to our officer/         
director or his affiliates or associates.  Offering Expenses of $2,000;         
and, escrow fees of $500 will be paid from the Offering Proceeds.               

The Offering Proceeds are expected to include incidental expenses related       
to the marketing of our company as a vehicle for a merger candidate seeking     
to become fully reporting, as well as for incidental operational expenses       
including basic office supplies.  To the extent that these funds are not        
used, they will be deposited in an interest-bearing money market account        
which will be available to the merger candidate upon consummation of a          
merger or acquisition.                                                          

If the funds raised in this offering are insufficient, the company may seek     
to obtain additional financing through offerings of equity and/or debt          
securities.  It is unlikely that we will seek loan financing as the costs       
of our operations are negligible and we do not expect to incur any              
significant additional costs.  However, if we are able to raise only the        
minimum amount of $25,000, and no additional funds are secured, then we         
face the risk that our company might be under-funded, placing all               
investments substantially at risk.  Under those circumstances, we might         
attempt to borrow funds.  Any loan we undertook would be repaid in lump sum     
from the proceeds we expect to derive from the sale of the company to a         
merger candidate upon receipt of final payment.                                 

Other Arrangements                                                              
------------------                                                              

Pinoak, Inc. has no agreement or understanding, express or implied, with its    
officer/director or any of his affiliates or associates regarding employment    
with the Company or compensation for services.  It has no plan, agreement, or   
understanding, express or implied, with his, or any affiliates regarding the    
issuing of any shares of authorized and unissued common stock.                  

The existing officer/director does reserve the right to acquire shares in       
this offering.  There is no understanding, however, between him and PINOAK,     
Inc. regarding the sale of all or a portion of the common stock he              
currently holds in connection with any future participation by PINOAK in a      
business, or any other plans, understandings, or arrangements by which he       
or his affiliates would receive funds, stock, or other assets in such a         
connection.  Nor have any advances have been made or contemplated by PINOAK to  
Mr. Jesky or anyone connected to him.                                           

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Except for reimbursement of offering costs and expenses he may have             
incurred on PINOAK's behalf, no portion of the net proceeds of the offering     
may be paid to our officer/director or any of his associates directly or        
indirectly, as consultant fees, officer salaries, director fees, purchase of    
their shares, or other payments.  No portion of the net proceeds will be        
used to make loans to any person. PINOAK will not borrow funds and use the      
proceeds acquired from the lender to make payments to its officer/director      
or any of his associates.                                                       

Pinoak, Inc. has no agreement or understanding with any consultant or advisor   
to provide services in connection with any future business acquisition.         
Though no concrete plans to do so are currently in place, the possibility       
exists that management may find it to be in the company's best interests to     
retain the services of such a consultant.                                       

Under no circumstances will Pinoak, Inc. retain the services of its own         
officer/director or one of his affiliates or associates as a consultant.        
Compensation to a consultant may take various forms, including one time         
cash payments, payments based on a percentage of revenues or product sales      
volume, payments involving issuance of securities (including those of PINOAK,   
Inc.) or any combination of these or other compensation arrangements.           

We estimate that any fees for consultant services paid in cash will not         
exceed 10% of the amount of the securities it issues to acquire a business.     
We will not have funds to pay a retainer in connection with any consulting      
arrangement, and no fee will be paid unless and until an acquisition is         
completed in accordance with Rule 419.                                          

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The following tables set forth the percentage of equity to be purchased by      
public investors in the offering compared to the percentage equity to be        
owned by the present stockholder, and the comparative amounts paid for the      
shares by the public investors as compared to the total consideration paid      
by the present stockholder of Pinoak, Inc.                                      

                                                                [Download Table]


                 Assuming the Minimum Number of Shares Sold                  
                 ------------------------------------------                  

                     Shares      Approx Percent    Total     Approx. Percent 
                     Purchased   of Total Shares   Dollars   of Total Dollars
                     ---------   ---------------   -------   --------------- 
                                                                             
Public                                                                       
Stockholders         1,000,000         33.3%      25,000     92.6%           

Present                                                                      
Stockholder          2,000,000         66.6%       2,000      7.4%           
                     ---------         -----      ------    ------           

Totals               3,000,000        100.0%      27,000    100.0%           

                Assuming the Maximum Number of Shares Sold                   
                ------------------------------------------                   

Public                                                                       
Stockholders         3,000,000         60.0%      75,000     97.4%           

Present                                                                      
Stockholder          2,000,000         40.0%       2,000      2.6%           
                     ---------         -----      ------    ------           

Totals               5,000,000        100.0%      77,000    100.0%           


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CAPITALIZATION
--------------

The following table sets forth our capitalization as of December 31, 2001,      
and pro-forma as adjusted to give close to the sale of 3,000,000 shares         
offered by us.                                                                  

                                                                [Download Table]


Capitalization                                                          
                                                     As Adjusted        
                                        Dec. 31,     -----------        
                                          2001     Minimum      Maximum 
                                        Actual     Offering     Offering
                                        ------     --------     --------
                                                                        
Long-term debt                                                          
Stockholders' equity:                                                   
  Common stock, $.001 par value;                                        
  authorized 20,000,000 shares,                                         
  issued and outstanding                                                
  2,000,000 shares as                                                   
  of December 31, 2001                  2,000       3,000        5,000  

Additional paid-in capital              2,820      26,820       74,820  
Deficit accumulated during the                                          
  development period                   (2,807)     (2,807)      (2,807) 
  ------------------                   ------     --------     -------- 
Total stockholders equity               2,013      27,013       77,013  
Total Capitalization                    2,013      27,013       77,013  


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PLAN OF DISTRIBUTION        
--------------------        
General                                                                         

We are offering a minimum of 1,000,000 and a maximum of 3,000,000 shares at     
the purchase price of $0.025 per share on a direct participation basis.         
If the minimum number of shares is not sold during the offering period, the     
proceeds received will be returned to investors within a period of ten days.    
This offering will expire 90 days from the date of this prospectus.  The        
offering will not be extended.  The company may allocate among or reject any    
offers to purchase, in whole or in part.  Moreover, our officer/director may    
purchase shares on the same terms, though not with an intention to resell       
such shares shortly thereafter, as shares owned by our officer would be         
restricted.                                                                     

The shares will be offered and sold only to residents in the states of          
Arizona and Nevada.  We have not yet registered this offering in these States,  
but we intend to do so following the effectiveness of this Registration.  (For  
details, see "Special State Law Considerations,"  below, especially as to       
limitations this places on resale or transfer of shares.)                       

Our executive officer, Mr. Rick Jesky, will sell all shares in this             
offering.  He only has friends and acquaintances who primarily reside in        
Arizona and Nevada, and as such is limiting the offering within these two       
states.  He will inform his friends and acquaintances upon delivery of this     
Prospectus regarding the status of the State Registration.  He will receive     
no compensation or commissions with respect to them.                            

The proceeds received under this offering will be deposited in a non-           
interest bearing escrow account with Southwest Escrow Company, whose address    
is 8215 S. Eastern, Suite 100, Las Vegas, Nevada  89123 (escrow agent).         
The escrow agreement is a standard escrow agreement under the Rule              
419.  It states that all checks must be made out to the escrow company or       
they will be returned, sets up the terms and conditions of the account, and     
arranges the terms by which funds will be disbursed if necessary within ten     
days of the end of the offering period if the minimum has not been met.         
Though we could request 10% of these funds under Rule 419 prior to the          
reconfirmation, we do not intend to do so.                                      

Shares will be sold in reliance upon the safe harbor provisions of Rule         
3a4(1) of the Securities Exchange Act of 1934.  The offering shall be           
conducted by our president.  Although he is an associated person of us as       
that term is defined in Rule 3a4-1 under the Exchange Act, he is deemed         
not to be a broker for the following reasons:                                   

o        He is not subject to a statutory disqualification as that term         
is defined in Section 3(a)(39) of the Exchange Act at the time
of his participation in the sale of our securities.           

o        He will not be compensated for his participation in the sale           
of our securities by the payment of commission or other       
remuneration based either directly or indirectly on           
transactions in securities.                                   

o        He is not an associated person of a broker or dealers at the           
time of his participation in the sale of our securities.      

o        He will restrict his participation to the following                    
activities:                                                   

1.       Preparing any written communication or delivering    
       such communication through the mails or other means
       that does not involve oral solicitation by him of a
potential purchaser;                        

2.       Responding to inquiries of a potential purchasers in 
a communication initiated by the potential  
     purchasers, provided however, that the content of
       such responses are limited to information contained
in a registration statement filed under the 
Securities Act or other offering document;  

3.       Performing ministerial and clerical work involved in 
effecting any transaction.                  

Pinoak, Inc. has no arrangements or agreements, verbal or written, with any     
underwriters to help underwrite this offering.                                  

This offering is intended to be made solely by the delivery of this             
prospectus and the accompanying subscription application to prospective         
investors.  Our president plans to distribute prospectuses related to this      
offering.  We estimate approximately 50 to 100 prospectuses shall be            
distributed in such a manner.  He intends to distribute prospectus to           
acquaintances, friends and business associates.  He will not participate        
in the making of this offering other than by the delivery of this               
prospectus or by responding to inquiries by prospective purchasers.  His        
responses will be limited to the information contained in the Registration      
Statement of which this prospectus is a part.  Mr. Jesky is not registered      
as a broker-dealer, nor is he an associated person of any other brokers or      
dealers.                                                                        

During the next twelve months, we estimate our expenses to be approximately     
$3,500, we expect this would include accounting fees, legal fees, telephone     
and mailing fees.  These fees will be paid by the Company's management at       
his own expense without cost to the Company.                                    

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Though no plans to do so are in effect, we reserve the right to use broker-     
dealer(s) in the sale of these securities.  We will amend the registration      
statement via post-effective amendment if in fact we do require the services    
of a broker-dealer(s) if or when the broker-dealer sells a portion of the       
offering.  Prior to the involvement of the broker-dealer, we would secure a     
no objection position from the NASD.                                            

Stock certificates will not be issued until funds from the reconfirmed          
investments are released to us from the escrow account by the escrow agent.     
Until stock certificates are issued to the subscribers, the subscribers will    
not be considered shareholders of the Company.                                  

The Company reserves the right not to accept such subscription payments         
before they are held in escrow.  For example, the Company cannot accept         
subscription payments if they exceed the maximum offering.                      

 PROPOSED BUSINESS
 -----------------

History and Organization                                                        
------------------------                                                        

We are a Nevada corporation without revenues, operations or a business plan     
other than to engage in a merger or acquisition with an unidentified entity.    
We were incorporated on December 31, 1998.  We are a blank check company as     
defined in Rule 419.  Pinoak, Inc. was organized for the purpose of seeking,    
investigating, and ultimately acquiring an interest in a business with          
long-term growth potential.  Persons should not purchase shares in the          
offering if they expect short-term earnings or appreciation in the value of     
our company.  It is emphasized that the business objectives discussed here      
are extremely general and are not intended to be restrictive on the             
discretion of the management of Pinoak, Inc.                                    

Persons purchasing shares in the offering will be entrusting their funds        
to PINOAK's management, subject to the requirements of Rule 419.  The net       
proceeds of the offering are not specifically allocated to identified           
purposes or allocated to the acquisition of any specific type of business       
venture.  Decisions concerning these matters may be made by management          
without shareholder action, except for the right of each investor to recover    
his pro rata portion of the deposited funds in accordance with Rule 419.        
(See "Use Of Proceeds.")                                                        

Management anticipates that it may be able to participate in only one           
potential business venture, due primarily to our limited financing.             

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Selection of a Business                                                         
-----------------------                                                         

Pinoak, Inc. anticipates that businesses for possible acquisition will be       
referred by various sources, including its officer/director, professional       
advisors, securities broker-dealers, venture capitalists, members of the        
financial community, and others who may present unsolicited proposals.          
PINOAK will seek businesses from all known sources, but will rely principally   
on personal contacts of the officer/director and his affiliates, as well as     
indirect associations between him and other business and professional           
people. While it is not presently anticipated that PINOAK will engage           
unaffiliated professional firms specializing in business acquisitions or        
reorganizations, such firms may be retained if management deems it in the       
best interest of the Company. (See "Other Arrangements" under "Use Of           
Proceeds," above.)                                                              

Process of Selection                                                            
--------------------                                                            

PINOAK will not restrict its search to any particular business, industry, or    
geographical location, and management reserves the right to evaluate and        
enter into any type of business in any location. It may participate in a        
newly organized business venture. On the other hand, it may select a more       
established company entering a new phase of growth or in need of additional     
capital to overcome existing financial problems.                                

In seeking a business venture, the decision of management will not be           
controlled by an attempt to take advantage of any anticipated or perceived      
appeal of a specific industry, management group, product, or industry, but      
will be based on the business objective of seeking long-term capital            
appreciation in the real value of Pinoak, Inc..  We will not acquire or merge   
with a business or corporation in which our officer/director or any of his      
associates has any direct or indirect ownership interest.                       

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Time Frame of the Selection Process                                             
-----------------------------------                                             

The period within which we may participate in a business on completion of       
this offering cannot be predicted and will depend on circumstances beyond       
our control, including the availability of businesses, the time required to     
complete our investigation and analysis of prospective businesses, the time     
required to prepare appropriate documents and agreements providing for our      
participation, and other circumstances.  It is anticipated that the analysis    
of specific proposals and the selection of a business will take several         
months.  Under the requirements of Rule 419(e)(1), if a merger has not          
occurred by a date within 18 months after the effective date of the             
Registration Statement, funds held in the Escrow Account shall be returned      
by first class mail or equally prompt means to the purchasers within five       
business days following that date.  This means you should not purchase          
shares in this offering if you expect a short-term appreciation in the value    
of Pinoak, Inc. or its securities.                                              

Other Ramifications of Rule 419 on the Selection Process                        
--------------------------------------------------------                        

It is possible that Pinoak, Inc. may propose to acquire a business in the       
development stage.  A business is in the development stage if it is devoting    
most of its efforts to establishing a new business, and planned principal       
operations have either not commenced or not yet resulted in significant         
revenues.  Under Rule 419, PINOAK must acquire a business or assets for which   
the fair value of the business represents at least 80% of the offering          
proceeds.  Accordingly, PINOAK's ability to acquire a business in the           
development stage may be limited to the extent it cannot locate such            
businesses with fair value high enough to satisfy the requirements of Rule      
419.                                                                            

PINOAK will be subject to requirements of Rule 419 and certain reporting        
requirements under the Exchange Act and will, therefore, upon effectiveness,    
be required to furnish audited financial statements for the company(s)          
acquired, covering one, two, or three years, depending on the relative size     
of the acquisition.  Consequently, acquisition prospects that do not have or    
are unable to obtain the audited statements to meet these requirements will     
not be appropriate for acquisition.  Pinoak, Inc. will be required to prepare   
and file periodic reports Section 15(d) upon effectiveness of the               
registration statement.                                                         

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Acquisition of a Business                                                       
-------------------------                                                       

In implementing a structure for a particular business acquisition, the          
Company may become a party to a merger, consolidation, or other                 
reorganization with another corporation or entity; joint venture; license;      
purchase and sale of assets; or purchase and sale of stock, the exact nature    
of which cannot now be predicted.  On the consummation of a transaction, it     
is likely that PINOAK's present management and shareholder will not be in       
control of the company.  In addition, PINOAK's sole director may, as part       
of the terms of the acquisition transaction, resign and his vacancy under       
Nevada law, NRS 78.335(5) be replaced by new director without vote of our       
shareholders.                                                                   

The possible ramifications of transactions like those mentioned here could      
significantly effect investments.  See "RISK FACTORS" in connection with        
these and other possible effects.                                               

In connection with PINOAK's acquisition of a business, for example, its         
present shareholder, officer/director may, as a negotiated element of the       
acquisition, sell all or a portion of the common stock he holds at a            
significant premium over his original investment in Pinoak, Inc.  As a result   
of such sales, affiliates of the entity participating in the business           
reorganization with PINOAK would acquire a higher percentage of equity          
ownership in it.                                                                

Although our present shareholder did not acquire his shares of common stock     
with a view toward any subsequent sale in connection with a business            
reorganization, it is not unusual for affiliates of the entity participating    
in the reorganization to negotiate to purchase shares held by the present       
shareholders.  We anticipate that any securities issued in a reorganization     
would be issued in reliance on exemptions from registration under               
applicable federal and state securities laws.  In some circumstances,           
however, as a negotiated element of this transaction, we may agree to           
register such securities either at the time the transaction is closed,          
under certain conditions, or at specified times thereafter.  The issuance       
of substantial additional securities and their potential sale into any          
trading market which may develop in our common stock may have a depressive      
effect on such market.                                                          

While the actual terms of a transaction to which we may be a party cannot be    
predicted, it may be expected that the parties to the business transaction      
will find it desirable to structure the acquisition as a so-called "tax-        
free" event under sections 351 or 368(a) of the Internal Revenue Code of        
1986.  In order to obtain tax-free treatment under section 351 of the Code,     
it would be necessary for the owners of the acquired business to own 80% or     
more of the stock of the surviving entity.  In that case, PINOAK's              
shareholders, including investors in this offering, would retain less than      
20% of the issued and outstanding shares of the surviving entity.  Section      
368(a)(1) of the Code provides for tax-free treatment of certain business       
reorganization between corporate entities where one corporation is merged       
with or acquires the securities or assets of another.                           

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Generally, we will be the acquiring corporation in such a business              
reorganization, and the tax-free status of the transaction will not depend      
on the issuing of any specific amount of stock of the surviving entity.         
Consequently, there is a substantial possibility that the shareholders of       
Pinoak, Inc., immediately prior to the transaction, would retain less than      
50% of the issued and outstanding shares of the surviving entity.  Therefore,   
regardless of the form of the business acquisition, it may be anticipated       
that the investors in this offering will experience a significant reduction     
in their percentage of ownership in the company.                                

Notwithstanding the fact that the Company is technically the acquiring          
entity in these circumstances, generally accepted accounting principles will    
ordinarily require that such a transaction be accounted for as if the           
Company had been acquired by the other entity owning the business and,          
therefore, will not permit a write-up in the carrying value of the assets of    
the other company.                                                              

The manner in which we participate in a business will depend on the nature      
of the business, our needs and desires and those of the other parties           
involved in the negotiations , the management of the business, and the          
relative negotiating strengths of PINOAK and the other management team.         

We will participate in a business only after the negotiation and execution      
of appropriate written agreements. Although the exact terms of these            
agreements cannot be predicted, generally they will:                            

* require specific representations and warranties by all of the parties         
involved,                                                                   
* specify certain events of default,                                            
* detail the terms of closing and the conditions which must be satisfied        
by each of the parties prior to it ,                                        
* outline the manner of bearing costs if the transaction is not closed,         
* set forth remedies on default, and                                            
* include miscellaneous other terms.                                            

One of the conditions will most likely be compliance with Rule 419, and         
reconfirmation by investors representing at least 80% of the gross proceeds     
of the offering.                                                                

As of the date of the amended filing, no probable acquisition candidates        
have been identified.                                                           

Evaluation Criteria                                                             
-------------------                                                             

Despite his non-experience as a professional business analyst, PINOAK's         
officer/director, Rick Jesky, will carefully examine businesses for             
acquisition.                                                                    

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Management anticipates the selection of an acquired business will be            
complex and risky because of the competition for such business opportunities    
among all segments of the financial community.  The nature of the company's     
search for the acquisition of a business requires maximum flexibility since     
the company will be required to consider various factors and divergent          
circumstances which may preclude meaningful direct comparison among the         
various business enterprises, product or services investigated. The             
management of the company will have virtually unrestricted flexibility in       
identifying and selecting a prospective acquired business. Besides              
determining its fair market value, management will consider the following:      

o  the acquired business' net worth;                                            
o  the acquired business' total assets;                                         
o  the acquired business' cash flow;                                            
o  costs associated with effecting the business combination;                    
o  equity interest and possible management participation in the acquired        
business;                                                                 
o  earnings and financial condition of the acquired business;                   
o  growth potential of the acquired business and the industry in which it       
operates;                                                                 
o  experience and skill of management and availability of additional            
personnel of the acquired business;                                       
o  capital requirements of the acquired business;                               
o  competitive position of the acquired business;                               
o  stage development of the product, process or service of the acquired         
business;                                                                 
o  degree of current or potential market acceptance of the product,             
process or service of the acquired business; and                          
o  regulatory environment of the industry in which the acquired business        
operates.                                                                 

These criteria are not intended to be exhaustive.  As Mr. Jesky searches        
through the candidates for acquisition, other factors he considers              
relevant may apply.                                                             

We have adopted a policy that we will not pay a finder's fee or consulting      
fee to any member of management for locating a merger or acquisition            
candidate.  No member of management intends to or may seek and negotiate        
for the payment of finder's fees or consulting fee.  In the event there is      
a fee, it will be paid at the direction of the successor management after a     
change in management control resulting from a business combination.             

Although we believe that locating and investigating specific business           
proposals will take several months, the exact duration of the process is        
difficult to predict.  However, we cannot exceed the 18 month time schedule     
set forth in Rule 419.  The time and costs required to select and evaluate      
an acquired business candidate, including conducting a due diligence review,    
and to structure and consummate the business combination, including             
negotiating relevant agreements and preparing requisite documents for filing    
in keeping with applicable securities laws and state corporate laws, cannot     
presently be stated with certainty.  See "Investors' Rights and Substantive     
Protection Under Rule 419."                                                     

Leverage                                                                        
--------                                                                        

PINOAK may be able to participate in a business involving the use of            
leverage.  Leveraging a transaction involves the acquisition of a business      
through incurring indebtedness for a portion of the purchase price of that      
business, which is secured by the assets of the business acquired.              

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One method by which leverage may be used is to locate an operating business     
available for sale and arrange for the financing necessary to purchase it.      
Acquisition of a business in this fashion would enable us to participate in     
a larger venture than our limited funds would otherwise permit, or use less     
of our funds to acquire a business and thus commit our remaining funds to       
the operations of the business acquired.  (See "A leveraged buy-out could       
expose us to a high risk of business failure." under Risk Factors.)             

The likelihood that we could obtain a conventional bank loan for a leveraged    
transaction would depend largely on the business being acquired and its         
perceived ability to generate sufficient revenues to repay the debt.            
Generally, businesses suitable for leveraging are limited to those with         
income-producing assets that are either in operation or can be placed in        
operation relatively quickly.  We cannot predict whether it will be able to     
locate any such business.  As a general matter it may be expected that          
PINOAK, Inc. will have few, if any, opportunities to examine businesses where   
leveraging would be appropriate, or to acquire financing with acceptable        
terms.                                                                          

Tax Considerations                                                              
------------------                                                              

As a general rule, Federal and state tax laws and regulations have a            
significant impact upon the structuring of business combinations. Pinoak,       
Inc. will evaluate the possible tax consequences of any prospective business    
combination and will endeavor to structure the business combination so as to    
achieve the most favorable tax treatment to itself, the acquired business,      
and our respective stockholders.  The IRS or other appropriate state tax        
authorities may, however, attempt to re-characterize the tax treatment of a     
particular business combination.  (See "There may be tax consequences to our    
activities which may adversely effect the company or our investors," under      
Risk Factors.)                                                                  

Form and Structure of Acquisition                                               
---------------------------------                                               

Of the various methods and forms by which we may structure a transaction to     
acquire another business, management is likely to use, without limitation,      
one of the following forms:                                                     

o  a leveraged buyout transaction in which most of the purchase price is        
provided by borrowings from one or more lenders or from the sellers in    
the form of a deferred purchase price;                                    

o  a merger or consolidation of the acquired corporation into or with the       
company;                                                                  

o  a merger or consolidation of the acquired business corporation into or       
with a subsidiary of the company organized to facilitate the acquisition  
(a "subsidiary merger"), or a merger or consolidation of such a           
subsidiary into or with the acquired corporation (a "reverse subsidiary   
merger");                                                                 

o  an acquisition of all or a controlling amount of the stock of the acquired   
corporation followed by a merger of the acquired business into us;        

o  an acquisition of the assets of a business by us or a subsidiary organized   
for such a purpose;                                                       

o  a merger or consolidation of the company with or into the acquired           
business or such a subsidiary; or                                         

o  a combination of any of the above.                                           

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The actual form and structure for a business combination may also be            
dependent upon numerous other factors pertaining to the acquired                
business and its stockholders, as well as potential tax accounting              
treatments afforded the business combination.                                   

As part of an acquisition, we may choose to issue additional securities that    
could add numerous complications depending on whether or not these would        
need to be registered. Dilution, change of management, additional costs,        
time delays or depressed prices for our stock could result, discussions of      
which are included in the Risk Factors section of this prospectus.              

We are endeavoring, by the way, to conduct our operations so as not to          
require registration under the Investment Company Act of 1940.                  

Daily Operations                                                                
----------------                                                                

We expect to use attorneys and accountants as necessary, and do not             
anticipate a need to engage any full-time employees during the phase devoted    
to seeking and evaluating business opportunities.  The need for employees       
and their availability will be addressed along with the decisions specific      
to acquiring or participating in a specific business opportunity. We have       
allocated a portion of the offering proceeds for general overhead. Although     
there is no current plan to hire employees on a full-time or part-time          
basis, some portion of working capital may be used to pay any part-time         
employees hired.                                                                

Until an active business is commenced or acquired, we will have only one        
employee, our sole officer for day-to-day operations.  We are unable to make    
any estimate as to the future number of employees, which may be necessary.      
If an existing business is acquired it is possible that we would hire its       
existing staff.                                                                 

Competition                                                                     
-----------                                                                     

Pinoak, Inc. will be involved in intense competition with other business        
entities, many of which will have a competitive edge over us by virtue of       
their more substantial financial resources and prior experience in business.    
We face as well numerous other smaller blank check companies at the same        
stage of development as we are. (See "Competition," in Risk Factors.)           

Offices                                                                         
-------                                                                         

Pinoak, Inc. uses office space at 10801 E. Grove Street, Mesa,                  
Arizona, 85208, provided by Mr. Rick Jesky, our officer/director and            
principal shareholder, at no cost.  He plans to continue to fund Company        
related expenses at his own expense with no cost to the Company and does        
not expect any reimbursement of these expenses which are estimated to           
be $3,500 in the next twelve months.  (See "Plan of Operation.")                

This arrangement will remain in effect until we enter into a business           
combination or the Rule 419 escrow is otherwise terminated                      

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PLAN OF OPERATION       
-----------------       

We are a development stage entity, and have neither engaged in any operations   
nor generated any revenues to date.  Our expenses to date which have been       
funded by our management includes:  incorporation fees ($280), accounting       
fees, ($1,000); legal fees($1,000); SEC filing fees ($18); and, escrow          
establishment fees ($500).                                                      

Virtually all of the offering expenses will be funded from the money in         
our treasury---or, if additional funds are required, they will be funded        
by our management, who will not receive reimbursement for these                 
expenses---will derive from our efforts to identify a suitable acquisition      
candidate and close the acquisition.  We have no agreements with management     
to provide funding for operations, including the pursuit of an acquisition      
candidate.  Management will fund our cash requirements until an                 
acquisition is closed.  So long as management does so, we will have             
sufficient funds to satisfy our cash requirements and do not expect to          
have to raise additional funds during the entire Rule 419 escrow period         
of up to 12 months from the date of this prospectus.  This is primarily         
because we do not anticipate incurring any significant expenditures.            
During the next twelve months, we anticipate our expenses to be                 
approximately $3,500, limited to accounting fees, legal fees, telephone,        
mailing, filing fees, and transfer agent fees.  We estimate the cost of         
finding and consummating a business combination could run as much as $20,000.   
Our management has agreed to pay the expenses of the offering, the anticipated  
expenses over the next twelve months, and the cost of business combination      
which is not consummated.  He does not expect any reimbursement for these       
expenses.                                                                       

We may seek additional financing.  At this time, however, we believe that the   
funds to be provided by management will be sufficient for funding our           
operations until we find an acquisition and therefore do not expect to issue    
any additional securities before the closing of a business combination.         

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DESCRIPTION OF CAPITAL STOCK
----------------------------

Authorized Capital Stock Under Our       Shares of Capital Stock Outstanding    
Articles of Incorporation                     After offering            
----------------------------------       -----------------------------------    
20,000,000 shares of common stock        5,000,000 shares of common stock-      
                                   assuming successful completion of
                   maximum offering.

                                   3,000,000 shares of common stock-
                                   assuming successful completion of
                   minimum offering.

All significant provisions of our capital stock are summarized in this          
prospectus. You should note that the following description is governed by       
applicable Nevada law and our articles of incorporation and bylaws. We have     
filed copies of these documents as exhibits to the registration statement       
related to this prospectus.  If you wish to obtain more detailed information    
regarding this topic, please refer to the Index for Part II on page 56 for      
a complete list of these exhibits.                                              

Authorized Stock                                                                
----------------                                                                

Pinoak, Inc. is authorized to issue 25,000,000 shares, consisting of            
20,000,000 shares of Common Stock, par value $0.001 per share, of which         
2,000,000 shares are issued and outstanding, and 5,000,000 shares of            
preferred stock, par value $0.001 (the "Preferred Stock"), of which no          
shares have been issued.                                                        

Common Stock                                                                    
------------                                                                    

Holders of common stock are entitled to one vote per share on each matter       
submitted to a vote at any meeting of shareholders.  Shares of common stock     
do not carry cumulative voting rights; and, therefore, holders of a majority    
of the outstanding shares of common stock will be able to elect the entire      
board of directors, and, if they do so, minority shareholders would not be      
able to elect any members to the board of directors.  PINOAK's board of         
directors has authority, without action by our shareholders, to issue all or    
any portion of the authorized but unissued shares of common stock, which        
would reduce the percentage ownership in the company of its shareholders and    
which may dilute the book value of the common stock.                            

Shareholders of Pinoak, Inc. have no pre-emptive rights to acquire additional   
shares of common stock.  The common stock is not subject to redemption          
and carries no subscription or conversion rights.  In the event of              
liquidation of PINOAK, the holders of shares of common stock are entitled to    
share equally in corporate assets after satisfaction of all liabilities.        
The shares of common stock, when issued, will be fully paid and non-            
assessable.                                                                     

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Holders of common stock are entitled to receive such dividends as the board     
of directors may from time to time declare out of funds legally available       
for the payment of dividends.                                                   

NOTE:  We have not paid dividends on our common stock and do not anticipate     
that we will pay dividends anytime soon.  This caution is repeated:  You        
should not expect to receive any dividends on shares in the near future,        
even after a merger. This investment is inappropriate for you if you need       
dividend income from an investment in shares.                                   

Preferred Stock                                                                 
---------------                                                                 

Our board of directors, without your approval, is authorized to issue           
preferred stock.  They can issue different classes of preferred stock, with     
some or all of the following rights or any other legal rights they think are    
appropriate, such as:                                                           

o   Voting                                                                      
o   Dividends                                                                   
o   Required or optional repurchase by us                                       
o   Conversion into common stock, with or                                       
without additional payment                                              
o   Payments preferred stockholders will                                        
receive before common stockholders if we go out                         
of business                                                             

The issuance of preferred stock could provide us with flexibility for           
possible acquisitions and other corporate purposes, but it also could render    
your vote meaningless because preferred stockholders could own shares with a    
majority of the votes required on any issue. Because we issue preferred         
stock,  someone interested in buying our company may not follow through with    
their plans because they could find it more difficult to acquire, or be         
discouraged from acquiring, a majority of our outstanding stock.                

Warrants                                                                        
--------                                                                        

The Company has no warrants.                                                    

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Transfer Agent                                                                  
--------------                                                                  

Upon the closing of this offering, the transfer agent for PINOAK's securities   
will be Holladay Stock  Transfer,  2939 North 67th Place, Scottsdale,           
Arizona, phone:  480-481-3940.                                                  
.                                                                             

Reports to Stockholders                                                         
-----------------------                                                         

The company intends to furnish its stockholders with annual reports             
containing audited financial statements as soon as practicable after the end    
of each fiscal year.  The company's fiscal year ends on December 31.  In        
addition, we intend to issue unaudited reviewed interim reports and financial   
statements on a quarterly basis.                                                

 SHARES ELIGIBLE FOR FUTURE SALE
 -------------------------------

Of the shares outstanding after the offering, the 3,000,000 shares sold         
in this offering will have been registered with the SEC and can be freely       
resold, except if they are acquired by our officer/director or other persons    
or entities that he controls or that control him.  The remaining 2,000,000      
shares of common stock outstanding upon completion of this Offering, which      
are held of record by our sole officer/ director prior to this Offering are     
"restricted securities" and may not be sold in a public distribution.  If and   
when our sole officer/director determines to resell his shares, he will be      
required to do so under a registration statement covering his resales.          

Generally, Rule 144 provides that directors, executive officers, and persons    
or entities that they control or who control them may sell shares of common     
stock in any three-month period in a limited amount.  However, the SEC has      
taken the position that resales cannot be made pursuant to Rule 144 for blank   
check companies.  Therefore, the 2,000,000 outstanding shares of common stock   
held by our sole officer/director cannot be sold pursuant to Rule 144, but must 
be registered.  Additionally, shares acquired by officers, directors or         
affiliates in this offering, will also be required to file a registration       
statement covering the resale of these shares, when they determine to resell    
any of these shares and further these shares should be offered at a fixed price.
We are unable to estimate the number of registered resale shares that will be   
sold, since this will depend on the market price for the common stock, the      
personal circumstances of the seller and other factors.  We believe that these  
securities should be offered at a fixed price.  Sales of substantial amounts    
of shares in the public market could adversely affect prevailing market prices  
and could impair our future ability to raise capital through an offering of     
its equity securities.                                                          

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MANAGEMENT
----------

The following table and subsequent discussion sets forth information about      
our director and executive officer.  Mr. Jesky was elected to serve as          
a director and President at the time of the founding of Pinoak, Inc. on its     
date of inception, December 31, 1998.                                           

He is currently the sole officer/director of Pinoak, Inc.                       

                                                                [Download Table]


NAME                      AGE      POSITIONS                    
                                                                
Rick Jesky                52       President, CEO, Director, CFO


Pinoak, Inc.'s officer/director is elected annually to serve for two years      
until his successor(s) is duly elected and qualified.                           

Mr. Jesky will not be compensated for the hours he spends handling PINOAK's     
affairs; as such, he will devote himself full-time to PINOAK only at such       
time as that becomes practical and necessary.                                   

Biographical Information                                                        
------------------------                                                        
Set forth below is biographical information for Mr. Rick Jesky.  See            
RISK FACTORS for further discussion of the possible ramifications of relying    
on a sole officer/director with a relative lack of experience:  "We are         
dependent on one officer with limited formal business experience."              

Rick Jesky                                                                      
----------                                                                      

Mr. Jesky was born September 18, 1949 in Chicago, IL.  He has a BA Degree       
from the University of Phoenix, and MA Degree from Northern Arizona             
University.  Rick Jesky has almost twenty years as an educator (1974-1992)      
in the State of Arizona.  From 1992 to 1998, he has six years experience as     
a General Manger for a major Phoenix nightclub/restaurant, named                
Studebaker's.  From 1998-1999, he has worked as an educator with Superior       
Court of Arizona, Pinal County.  His primary duties as an educator was to       
Teach law related subjects, conduct teen court, counsel students on court       
matters at the high school level.  Additionally, he worked with Juvenile        
Court Services, probation caseload and Court Disposition.  He was the           
founder and sole proprietor of Oleramma Nursery.  He successfully developed     
and propagated an Oleander plants which won a Blue Ribbon at the 1992 Arizona   
State Fair.  In September, 1998, he founded Oleramma, Inc, a Nevada             
Corporation, where he served as President of the Company until December,        
1999.  The Company was formed to develop a hybrid cotton seed, the Company      
subsequently became public on the Over-the-Counter Bulletin Board in            
November, 1999.  He resigned as President of the Company in January, 2000       
to return to teaching.  At that time, he taught high school level technical     
agriculture and criminal law (1999-2000).  In 2001, he worked for the State     
Department of the United States of America, in their Peace Corps Division.      
He was assigned to teaching Environment Studies to local School Districts       
on the Island of St. Lucia, in the Eastern Caribbean.  In the Fall of 2001      
he returned to Arizona where he is currently the President of Pinoak, Inc.      

Mr. Jesky is not presently associated with any blank check issuer               
other than the Company, nor is he presently seeking acquisition targets         
though he will begin to do so once the present offering has achieved its        
purpose.  He will, in fact, be the primary person involved in locating          
an acquisition candidate by searching the New York Times, the Wall Street       
Journal, other business publications and the Internet for acquisition           
candidates and in all other ways open to his seeking appropriate leads.         

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The Company currently does not have employment agreements with its executive    
officer.  This is the first time that Mr. Jesky has been involved in a          
419 Company.                                                                    

There are no agreements or understandings for any officer or director to        
resign at the request of another person.  None of the officers or directors     
are acting on behalf of or will act at the direction of any other person.       

There are no agreements, arrangements or understandings between management      
and anyone else by which other management is to be selected for a particular    
office or position.                                                             

We reserve the right to engage outside consultants and professionals on an      
as needed basis, though we have not done so to this point.                      

CONFLICTS OF INTEREST         
---------------------         

Our president, treasurer, chief financial and accounting officer and            
director, Rick Jesky, does not serve in any capacity for any other              
blank check offerings.                                                          

In addition, in order to mitigate any potential conflict, the                   
officer/director of PINOAK has promised in writing not to participate as an     
officer or director in any blank check company that files a registration        
statement under the Securities Act of 1933, prior to the date the Company       
identifies a business it proposes to acquire which meets the acquisition        
criteria of Rule 419, or the date six months following the date of this         
prospectus, whichever occurs first.  Note that, technically, if the latter      
date were to occur before PINOAK has identified a company suitable for          
acquisition, he could in fact participate in another blank check                
company before that happens.                                                    

Our director will hold office until the next scheduled shareholder meeting      
and the election of his successor.  Our director receives no compensation for   
serving on the board other than reimbursement of reasonable expenses            
incurred in attending meetings.  Officers are appointed by the board and        
serve at their discretion.                                                      

Potential investors will recall that, as stated above, its present              
shareholder, officer/director may, in connection with PINOAK's acquisition      
of a business and as a negotiated element of the acquisition, sell all or       
a portion of the common stock he holds at a significant premium over his        
original investment in Pinoak, Inc.  As a result of such sales, affiliates of   
the entity participating in the business reorganization with PINOAK would       
acquire a higher percentage of equity ownership in it.  It should be            
noted that his shares are not being registered on this registration             
statement, and therefore, he cannot sell his shares when this registration      
statement is declared effective.  No such sales, however, can be consummated    
before the registration statement has been made effective.                      

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Executive Compensation                                                          
----------------------                                                          

As previously stated, Mr. Jesky receives no salary for his efforts on           
PINOAK's behalf, nor will he receive bonuses, stock options, consulting         
fees, finder's fees, or in any other form.                                      

Management Control                                                              
------------------                                                              

PINOAK's officer/director has pledged not to divest himself of ownership        
and/or control of the company prior to an acquisition or merger transaction.    

Statement Concerning Indemnification                                            
------------------------------------                                            

Our director is bound by the general standards for director provisions in       
Nevada law.  These provisions allow him wide latitude in decision-making,       
including consideration of our long-term prospects and interests and the        
social, economic, legal or other effects of any proposed action on potential    
employees, suppliers, customers, communities in which we may operate and the    
economy.                                                                        

Insofar as indemnification for liabilities arising under the Securities Act of  
1933 (the "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 Securities and Exchange Commission such indemnification is against public   
policy as expressed in the Act and is, therefore, unenforceable.                

What happens, therefore, in the event that a claim for indemnification is       
asserted by our officer/director for liabilities incurred while acting on       
our behalf in connection with the securities being registered?                  

Simply put, if he incurred or paid the expenses in the successful defense       
of a legal action, suit or proceeding, we will pay them.  Otherwise,            
unless our counsel determines that the matter has been settled by               
controlling legal precedent, we will submit to a court of appropriate           
jurisdiction the question of whether indemnification by us is against           
public policy as expressed in the Act, and will abide by its final              
adjudication of the issue.  (For a fuller discussion of this issue, see         
the first item of Part II of this prospectus, Item 24, Indemnification          
of Directors and Officers, which includes references to the relevant            
section of Nevada law and to SEC policy.)                                       

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PRINCIPAL SHAREHOLDER 
--------------------- 

The following table sets forth information about our current shareholder.       
The person named below has sole voting and investment power with respect        
to the shares.  The numbers in the table reflect shares of common stock held    
as of the date of this prospectus.  The numbers in this table assume            
5,000,000 shares of common stock outstanding (maximum offering) and             
3,000,000 shares of common stock outstanding (minimum offering) following       
the offering:                                                                   

                                                                [Download Table]


Name and Address of        Shares of      Pre       Min. Post     Max Post 
Beneficial Owner           Common Stock   Offer %   Offer %       Offer %  
---------------------------------------------------------------------------
                                                                           
Rick Jesky(1)              2,000,000      100%      55%           40%      


(1)  Rick Jesky, 10801 E. Grove Street, Mesa, Arizona, 85208.                   

Under blank check company rules, none of these shares will be available for     
resale unless they are registered with the U. S. Securities and Exchange        
Commission.  (See, "Market for Our Common Shares," below.)                      

Except for the securities being registered here, these shares are restricted    
securities, as that term is defined in the Act.  They are subject to            
restrictions regarding resale; the certificates issued for them have been       
stamped with a restrictive legend and will be subject to stop transfer          
orders.  His shares are not being registered in this Registration and cannot    
be sold until they are registered.                                              

Mr. Jesky may be deemed our promoter, as that term is defined under the         
Securities Act.                                                                 

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CERTAIN TRANSACTIONS
--------------------

The following table sets forth information regarding all securities sold by     
us since our inception on December 31, 1998.                                    

                                                                [Download Table]


Name and Address of        Shares of       Date         Amount             
Beneficial Owner           Common Stock    Purchased    Paid               
---------------------------------------------------------------------------
                                                                           
Rick Jesky(1)              2,000,000       12/07/01     $2,022             


(1)  Rick Jesky, 10801 E. Grove Street, Mesa, Arizona, 85208.                   

All sales were made in reliance on Section 4(2) of the Securities Act.          
These sales were made without general solicitation or advertising.  Each        
purchaser was an accredited investor with access to all relevant information    
necessary to evaluate the investment and represented to the Registrant that     
the shares were being acquired for investment.                                  

Interest of Named Experts and Counsel                                           
-------------------------------------                                           

By corporate resolution, the Company hired the professional services of         
Thomas C. Cook, attorney-at-law, a Nevada based attorney to review and handle   
Corporate documents.  Mr. Cook owns no stock in the Company.                    

By corporate resolution, the Company hired the professional services of         
G. Brad Beckstead, Certified Public Accountant, to perform audited financials   
for the Company.  Mr. Beckstead owns no stock in the Company.                   

Because of the development stage nature of the Company and its inactivity       
since its inception, the Company has no other relationships or transactions.    

WHERE CAN YOU FIND MORE INFORMATION?
------------------------------------

We have not previously been required to comply with the reporting               
requirements of the Exchange Act.  We have filed a registration statement       
with the SEC on Form SB-2 to register the offer and sale of the shares. This    
prospectus is part of that registration statement, and, as permitted by the     
SEC's rules, does not contain all of the information in the registration        
statement.  For further information about us and the shares offered under       
this prospectus, you may refer to the registration statement and to the         
exhibits and schedules filed as a part of the registration statement. You       
can review the registration statement and its exhibits and schedules at the     
public reference facility maintained by the SEC at Judiciary Plaza, Room        
1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  Please call the SEC      
at 1-800-SEC-0330 for further information on the public reference room.  The    
registration statement is also available electronically on the World Wide       
Web at http://www.sec.gov.  You can also call or write us at any time with      
any questions you may have.  We would be pleased to speak with you about        
any aspect of our business and this offering.                                   

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 MARKET FOR OUR COMMON STOCK
 ---------------------------

Prior to now, there has been no trading market for our common stock.  Under     
the requirements of Rule 15g-8 of the Exchange Act, a trading market will       
not develop prior to or after the effectiveness of this prospectus or while     
the common stock under this offering is maintained in escrow.                   

PINOAK's present management has not and does not anticipate being in contact    
with any broker-dealers regarding the making of a market for our common         
stock prior to the execution of an acquisition agreement; that task is more     
properly to be initiated by the management of the entity that will exist        
post-acquisition.                                                               

There are no outstanding options or warrants to purchase, or securities         
convertible into, our common equity.  The 2,000,000 shares of our common        
stock currently outstanding are restricted securities as that term is           
defined in the Securities Act.  Under blank check company rules established     
by the SEC, these shares must be registered with the SEC before they can be     
resold.  It is to be noted that no such sale can be contemplated or take        
place prior to the registration statement being declared effective.             

Special State Law Considerations                                                
--------------------------------                                                

The shares have not been registered in the states of Arizona or Nevada          
because of specific exemptions in their laws relating to the limited            
availability of the offering.  The shares cannot be sold, transferred or        
otherwise disposed of to any person or entity unless subsequently registered    
in the states of Arizona and Nevada, if that registration is ultimately         
required.  Registration there is not necessary if fewer than twenty-five        
people purchase the shares in a given offering.  We may never reach that        
point. The following paragraphs refer you to the applicable statutes of         
those states.                                                                   

The shares have not been registered under the Arizona Uniform Securities Act,   
in reliance upon the exemption contained in Section R14-4-126.C.3 of that       
Act.  These Securities cannot be sold, transferred or otherwise disposed of     
to any person or entity unless subsequently registered under the Securities     
Act of 1933, as amended, and/or the Arizona Securities Act or an exemption      
from it.                                                                        

The shares have not been registered under the Nevada Uniform Securities Act,    
in the event that sales are not made to twenty-five (25) or more persons in     
the state of Nevada in accordance with the exemption for limited offers or      
sales of securities set forth in Nevada Revised Stature Section 90.530(11)      
of the Nevada Uniform Securities Act.                                           

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 REPORTS TO STOCKHOLDERS
 -----------------------

We intend to furnish our stockholders with annual reports containing            
audited financial statements as soon as practicable at the end of each          
fiscal year.  Our fiscal year ends on December 31.                              

Method of Subscribing                                                           
---------------------                                                           

Prospective investors should make their checks payable to Pinoak, Inc., c/o     
Southwest Escrow Company, 8215 S. Eastern, Suite 100, Las Vegas, Nevada         
89123 (escrow agent) and remit the checks and subscription agreements to        
Southwest Escrow at their address listed above.  Subscriptions may not be       
withdrawn once made except in accordance with applicable law.  The company      
reserves the right to reject any subscription in whole or in part in its        
sole discretion for any reason whatsoever notwithstanding tender of payment,    
and to withdraw this blank check offering at any time prior to acceptance       
by us for the subscriptions received.                                           

Funds will be held by the escrow agent, as described here.                      

No offers to sell will be made and no offers to subscribe will be accepted      
until the registration statement has been declared effective.                   

 LEGAL PROCEEDINGS
 -----------------

The Company is not currently involved in any legal proceedings nor do we have   
Any knowledge of any threatened litigation.                                     

 LEGAL MATTERS
 -------------

The validity of the issuing of the shares offered here will be attested         
to for Pinoak, Inc. by Thomas C Cook, our attorney.                             

 EXPERTS
 -------

The financial statements of Pinoak, Inc. as of December 31, 2001 are included   
in this Prospectus and have been audited by G. Brad Beckstead, CPA, an          
independent auditor.  Along with his audit, Mr Beckstead has also included      
his expert opinion.                                                             

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PART F/S    
Financial Statements    

Pinoak, Inc.    
(A Development Stage Company)       

Balance Sheet       
as of       
December 31, 2001 and 2000        

and       

Statements of Income,         
Stockholders' Equity, and         
Cash Flows        
for the period        
December 31, 1998 (Inception)         
To December 31, 2001        

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 INDEX TO FINANCIAL STATEMENTS
 -----------------------------

                                                                [Download Table]
                                                   PAGE #

                                                         

INDEPENDENT AUDITOR'S REPORT                       F-1   

BALANCE SHEET                                      F-2   

STATEMENT OF OPERATIONS                            F-3   

STATEMENT OF STOCKHOLDERS' EQUITY                  F-4   

STATEMENT OF CASH FLOWS                            F-5   

FOOTNOTES                                          F-6-10


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G. BRAD BECKSTEAD                                                               
---------------------------                                                     
CERTIFIED PUBLIC ACCOUNTANT                                                     
                                                           330 E. Warm Springs
                                                           Las Vegas, NV 89119
                                                                  702.257.1984
                                                            702.362.0540 (fax)

INDEPENDENT AUDITOR'S REPORT  
----------------------------  
January 2, 2002                                                                 

Board of Directors                                                              
Pinoak, Inc.                                                                    
Las Vegas, NV                                                                   

I have audited the Balance Sheets of Pinoak, Inc.(the "Company") (A Development 
Stage Company), as of December 31, 2001 and 2000, and the related Statements of 
Operations,  Stockholders' Equity, and Cash Flows for the years then ended, and 
for the period  December  31,  1998  (Date  of Inception) to December 31, 2001. 
These financial statements are the responsibility  of the Company's management. 
My responsibility is to express an opinion on these  financial statements based 
on my audit.                                                                    

I conducted my audit in accordance with generally accepted  auditing  standards 
in  the  United  States  of  America.   Those standards require that I 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 
statement  presentation.   An  audit  also  includes  assessing  the accounting 
principles  used  and  significant  estimates  made  by management, as well  as 
evaluating the overall financial statement presentation.   I  believe  that  my 
audit provides a reasonable basis for my opinion.                               

In  my  opinion,  the financial statements referred to above present fairly, in 
all material respects, the balance sheets of Pinoak, Inc., (A Development Stage 
Company), as of December  31,  2001  and  2000,  and  its related statements of 
operations, equity and cash flows for the years then ended,  and for the period 
December 31, 1998 (Date of Inception) to December 31, 2001, in  conformity with 
generally accepted accounting principles in the United States of America.       

The accompanying financial statements have been prepared assuming  the  Company 
will  continue  as  a  going  concern.  As discussed in Note 5 to the financial 
statements, the Company has had  limited  operations  and  have  not  commenced 
planned principal operations.  This raises substantial doubt about its  ability 
to  continue  as a going concern.  Management's plan in regard to these matters 
are also described  in  Note  5.   The  financial statements do not include any 
adjustments that might result from the outcome of this uncertainty.             

/s/ G. Brad Beckstead                                                           
----------------------                                                          
G. Brad Beckstead, CPA                                                          

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Pinoak, Inc.    
(a Development Stage Company)   
Balance Sheet       

                                                                [Download Table]


BALANCE SHEET                                                              

                                               December 31,    December 31,
                                                  2001             2000    
                                               ------------    ------------
Assets                                                                     
                                                                           
Current assets:                                                            
Cash and equivalents                           $  2,013        $       -   
                                               --------        ---------   

Total current assets                              2,013                -   
                                               --------        ---------   

                                               $  2,013        $       -   
                                               ========        =========   

Liabilities and Stockholders' Equity                                       

Current liabilities                            $      -        $       -   
                                               --------        ---------   

Stockholders' Equity                                                       

Preferred stock, $0.001 par value                                          
   5,000,000 shares authorized,                                            
   no shares issued and outstanding                   -                -   

Common stock, $0.001 par value,                                            
    20,000,000 shares authorized;                                          
    2,000,000 shares issued and                                            
    outstanding                                   2,000                -   
Additional paid-in capital                        2,820                -   
(Deficit) accumulated during development stage   (2,807)               -   
                                               --------        ---------   

                                                  2,013                -   
                                               --------        ---------   

                                               $  2,013        $       -   
                                               ========        =========   


See accompanying notes to financial statements.       

F-2     

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PINOAK, Inc.    
(a Development Stage Company)     
Statement of Operations       

                                                                [Download Table]


STATEMENT OF OPERATIONS                                                    

                                                        December 31, 1998  
                              Year ended   Year ended   (date of inception)
                              December 31, December 31,   to December 31,  
                                  2001        2000               2001      
                              ------------ ------------ -------------------
                                                                           
Revenue                        $      -      $      -     $      -         
                               --------      --------     --------         
Expenses:                                                                  
   General and                                                             
   administrative                 2,807             -        2,807         
                               --------      --------     --------         
   Total expenses                 2,807             -        2,807         
                               --------      --------     --------         
Net loss                       $ (2,807)     $      -     $ (2,807)        
                               =========     ========     =========        

Weighted average number of                                                 
  common shares outstanding    2,000,000            -     2,000,000        
                               =========     ========     =========        
Net (loss) per share           $  (0.00)     $ (0.00)     $  (0.00)        
                               =========     ========     =========        


See accompanying notes to financial statements.       

F-3     

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PINOAK, Inc.
(a Development Stage Company) 
Statement of Changes in Stockholders' Equity  
For the period December 31, 1998 (Date of Inception) to December 31, 2001 

                                                                [Download Table]


CHANGES IN STOCKHOLDERS' EQUITY                                             

                                                     Deficit                
                                                   Accumulated              
                       Common Stock   Additional     During       Total     
                       ------------    Paid-in    Development  Stockholders'
                    Shares    Amount   Capital      Stage        Equity     
                    ------    ------  ----------  -----------  ------------ 
                                                                            
Beginning balance,                                                          
12/31/1998                 -  $     -  $     -     $    -       $    -      
                   ---------  -------  -------     ------       ------      

Balance as of                                                               
12/31/99                   -        -        -          -            -      
                   ---------  -------  -------     ------       ------      

Balance as of                                                               
12/31/00                   -        -        -          -            -      
                   ---------  -------  -------     ------       ------      

Founders shares                                                             
issued                                                                      
for cash           2,000,000    2,000    2,820           -       4,820      
                   ---------  -------  -------     ------       ------      
Net (loss)                                                                  
Year ended                                                                  
12/31/2001                                         (2,807)      (2,807)     
                   ---------  -------  -------     ------       ------      
Balance as of                                                               
12/31/2001         2,000,000  $ 2,000  $ 2,820    $(2,807)      $2,013      
                   =========  =======  =======    ========      =======     


See accompanying notes to financial statements.       

F-4   

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PINOAK, Inc.

(a Development Stage Company)   
Statement of Cash Flows     

                                                                [Download Table]


STATEMENT OF CASH FLOWS                                                    

                                                        December 31, 1998  
                              Year ended   Year ended   (date of inception)
                              December 31, December 31,   to December 31,  
                                  2001        2000               2001      
                              ------------ ------------ -------------------
                                                                           
Cash flows from operating activities                                       
Net (loss)                     $ (2,807)     $      -     $ (2,807)        
                               --------      --------     --------         
Net cash (used)                                                            
   by operating activities     $ (2,807)     $      -     $ (2,807)        
                               --------      --------     --------         

Cash flows from                                                            
investing activities                  -             -            -         
                               --------      --------     --------         

Cash flows from financing activities                                       
 Issuance of capital stock        4,820             -        4,820         
                               --------      --------     --------         
Net cash provided by                                                       
financing activities              4,820             -        4,820         
                               --------      --------     --------         

Net increase in cash              2,013             -        2,013         
Cash - beginning                      -             -            -         
                               --------      --------     --------         
Cash - ending                  $  2,013      $      -     $  2,013         
                               ========      ========     ========         

Supplemental disclosures:                                                  

Interest paid                  $      -      $      -     $      -         
                               ========      ========     ========         
Income taxes paid              $      -      $      -     $      -         
                               ========      ========     ========         


See accompanying notes to financial statements.       

F-5     

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PINOAK, INC.  
(A DEVELOPMENT STAGE COMPANY) 
NOTES 

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES                         

Organization                                                                    
------------                                                                    

The Company was organized December 31, 1998 (Date of Inception) under the laws  
of the State of Nevada, as Pinoak, Inc.                                         

The  Company  has  been  dormant  and  has  had  limited  operations since its  
inception,  and  in  accordance  with  SFAS #7,  the Company  is  considered a  
development stage company.                                                      

Estimates                                                                       
---------                                                                       

The  preparation  of financial statements in conformity with generally accepted 
accounting principles  requires  management  to  make estimates and assumptions 
that affect the reported amounts of assets and liabilities  and  disclosure  of 
contingent  assets  and liabilities at the date of the financial statements and 
the reported amounts  of  revenue  and  expenses  during  the reporting period. 
Actual results could differ from those estimates.                               

Cash and cash equivalents                                                       
-------------------------                                                       

The  Company  maintains a cash balance in a non-interest-bearing  account  that 
currently does  not  exceed  federally  insured limits.  For the purpose of the 
statements  of  cash  flows, all highly liquid  investments  with  an  original 
maturity of three months or less are considered to be cash equivalents.         

Revenue recognition                                                             
-------------------                                                             

The Company recognizes revenue on an accrual basis as it invoices for services. 

Reporting on the costs of start-up activities                                   
---------------------------------------------                                   

Statement of Position 98-5  (SOP  98-5),  "Reporting  on  the Costs of Start-Up 
Activities,"  which  provides guidance on the financial reporting  of  start-up 
costs and organizational  costs, requires most costs of start-up activities and 
organizational costs to be  expensed  as  incurred.   SOP 98-5 is effective for 
fiscal years beginning after December 15, 1998.  With the adoption of SOP 98-5, 
there has been little or no effect on the Company's financial statements.       

F-6 

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PINOAK, INC.  
(A DEVELOPMENT STAGE COMPANY) 
NOTES 

Loss per share                                                                  
--------------                                                                  

Net  loss  per  share  is  provided in accordance with Statement  of  Financial 
Accounting Standards No. 128  (SFAS #128) "Earnings Per Share".  Basic loss per 
share is computed by dividing losses  available  to  common stockholders by the 
weighted average number of common shares outstanding during  the  period.   The 
Company  had  no  dilutive  common  stock equivalents, such as stock options or 
warrants as of December 31, 2001.                                               

Advertising Costs                                                               
-----------------                                                               

The  Company expenses all costs of advertising  as  incurred.   There  were  no 
advertising  costs included in selling, general and administrative expenses for 
the periods ended December 31, 2001.                                            

Fair value of financial instruments                                             
-----------------------------------                                             

Fair value estimates discussed herein are based upon certain market assumptions 
and pertinent information available to management as of December 31, 2001.  The 
respective carrying  value  of  certain  on-balance-sheet financial instruments 
approximated their fair values. These financial  instruments  include  cash and 
accounts  payable. Fair values were assumed to approximate carrying values  for 
cash and payables  because  they  are  short  term in nature and their carrying 
amounts approximate fair values or they are payable on demand.                  

Impairment of long lived assets                                                 
-------------------------------                                                 

Long  lived  assets  held and used by the Company  are  reviewed  for  possible 
impairment whenever events  or circumstances indicate the carrying amount of an 
asset may not be recoverable  or  is  impaired.   No such impairments have been 
identified by management at December 31, 2001.                                  

Segment reporting                                                               
-----------------                                                               

The  Company  follows  Statement  of Financial Accounting  Standards  No.  130, 
"Disclosures  About Segments of an Enterprise  and  Related  Information".  The 
Company operates  as  a  single  segment  and  will evaluate additional segment 
disclosure requirements as it expands its operations.                           

Dividends                                                                       
---------                                                                       

The Company has not yet adopted any policy regarding  payment of dividends.  No 
dividends have been paid or declared since inception.                           

F-7 

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PINOAK, INC.  
(A DEVELOPMENT STAGE COMPANY) 
NOTES 

Income taxes                                                                    
------------                                                                    

The  Company  follows  Statement  of  Financial  Accounting Standard  No.  109, 
"Accounting for Income Taxes" ("SFAS No. 109") for  recording the provision for 
income taxes.  Deferred tax assets and liabilities are  computed based upon the 
difference between the financial statement and income tax  basis  of assets and 
liabilities  using  the  enacted marginal tax rate applicable when the  related 
asset or liability is expected  to be realized or settled.  Deferred income tax 
expenses or benefits are based on  the  changes  in the asset or liability each 
period.  If available evidence suggests that it is  more  likely  than not that 
some  portion  or  all  of  the  deferred  tax  assets will not be realized,  a 
valuation allowance is required to reduce the deferred tax assets to the amount 
that is more likely than not to be realized.  Future  changes in such valuation 
allowance are included in the provision for deferred income taxes in the period 
of change.                                                                      

Deferred  income  taxes  may  arise from temporary differences  resulting  from 
income and expense items reported  for financial accounting and tax purposes in 
different periods.  Deferred taxes are  classified  as  current or non-current, 
depending on the classification of assets and liabilities to which they relate. 
Deferred taxes arising from temporary differences that are  not  related  to an 
asset  or  liability  are classified as current or non-current depending on the 
periods in which the temporary differences are expected to reverse.             

Recent pronouncements                                                           
---------------------                                                           

The  FASB  recently  issued  Statement  No.  137,  "Accounting  for  Derivative 
Instruments and Hedging Activities-Deferral of Effective Date of FASB Statement 
No. 133".  The Statement  defers  for  one  year  the  effective  date  of FASB 
Statement   No.   133,  "Accounting  for  Derivative  Instruments  and  Hedging 
Activities".  The rule  now  will  apply  to  all fiscal quarters of all fiscal 
years beginning after June 15, 2000.  In June 1998,  the  FASB  issued SFAS No. 
133,  "Accounting  for  Derivative  Instruments  and Hedging Activities."   The 
Statement will require the company to recognize all  derivatives on the balance 
sheet at fair value.  Derivatives that are not hedges  must be adjusted to fair 
value through income, if the derivative is a hedge, depending  on the nature of 
the  hedge,  changes  in  the fair value of derivatives will either  be  offset 
against the change in fair  value  of  the  hedged assets, liabilities, or firm 
commitments through earnings or recognized in  other comprehensive income until 
the  hedged  item  is recognized in earnings.  The  ineffective  portion  of  a 
derivative's change  in  fair value will be immediately recognized in earnings. 
The company does not expect SFAS No. 133 to have a material impact on earning s 
and financial position.                                                         

In  December  1999,  the Securities  and  Exchange  Commission  released  Staff 
Accounting Bulletin No.  101,  Revenue Recognition in Financial Statements (SAB 
No.  101),  which  provides  guidance  on  the  recognition,  presentation  and 
disclosure of revenue in financial  statements.  SAB No. 101 did not impact the 
company's revenue recognition policies.                                         

F-8 

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PINOAK, INC.  
(A DEVELOPMENT STAGE COMPANY) 
NOTES 

Year-end                                                                        
--------                                                                        

The Company has selected December 31 as its year-end.                           

NOTE 2 - GOING CONCERN                                                          

The Company's financial statements are  prepared  using  the generally accepted 
accounting  principles  applicable to a going concern, which  contemplates  the 
realization of assets and  liquidation  of  liabilities in the normal course of 
business.   However,  the  Company  has  not commenced  its  planned  principal 
operations  and it has not generated any revenues.   In  order  to  obtain  the 
necessary capital,  the  Company  intends to raise funds via an offering of its 
securities registered  with the US Securities  and  Exchange  Commission.   The 
Company is dependent upon  its  ability  to secure equity and/or debt financing 
and  there  are  no assurances that the Company  will  be  successful,  without 
sufficient financing  it  would  be  unlikely  for the Company to continue as a 
going concern.                                                                  

NOTE 3 - INCOME TAXES                                                           

The Company accounts for income taxes under Statement  of  Financial Accounting 
Standards  No.  109,  "Accounting  for Income Taxes"  ("SFAS No.  109"),  which 
requires use of the liability method.    SFAS  No.   109 provides that deferred 
tax  assets and liabilities are recorded based on the differences  between  the 
tax bases  of  assets  and liabilities and their carrying amounts for financial 
reporting purposes, referred  to as temporary differences.  Deferred tax assets 
and liabilities at the end of each  period  are  determined using the currently 
enacted  tax  rates  applied  to taxable income in the  periods  in  which  the 
deferred tax assets and liabilities are expected to be settled or realized.     

The provision for income taxes differs from the amount computed by applying the 
statutory federal income tax rate to income before provision for income taxes.  
The sources and tax effects of the differences are as follows:                  

U.S federal statutory rate      (34.0%)   
Valuation reserve                34.0%    
                            ======
Total                               -%    

As of December 31, 2001, the Company  has  a net operating loss carryforward of 
approximately $2,800  for tax  purposes, which  will  be  available  to  offset 
future taxable  income.   If  not  used,  this  carryforward  will  expire  in  
2020.  The deferred tax asset relating to the operating  loss  carryforward has 
been fully reserved at December 31, 2001.                                       

F-9 

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PINOAK, INC.  
(A DEVELOPMENT STAGE COMPANY) 
NOTES 

NOTE 4 - RELATED PARTY TRANSACTIONS                                             

The Company does not lease or rent any property.  Office  services are provided 
without  charge  by  a  director.  Such costs are immaterial to  the  financial 
statements and, accordingly, have not been reflected therein.  The officers and 
directors of the Company  are involved in other business activities and may, in 
the future, become involved  in  other  business  opportunities.  If a specific 
business opportunity becomes available, such persons  may  face  a  conflict in 
selecting between the Company and their other business interests.  The  Company 
has not formulated a policy for the resolution of such conflicts.               

NOTE 5 - STOCKHOLDERS' EQUITY                                                   

The  Company  is  authorized to issue 20,000,000 shares of its $0.001 par value 
common stock and 5,000,000 shares of its $0.001 par value preferred stock.      

On December 7, 2001, the Company issued 2,000,000 shares of its $.001 par value 
common stock for cash of $4,820.                                                

There have been no other issuances of common or preferred stock.                

NOTE 6 - WARRANTS AND OPTIONS                                                   

There are no warrants  or  options outstanding to acquire any additional shares 
of common stock.                                                                

F-10

G. BRAD BECKSTEAD                                                               
---------------------------                                                     
CERTIFIED PUBLIC ACCOUNTANT                                                     
                                                           330 E. Warm Springs
                                                           Las Vegas, NV 89119
                                                                  702.257.1984
                                                            702.362.0540 (fax)

INDEPENDENT AUDITOR'S REPORT  
----------------------------  
April 3, 2002                                                                   

Board of Directors                                                              
Pinoak, Inc.                                                                    
Las Vegas, NV                                                                   

I have audited the Balance Sheets of Pinoak, Inc.(the "Company") (A Development 
Stage Company), as of March 31, 2002 and the  related statements of operations  
and cash flows for  the three-month period ending  March 31, 2002 and 2001 and  
for the period December 31, 1998 (Date of Inception)  to March 31, 2002.  These 
financial statements  are the  responsibility  of the Company's management.  My 
responsibility is to  express an  opinion  on these  financial statements based 
on my audit.                                                                    

I conducted my audit in accordance with generally accepted  auditing  standards 
in  the  United  States  of  America.   Those standards require that I 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 
statement  presentation.   An  audit  also  includes  assessing  the accounting 
principles  used  and  significant  estimates  made  by management, as well  as 
evaluating the overall financial statement presentation.   I  believe  that  my 
audit provides a reasonable basis for my opinion.                               

In  my  opinion,  the financial statements referred to above present fairly, in 
all material respects, the balance sheets of Pinoak, Inc., (A Development Stage 
Company), as of  March  31,  2002,  and  its related  statements of operations, 
equity and  cash flows for the for the three-month period ending March 31, 2002 
and 2001  and for the period December 31, 1998 (Date of Inception) to March 31, 
2002,  in  conformity  with  generally  accepted  accounting  principles in the 
United States of America.                                                       

The accompanying financial statements have been prepared assuming  the  Company 
will  continue  as  a  going  concern.  As discussed in Note 2 to the financial 
statements, the Company has had  limited  operations  and  have  not  commenced 
planned principal operations.  This raises substantial doubt about its  ability 
to  continue  as a going concern.  Management's plan in regard to these matters 
are also described  in  Note  2.   The  financial statements do not include any 
adjustments that might result from the outcome of this uncertainty.             

/s/ G. Brad Beakstead                                                           
----------------------                                                          
G. Brad Beckstead, CPA                                                          

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Pinoak, Inc.    
(a Development Stage Company)   
Balance Sheet       

                                                                [Download Table]


BALANCE SHEET                                                               

                                                 March 31       December 31,
                                                   2002            2001     
                                               ------------    ------------ 
Assets                                                                      
                                                                            
Current assets:                                                             
Cash and equivalents                           $  1,983        $   2,013    
                                               --------        ---------    

Total current assets                              1,983            2,013    
                                               --------        ---------    

                                               $  1,983        $   2,013    
                                               ========        =========    

Liabilities and Stockholders' Equity                                        

Current liabilities                            $      -        $       -    
                                               --------        ---------    

Stockholders' Equity                                                        

Preferred stock, $0.001 par value                                           
   5,000,000 shares authorized,                                             
   no shares issued and outstanding                   -                -    

Common stock, $0.001 par value,                                             
    20,000,000 shares authorized;                                           
    2,000,000 shares issued and                                             
    outstanding                                   2,000            2,000    
Additional paid-in capital                        2,820            2,820    
(Deficit) accumulated during development stage   (2,837)          (2,807)   
                                               --------        ---------    

                                                  1,983            2,013    
                                               --------        ---------    

                                               $  1,983        $   2,013    
                                               ========        =========    


See accompanying notes to financial statements.       

F-2     

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PINOAK, Inc.    
(a Development Stage Company)     
Statement of Operations       

                                                                [Download Table]


STATEMENT OF OPERATIONS                                              

                                 Three Months Ending    Dec. 31, 1998
                                       March 31,       (Inception) to
                                --------------------      March 31,  
                                 2002          2001          2002    
                               ---------    ---------   -------------
                                                                     
Revenue                        $      -      $      -     $      -   
                               --------      --------     --------   
Expenses:                                                            
   General and                                                       
   administrative                    30             -        2,837   
                               --------      --------     --------   
   Total expenses                    30             -        2,837   
                               --------      --------     --------   
Net loss - basic and                                                 
   fully diluted               $    (30)     $      -     $ (2,837)  
                               =========     ========     =========  

Weighted average number of                                           
  common shares outstanding    2,000,000            -                
                               =========     ========                
Net (loss) per share - basic                                         
   and fully diluted           $  (0.00)     $ (0.00)                
                               =========     ========                


See accompanying notes to financial statements.       

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PINOAK, Inc.
(a Development Stage Company) 
Statement of Changes in Stockholders' Equity  
For the period December 31, 1998 (Date of Inception) to March 31, 2002    

                                                                [Download Table]


CHANGES IN STOCKHOLDERS' EQUITY                                             

                                                     Deficit                
                                                   Accumulated              
                       Common Stock   Additional     During       Total     
                       ------------    Paid-in    Development  Stockholders'
                    Shares    Amount   Capital      Stage        Equity     
                    ------    ------  ----------  -----------  -------------
                                                                            
Beginning balance,                                                          
12/31/1998                 -  $     -  $     -     $    -       $    -      
                   ---------  -------  -------     ------       ------      

Balance as of                                                               
12/31/99                   -        -        -          -            -      
                   ---------  -------  -------     ------       ------      

Balance as of                                                               
12/31/00                   -        -        -          -            -      
                   ---------  -------  -------     ------       ------      

Founders shares                                                             
issued                                                                      
for cash           2,000,000    2,000    2,820           -       4,820      
                   ---------  -------  -------     ------       ------      
Net (loss)                                                                  
Year ended                                                                  
12/31/2001                                         (2,807)      (2,807)     
                   ---------  -------  -------     ------       ------      
Balance as of                                                               
12/31/2001         2,000,000  $ 2,000  $ 2,820    $(2,807)      $2,013      
                   =========  =======  =======    ========      =======     
Net (loss)                                                                  
Qtr. Ended                                                                  
3/31/02                                               (30)         (30)     
                   ---------  -------  -------     ------       ------      
Balance as of                                                               
3/31/02            2,000,000  $ 2,000  $ 2,820    $(2,837)      $1,983      
                   =========  =======  =======    ========      =======     


See accompanying notes to financial statements.       

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PINOAK, Inc.

(a Development Stage Company)   
Statement of Cash Flows     

                                                                [Download Table]


STATEMENT OF CASH FLOWS                                              

                                 Three Months Ending    Dec. 31, 1998
                                       March 31,       (Inception) to
                                --------------------      March 31,  
                                 2002          2001          2002    
                               ---------    ---------   -------------
                                                                     
Cash flows from operating activities                                 
Net (loss)                     $    (30)     $      -     $ (2,837)  
                               --------      --------     ---------  
Net cash (used)                                                      
   by operating activities     $    (30)     $      -     $ (2,837)  
                               --------      --------     ---------  

Cash flows from                                                      
investing activities                  -             -            -   
                               --------      --------     --------   

Cash flows from financing activities                                 
 Issuance of capital stock            -             -        4,820   
                               --------      --------     --------   
Net cash provided by                                                 
financing activities                  -             -        4,820   
                               --------      --------     --------   

Net increase in cash                (30)            -        1,983   
Cash - beginning                  2,013             -            -   
                               --------      --------     --------   
Cash - ending                  $  1,983      $      -     $  1,983   
                               ========      ========     ========   

Supplemental disclosures:                                            

Interest paid                  $      -      $      -     $      -   
                               ========      ========     ========   
Income taxes paid              $      -      $      -     $      -   
                               ========      ========     ========   


See accompanying notes to financial statements.       

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PINOAK, INC.  
(A DEVELOPMENT STAGE COMPANY) 
NOTES 

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES                         

Organization                                                                    
------------                                                                    

The Company was organized December 31, 1998 (Date of Inception) under the laws  
of the State of Nevada, as Pinoak, Inc.                                         

The  Company  has  been  dormant  and  has  had  limited  operations since its  
inception,  and  in  accordance  with  SFAS #7,  the Company  is  considered a  
development stage company.                                                      

Estimates                                                                       
---------                                                                       

The  preparation  of financial statements in conformity with generally accepted 
accounting principles  requires  management  to  make estimates and assumptions 
that affect the reported amounts of assets and liabilities  and  disclosure  of 
contingent  assets  and liabilities at the date of the financial statements and 
the reported amounts  of  revenue  and  expenses  during  the reporting period. 
Actual results could differ from those estimates.                               

Cash and cash equivalents                                                       
-------------------------                                                       

The  Company  maintains a cash balance in a non-interest-bearing  account  that 
currently does  not  exceed  federally  insured limits.  For the purpose of the 
statements  of  cash  flows, all highly liquid  investments  with  an  original 
maturity of three months or less are considered to be cash equivalents.         

Revenue recognition                                                             
-------------------                                                             

The Company recognizes revenue on an accrual basis as it invoices for services. 

Reporting on the costs of start-up activities                                   
---------------------------------------------                                   

Statement of Position 98-5  (SOP  98-5),  "Reporting  on  the Costs of Start-Up 
Activities,"  which  provides guidance on the financial reporting  of  start-up 
costs and organizational  costs, requires most costs of start-up activities and 
organizational costs to be  expensed  as  incurred.   SOP 98-5 is effective for 
fiscal years beginning after December 15, 1998.  With the adoption of SOP 98-5, 
there has been little or no effect on the Company's financial statements.       

F-6 

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PINOAK, INC.  
(A DEVELOPMENT STAGE COMPANY) 
NOTES 

Loss per share                                                                  
--------------                                                                  

Net  loss  per  share  is  provided in accordance with Statement  of  Financial 
Accounting Standards No. 128  (SFAS #128) "Earnings Per Share".  Basic loss per 
share is computed by dividing losses  available  to  common stockholders by the 
weighted average number of common shares outstanding during  the  period.   The 
Company  had  no  dilutive  common  stock equivalents, such as stock options or 
warrants as of March 31, 2002.                                                  

Advertising Costs                                                               
-----------------                                                               

The  Company expenses all costs of advertising  as  incurred.   There  were  no 
advertising  costs included in selling, general and administrative expenses for 
the periods ended March 31, 2002.                                               

Fair value of financial instruments                                             
-----------------------------------                                             

Fair value estimates discussed herein are based upon certain market assumptions 
and pertinent information available to  management as of  March 31, 2002.   The 
respective carrying  value  of  certain  on-balance-sheet financial instruments 
approximated their fair values. These financial  instruments  include  cash and 
accounts  payable. Fair values were assumed to approximate carrying values  for 
cash and payables  because  they  are  short  term in nature and their carrying 
amounts approximate fair values or they are payable on demand.                  

Impairment of long lived assets                                                 
-------------------------------                                                 

Long  lived  assets  held and used by the Company  are  reviewed  for  possible 
impairment whenever events  or circumstances indicate the carrying amount of an 
asset may not be recoverable  or  is  impaired.   No such impairments have been 
identified by management at March 31, 2002.                                     

Segment reporting                                                               
-----------------                                                               

The  Company  follows  Statement  of Financial Accounting  Standards  No.  130, 
"Disclosures  About Segments of an Enterprise  and  Related  Information".  The 
Company operates  as  a  single  segment  and  will evaluate additional segment 
disclosure requirements as it expands its operations.                           

Dividends                                                                       
---------                                                                       

The Company has not yet adopted any policy regarding  payment of dividends.  No 
dividends have been paid or declared since inception.                           

F-7 

PINOAK, INC.  
(A DEVELOPMENT STAGE COMPANY) 
NOTES 

Income taxes                                                                    
------------                                                                    

The  Company  follows  Statement  of  Financial  Accounting Standard  No.  109, 
"Accounting for Income Taxes" ("SFAS No. 109") for  recording the provision for 
income taxes.  Deferred tax assets and liabilities are  computed based upon the 
difference between the financial statement and income tax  basis  of assets and 
liabilities  using  the  enacted marginal tax rate applicable when the  related 
asset or liability is expected  to be realized or settled.  Deferred income tax 
expenses or benefits are based on  the  changes  in the asset or liability each 
period.  If available evidence suggests that it is  more  likely  than not that 
some  portion  or  all  of  the  deferred  tax  assets will not be realized,  a 
valuation allowance is required to reduce the deferred tax assets to the amount 
that is more likely than not to be realized.  Future  changes in such valuation 
allowance are included in the provision for deferred income taxes in the period 
of change.                                                                      

Deferred  income  taxes  may  arise from temporary differences  resulting  from 
income and expense items reported  for financial accounting and tax purposes in 
different periods.  Deferred taxes are  classified  as  current or non-current, 
depending on the classification of assets and liabilities to which they relate. 
Deferred taxes arising from temporary differences that are  not  related  to an 
asset  or  liability  are classified as current or non-current depending on the 
periods in which the temporary differences are expected to reverse.             

Recent pronouncements                                                           
---------------------                                                           

The  FASB  recently  issued  Statement  No.  137,  "Accounting  for  Derivative 
Instruments and Hedging Activities-Deferral of Effective Date of FASB Statement 
No. 133".  The Statement  defers  for  one  year  the  effective  date  of FASB 
Statement   No.   133,  "Accounting  for  Derivative  Instruments  and  Hedging 
Activities".  The rule  now  will  apply  to  all fiscal quarters of all fiscal 
years beginning after June 15, 2000.  In June 1998,  the  FASB  issued SFAS No. 
133,  "Accounting  for  Derivative  Instruments  and Hedging Activities."   The 
Statement will require the company to recognize all  derivatives on the balance 
sheet at fair value.  Derivatives that are not hedges  must be adjusted to fair 
value through income, if the derivative is a hedge, depending  on the nature of 
the  hedge,  changes  in  the fair value of derivatives will either  be  offset 
against the change in fair  value  of  the  hedged assets, liabilities, or firm 
commitments through earnings or recognized in  other comprehensive income until 
the  hedged  item  is recognized in earnings.  The  ineffective  portion  of  a 
derivative's change  in  fair value will be immediately recognized in earnings. 
The company does not expect SFAS No. 133 to have a material impact on earning s 
and financial position.                                                         

In  December  1999,  the Securities  and  Exchange  Commission  released  Staff 
Accounting Bulletin No.  101,  Revenue Recognition in Financial Statements (SAB 
No.  101),  which  provides  guidance  on  the  recognition,  presentation  and 
disclosure of revenue in financial  statements.  SAB No. 101 did not impact the 
company's revenue recognition policies.                                         

F-8 

PINOAK, INC.  
(A DEVELOPMENT STAGE COMPANY) 
NOTES 

Year-end                                                                        
--------                                                                        

The Company has selected December 31 as its year-end.                           

NOTE 2 - GOING CONCERN                                                          

The Company's financial statements are  prepared  using  the generally accepted 
accounting  principles  applicable to a going concern, which  contemplates  the 
realization of assets and  liquidation  of  liabilities in the normal course of 
business.   However,  the  Company  has  not commenced  its  planned  principal 
operations  and it has not generated any revenues.   In  order  to  obtain  the 
necessary capital,  the  Company  intends to raise funds via an offering of its 
securities registered  with the US Securities  and  Exchange  Commission.   The 
Company is dependent upon  its  ability  to secure equity and/or debt financing 
and  there  are  no assurances that the Company  will  be  successful,  without 
sufficient financing  it  would  be  unlikely  for the Company to continue as a 
going concern.                                                                  

NOTE 3 - INCOME TAXES                                                           

The Company accounts for income taxes under Statement  of  Financial Accounting 
Standards  No.  109,  "Accounting  for Income Taxes"  ("SFAS No.  109"),  which 
requires use of the liability method.    SFAS  No.   109 provides that deferred 
tax  assets and liabilities are recorded based on the differences  between  the 
tax bases  of  assets  and liabilities and their carrying amounts for financial 
reporting purposes, referred  to as temporary differences.  Deferred tax assets 
and liabilities at the end of each  period  are  determined using the currently 
enacted  tax  rates  applied  to taxable income in the  periods  in  which  the 
deferred tax assets and liabilities are expected to be settled or realized.     

The provision for income taxes differs from the amount computed by applying the 
statutory federal income tax rate to income before  provision for income taxes. 
The sources and tax effects of the differences are as follows:                  

U.S federal statutory rate      (34.0%)   
Valuation reserve                34.0%    
                            ======
Total                               -%    

As of  March 31, 2002,  the  Company  has  a net operating  loss  carryforward  
of approximately $2,800 for tax purposes, which will  be  available  to  offset 
future  taxable  income.   If  not  used,  this  carryforward  will  expire in  
2020.  The deferred tax asset relating to the operating  loss  carryforward has 
been fully reserved at March 31, 2002.                                          

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PINOAK, INC.  
(A DEVELOPMENT STAGE COMPANY) 
NOTES 

NOTE 4 - RELATED PARTY TRANSACTIONS                                             

The Company does not lease or rent any property.  Office  services are provided 
without  charge  by  a  director.  Such costs are immaterial to  the  financial 
statements and, accordingly, have not been reflected therein.  The officers and 
directors of the Company  are involved in other business activities and may, in 
the future, become involved  in  other  business  opportunities.  If a specific 
business opportunity becomes available, such persons  may  face  a  conflict in 
selecting between the Company and their other business interests.  The  Company 
has not formulated a policy for the resolution of such conflicts.               

NOTE 5 - STOCKHOLDERS' EQUITY                                                   

The  Company  is  authorized to issue 20,000,000 shares of its $0.001 par value 
common stock and 5,000,000 shares of its $0.001 par value preferred stock.      

On December 7, 2001, the Company issued 2,000,000 shares of its $.001 par value 
common stock for cash of $4,820.                                                

There have been no other issuances of common or preferred stock.                

NOTE 6 - WARRANTS AND OPTIONS                                                   

There are no warrants  or  options outstanding to acquire any additional shares 
of common stock.                                                                

F-10

424B3
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================================================================================
You should rely only on the  information                                        
contained  in this  prospectus.  We have                                        
not  authorized  anyone to  provide  you                                        
with  information  different  from  that                3,000,000 Shares        
contained  in  this  prospectus.  We are                  common stock          
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 our common                                        
stock.  In this  prospectus,  the  words              --------------------      
"we,"  "us" and  "our"  refer to  Pinoak                                        
Inc.   (unless   the  context  indicates                   PINOAK, INC.         
context indicates otherwise).                                                   
                                                --------------------

TABLE OF CONTENTS                                         

PROSPECTUS SUMMARY ................    4                                        
LIMITED STATE REGISTRATION ........    5                                        
SUMMARY FINANCIAL INFORMATION .....    7                                        
RISK FACTORS ......................    8                                        
YOUR RIGHTS AND SUBSTANTIVE                                                     
PROTECTION UNDER RULE 419 .........   18                                        
DILUTION ..........................   20                                        
USE OF PROCEEDS ...................   22              --------------------      
CAPITALIZATION ....................   26                                        
PLAN OF DISTRIBUTION...............   27                   PROSPECTUS           
PROPOSED BUSINESS..................   29                                        
PLAN OF OPERATION..................   38              --------------------      
DESCRIPTION OF CAPITAL STOCK.......   39                                        
SHARES ELIGIBLE FOR FUTURE SALE....   41                                        
MANAGEMENT ........................   42                                        
CONFLICT OF INTEREST...............   44                                        
PRINCIPAL SHAREHOLDERS.............   46                                        
CERTAIN TRANSACTIONS...............   47                                        
WHERE CAN YOU FIND MORE                                                         
INFORMATION........................   48                 April 25, 2002         
MARKET FOR OUR COMMON STOCK........   49                                        
REPORTS TO STOCKHOLDERS ...........   50                                        
LEGAL MATTERS .....................   50                                        
EXPERTS ...........................   50                                        
FINANCIAL STATEMENTS ..............  F-1                                        
================================================================================

Dates Referenced Herein

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
		4/25/03		20					None on these Dates
Filed on:		4/30/02
		4/25/02		1		67
		4/3/02		59
		3/31/02		59		65
		1/2/02		50
		12/31/01		6		58
		12/7/01		59		66
		3/31/01		59
		12/31/00		48		50
		6/15/00		57		65
		12/31/98		4		64
		12/15/98		55		64
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