UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       AMENDMENT NO. 1 TO FORM 10-KSB

[x]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 For the fiscal year ended December 31, 2002

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the transition period from _______________________ to _____________

                    Commission file number:  333-76242
                    ----------------------------------

                                 Pinoak, Inc.
              ----------------------------------------------------
              (Exact name of small business issuer in its charter)

             Nevada                                    86-0983750
-------------------------------                   -------------------
(State or other jurisdiction of                       (IRS Employer
 Incorporation or organization)                     Identification No.)

                 10801 E. Grove Street, Mesa, AZ  85208
   --------------------------------------------------------------------
                (Address of principal executive offices)

                             (480) 984-8446
                       ---------------------------
                       (Issuer's telephone number)


Securities registered under Section 12(b) of the Exchange Act:

    Title of each class           Name of each exchange on which registered

          None                                       N/A

Securities registered under Section 12(g) of the Exchange Act:

                                     COMMON
                                ----------------
                                (Title of class)

         Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                                                 [x] Yes [ ] No

<PAGE>

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [x]

         State issuer's revenues for its most recent fiscal year.  $0

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days.

         N/A

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

         Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court.

                                                [ ] Yes  [ ] No  N/A

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:  2,000,000 common shares

                       DOCUMENTS INCORPORATED BY REFERENCE

         None.

  Transitional Small Business Disclosure Format (Check one): [ ] Yes  [X] No




<PAGE>



                                    CONTENTS

<TABLE>
<CAPTION>

CONTENTS

                                                                         PAGE
<S>                                                                      <C>
PART I

    Item 1.  Business.....................................................3
    Item 2.  Properties...................................................5
    Item 3.  Legal Proceedings............................................5
    Item 4.  Submission of Matters to a Vote of Security Holders..........5

PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters.....6
    Item 6.  Plan of Operation............................................7
    Item 7.  Financial Statements.........................................8
    Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure.......................9

PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the

                Exchange Act.............................................10
    Item 10. Executive Compensation......................................12
    Item 11. Security Ownership of Certain Beneficial Owners and
                Management...............................................12
    Item 12. Certain Relationships and Related Transactions..............13
    Item 13. Exhibits and Reports on Form 8-K............................13
    Item 14  Control and Procedures......................................14


SIGNATURES   ............................................................15

</TABLE>

                                     2

<PAGE>

                                   PART I

ITEM 1.  BUSINESS

Business Objectives

         We are a "blank check" company incorporated under the laws of the
State of Nevada on December 31, 1998 to serve as a vehicle to effect a
Business combination with another company.  We have no operating business and
a very modest capitalization.

         Our offices are located at 10801 E. Grove, Mesa, Arizona  85208 and
our telephone number is (480) 984-8446.

         The proposed business activities classifies us as a "blank check"
company.  The Securities and Exchange Commission defines these companies as
"any development stage company that is issuing a penny stock (within the
meaning of section 3(a)(51) of the Securities Exchange Act of 1934) and
that has no specific business plan or purpose, or has indicated that its
business plan is to merge with an unidentified company or companies."  We
intend to comply with the periodic reporting requirements of the Securities
Exchange Act of 1934 for so long as it is subject to those requirements.

         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.

         On July 24, 2002, we closed our 419 offering and collected total
cash, net of offering costs, of $59,233.  As of December 31, 2002, the
balance of funds held with an escrow agent totaled $59,983.  Under the 419
Rule, the shareholders can ask to have these monies returned to them if they
do no reconfirm a proposed 419 merger candidate or eighteen months pass
without finding a merger candidate; therefore these funds may or may not be
released to the Company.


Rule 419 Reconfirmation Offering

         Our initial offering was a so-called "blank check" offering due to
the fact that we are a development stage company that has no specific business
plan or purpose and we indicated that our business plan or purpose was to
merge with or be acquired by an unidentified company.

         The Company has yet to formally identify a merger candidate.  Once a
merger candidate is identified we are required to file a post-effective
amendment to our registration statement on Form SB-2 (File No-333-76242)
detailing the proposed combination and requesting a reconfirmation from
stockholders that purchased shares in its public offering to reconfirm their
election to invest in the Company's shares.  The post-effective amendment is
required to contain information about our proposed merger candidate and
its business, including audited financial statements and the proposed use of
the funds to be disbursed from the escrow account.

                                       3
<PAGE>

         Our reconfirmation offering is subject to Rule 419 under the
Securities Act, and the post-effective amendment will also include the terms
of the reconfirmation offer mandated by Rule 419.  Among other things, the
fair market value of the business or assets must represent at least 80% of
the proceeds of our prior offering.  For purposes of this blank check offering,
the fair market value of the business or assets to be acquired must be at
least $60,000.

         The reconfirmation offer must commence within five business days after
the effective date of the post-effective amendment.  Pursuant to Rule 419, the
reconfirmation offer must include the following conditions:

                  (1) The prospectus contained in the post-effective amendment
will be sent to each investor whose securities are held in the escrow account
within five business days after the effective date of the post-effective
amendment;


                  (2) 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;

                  (3) If we do not receive written notification from any
investor within 45 business days following the effective date, the pro-rata
portion of the offering proceeds (without any interest or dividends) held in
the escrow account on such investor's behalf will be returned to the investor
within five business days by first class mail or other equally prompt means;

                  (4) The acquisition(s) will be consummated only if investors
representing at least 80% of the offering proceeds elect to reconfirm their
investments;

                  (5) If the business combination has not occurred by October,
25, 2003, 18 months from the date of our Prospectus, the offering proceeds
held in the escrow account shall be returned to all investors on a pro-rata
basis within five business days by first class mail or other equally prompt
means;

                  (6) Investors who receive their pro rata portion of the
offering proceeds will receive any interest.  Investors who elect to remain
investors will not receive any interest when their pro-rata portion of the
offering proceeds is released to us.

Release of Offering Proceeds and Shares from Escrow

         The offering proceeds and shares held in escrow may be released to
us and the investors, respectively, after the escrow agent has received a
signed representation from us and any other evidence acceptable by the escrow
agent that:

                  (1) We have executed a Merger Agreement and that the fair
 value of the business represents at least 80% of the offering proceeds
($60,000), and we have filed the required post-effective amendment;

                                       4
<PAGE>

                  (2) The post-effective amendment has been declared effective,
the mandated reconfirmation offer prescribed by Rule 419 has been completed and
we have satisfied all of the prescribed conditions of the reconfirmation offer;


ITEM 2.  PROPERTIES

         The Company, pursuant to an oral agreement, utilizes and will
utilize, until consummation of the Merger, the offices of Rick Jesky, the
Company's sole director and officer at no cost to the Company.

ITEM 3.  LEGAL PROCEEDINGS

         The Company is not a party to any legal proceedings and knows of
no threatened litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         During the calendar year 2002 the Company did not submit any matters
to a vote of its shareholders.

                                        5
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The shares of Common Stock issued in the public offering are
currently held in escrow by Southwest Escrow Company, Las Vegas, Nevada.
There is no public market for our common stock.

         No dividends have been declared on the Common Stock since the
inception of the Company in December, 1998 and the Company does not anticipate
paying any cash dividends in the foreseeable future.


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


         During April, 2002, we filed a registration statement on Form SB-2
(Commission file No. 333-76242) with the Securities and Exchange Commission
for the issuance of 3,000,000 shares of common stock at $0.025 per share.  We
asked as our own underwriter, and no fees or commissions were paid to undertake
this offering.  The proceeds of the offering in connection with the public
offering totaled $59,983, which was completed in July, 2002.  Southwest Escrow
Company, Las Vegas, Nevada is holding the public offering proceeds and the
stock certificates of the public investors in escrow pursuant to Rule 419 of
the Rules and Regulations of the Securities and Exchange Commission, until the
approval of a business combination by the shareholders of the Company.  If the
shareholders have not approved a business combination by October 25, 2003, all
proceeds will be promptly returned to the shareholders and the stock
certificates will be canceled.  The proceeds have been recorded on our
financial statements as "funds held in escrow."

                                       6
<PAGE>

ITEM 6. PLAN OF OPERATION

         As of December 31, 2002 we were in the development stage and in the
process of seeking a merger candidate. All activity to date has been related
to our formation and proposed financing.  Our ability to commence operations
is contingent upon identifying a merger candidate.  As of December 31, 2002,
we had not incurred any material costs or expenses other than those associated
with our formation.  We closed our public offering in July, 2002.

         We will use the net proceeds of the public offering principally in
connection with effecting a business combination, and structuring and
consummating a business combination.  We do not have discretionary access to
any monies in the escrow account.  We cannot use the escrowed amounts to pay
the costs of evaluating potential business combinations.  To the extent that
common stock is used as consideration to effect a business combination, the
balance of the net proceeds of the public offering not then expended will be
used to finance the operations of a target business.  No cash compensation
will be paid to any officer or director in their capacities as such until
after the consummation of the first business combination.  Since we do not
expect our present management to remain involved after the merger is
completed, we have no ability to determine what remuneration, if any, will
be paid to managers after the merger.

         In the event that we do not effect a business combination by October
25, 2003, we will distribute to the then holders of common stock acquired as
part of the shares sold in the public offering the amount held in the escrow
account, without interest.

Special Note Regarding Forward-Looking Information

         Certain statements contained in this Plan of Operation, constitute
"forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act. For this
purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, the words "believes," "plans," "expects," and
similar expressions are intended to identify forward-looking statements.
There are a number of important factors that could cause results to differ
materially from those indicated by such forward-looking statements.  These
factors include those set forth below under the heading "Risk Factors" in
the proxy statement/prospectus included in our post-effective amendment to
its registration statement on Form SB-2 (File No-333-76242).


                                       7
<PAGE>



ITEM 7. FINANCIAL STATEMENTS

         The Company's financial statements for the fiscal year ended December
31, 2002 are included herein and consist of:

         Independent Auditor's Report                      F-1

         Balance Sheet                                     F-2

         Statements of Operations                          F-3

         Statement of Changes in Stockholders' Equity      F-4

         Statements of Cash Flows                          F-5

         Notes to Financial Statements                     F-6-11



                                       8
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Beckstead and Watts, LLP
----------------------------
Certified Public Accountants
                                                            330 E. Warm Springs
                                                            Las Vegas, NV 89119
                                                                   702.257.1983
                                                             702.362.0540 (fax)

                         INDEPENDENT AUDITER'S REPORT

January 21, 2003

Board of Directors
Pinoak, Inc.
Las Vegas, NV

I have audited the Balance Sheets of Pinok, Inc. (the "Company") (A Development
Stake Company), as of December 31, 2002 and 2001, and the related Statements of
Operations,  Stockholders' Equity, and Cash Flows for the years then ended, and
for the period  December  31,  1998  (Dare  of Inception) to December 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 December  31,  2002  and  2001,  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, 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 5 to the financial
statements, she 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 and
adjustments that might result from the outcome of this uncertainty.


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

                                      F-1
<PAGE>

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

<TABLE>
<CAPTION>

Balance Sheets

                                                                December 31,
                                                            ------------------
                                                              2002      2001
                                                            --------  --------
<S>                                                         <C>       <C>
Assets

Current assets:
  Cash                                                      $    779  $  2,013
  Funds held in escrow                                        59,983         -
                                                            --------  --------
    Total current assets                                      60,762     2,013
                                                            --------  --------
                                                            $ 60,762  $  2,013
                                                            ========  ========


Liabilities and Stockholder's Equity


Current liabilities:
  Subscriptions payable                                     $ 59,233  $      -
                                                            --------  --------
    Total current liabilities                                 59,233         -
                                                            --------  --------

Stockholder's 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              (3,291)   (2,807)
                                                            --------  --------
                                                               1,529     2,013
                                                            --------  --------
                                                            $ 60,762  $  2,013
                                                            ========  ========
</TABLE>

  The accompanying notes are an integral part of these financial statements.


                                       F-2
<PAGE>

                                  Pinoak, Inc.
                         (a Development Stage Company)
                           Statements of Operations


<TABLE>
<CAPTION>

Statements of Operations

                                       For the years ended   December 31, 1998
                                           December 31,       (Inception) to
                                       --------------------     December 31,
                                         2002       2001           2002
                                       ---------  ---------  -----------------
<S>                                    <C>        <C>        <C>

Revenue                                $       -  $       -  $               -
                                       ---------  ---------  -----------------

Expenses:
  General and administrative expenses        484      2,807              3,291
                                       ---------  ---------  -----------------
    Total expenses                           484      2,807              3,291
                                       ---------  ---------  -----------------
Net (loss)                             $    (484) $  (2,807) $          (3,291)
                                       =========  =========  =================


Weighted average number of
  common shares outstanding -
  basic and fully diluted              2,000,000  2,000,000
                                       =========  =========


Net (loss) per share -
  basic and fully diluted              $   (0.00) $   (0.00)
                                       =========  =========

</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                       F-3
<PAGE>

                                  Pinoak, Inc.
                         (a Development Stage Company)
                  Statements of Changes in Stockholder's Equity

<TABLE>
<CAPTION>

Statements of Changes in Stockholder's Equity

                                                    (Deficit)
                                                   Accumulated
                        Common Stock    Additional    During        Total
                     -----------------   Paid-in    Development  Stockholder's
                      Shares    Amount   Capital       Stage        Equity
                     ---------  ------  ----------  -----------  -------------
<S>                  <C>        <C>     <C>         <C>          <C>
December 1998
  Beginning balance          -  $    -  $        -  $         -  $           -

Net (loss)
  December 31, 1998
  (inception) to
  December 31, 1998                                           -              -
                     ---------  ------  ----------  -----------  -------------
Balance, Dec 31, 1998        -  $    -  $        -  $         -  $           -

Net (loss)
  For the year ended
  December 31, 1999                                           -              -
                     ---------  ------  ----------  -----------  -------------
Balance, Dec 31, 1999        -  $    -  $        -  $         -  $           -

Net (loss)
  For the year ended
  December 31, 2000                                           -              -
                     ---------  ------  ----------  -----------  -------------
Balance, Dec 31, 2000        -  $    -  $        -  $         -  $           -

December 2001
  Issued for cash    2,000,000   2,000  $    2,820            -          4,820
Net (loss)
  For the year ended
  December 31, 2001                                      (2,807)        (2,807)
                     ---------  ------  ----------  -----------  -------------
Balance, Dec 31,2001 2,000,000  $2,000  $    2,820  $    (2,807) $       2,013

Net (loss)
  For the year ended
  December 31, 2002                                        (484)          (484)
                     ---------  ------  ----------  -----------  -------------
Balance, Dec 31,2002 2,000,000  $2,000  $    2,820  $    (3,291) $       1,529
                     =========  ======  ==========  ===========  =============
</TABLE>
  The accompanying notes are an integral part of these financial statements.

                                       F-4
<PAGE>

                                  Pinoak, Inc.
                         (a Development Stage Company)
                           Statements of Cash Flows

<TABLE>
<CAPTION>

Statements of Cash Flows

                                       For the years ended   December 31, 1998
                                           December 31,       (Inception) to
                                       --------------------     December 31,
                                         2002       2001           2002
                                       ---------  ---------  -----------------
<S>                                    <C>        <C>        <C>

Cash flows from operating activities
Net (loss)                             $    (484) $  (2,807) $          (3,291)
                                       ---------  ---------  -----------------
Net cash (used) by operating activities     (484)    (2,807)            (3,291)
                                       ---------  ---------  -----------------

Cash flows from financing activities
  Issuances of common stock                    -      4,820              4,820
  (Increase) in funds held in escrow     (59,983)         -            (59,983)
  Increase in subscriptions payable       59,233          -             59,233
                                       ---------  ---------  -----------------
Net cash provided (used) by
  financing activities                      (750)     4,820              4,070
                                       ---------  ---------  -----------------

Net increase (decrease) in cash           (1,234)     2,013                779
Cash - beginning                           2,013          -                  -
                                       ---------  ---------  -----------------
Cash - ending                          $     779  $   2,013  $             779
                                       =========  =========  =================

Supplemental disclosures:
  Interest paid                        $       -  $       -  $               -
                                       =========  =========  =================

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

</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>

                                 Pinoak, Inc.
                         (a Development Stage Company)
                                  Footnotes

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The  Company was organized December 31, 1998 (Date of Inception) under the laws
of the  State  of Nevada, as Pinoak, Inc.  The Company has no operations and in
accordance with SFAS #7, the Company is considered a development stage company.
The Company is authorized  to  issue  5,000,000  shares  of  $0.001  par  value
preferred stock and 20,000,000 shares of $0.001 par value common stock.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

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.  There
were no cash equivalents as of December 31, 2002.

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, 2002.

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

The  Company  reports revenue as invoiced on an accrued basis.  Costs of  sales
are recorded as  items  are  sold  and  are  comprised of product purchases and
shipping costs.

Advertising costs
-----------------

The  Company expenses all costs of advertising  as  incurred.   There  were  no
advertising  costs  included in selling, general and administrative expenses in
2002.

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, 2002.

                                    F-6
<PAGE>

                                 Pinoak, Inc.
                         (a Development Stage Company)
                                  Footnotes

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.

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.

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, 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.

Income Taxes
------------

Deferred  income  tax  assets  and  liabilities  are   computed   annually  for
differences  between  the  financial  statement  and  tax  basis of assets  and
liabilities  that will result in taxable or deductible amounts  in  the  future
based on enacted  tax  laws  and  rates  applicable on the periods in which the
differences are expected to affect taxable  income.   Valuation  allowances are
established when necessary to reduce deferred tax assets to the amount expected
to  be realized.  Income tax expense is the tax payable or refundable  for  the
period  plus  or  minus the change during the period in deferred tax assets and
liabilities.



                                 F-7

<PAGE>

                                 Pinoak, Inc.
                         (a Development Stage Company)
                                  Footnotes


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.

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

In June 2001, SFAS No. 141, "Business Combinations," and SFAS No. 142,
"Goodwill and Other Intangible Assets," were issued.  SFAS No. 141 requires
that all business combinations initiated after June 30, 2001 be accounted for
using the purchase method of accounting, and that identifiable intangible
assets acquired in a business combination be recognized as an asset apart from
goodwill, if they meet certain criteria.  The impact of the adoption of SFAS
No. 141 on our reported operating results, financial position and existing
financial statement disclosure is not expected to be material.

SFAS No. 142 applies to  all goodwill and identified intangible assets acquired
in  a  business  combination.    Under  the  new  standard,  all  goodwill  and
indefinite-lived intangible assets,  including  that  acquired  before  initial
application  of  the  standard,  will  not  be amortized but will be tested for
impairment at least annually.  The new standard  is  effective for fiscal years
beginning after December 15, 2001.  The impact of the  adoption of SFAS No. 142
on  our reported operating results, financial position and  existing  financial
statement disclosure is not expected to be material.

In July  2001, SFAS No. 143, "Accounting for Asset Retirement Obligations," was
issued which  requires  the  recognition of a liability for an asset retirement
obligation in the period in which  it  is  incurred.   When  the  liability  is
initially  recorded,  the  carrying  amount  of the related long-lived asset is
correspondingly increased.  Over time, the liability is accreted to its present
value and the related capitalized charge is depreciated over the useful life of
the asset. SFAS No. 143 is effective for fiscal  years beginning after June 15,
2002.  The impact of the adoption of SFAS No. 143  on  the  Company's  reported
operating   results,   financial  position  and  existing  financial  statement

disclosure is not expected to be material.


                                   F-8

<PAGE>

                                 Pinoak, Inc.
                         (a Development Stage Company)
                                  Footnotes

Recent pronouncements (Continued)
---------------------------------

In August 2001, SFAS No.  144,  "Accounting  for  the Impairment or Disposal of
Long-Lived  Assets,"  was  issued.   This  statement  addresses  the  financial
accounting and reporting for the impairment or disposal  of  long-lived  assets
and  broadens  the  definition of what constitutes a discontinued operation and
how results of a discontinued  operation are to be measured and presented.  The
provisions of SFAS No. 144 are effective  for  financial  statements issued for
fiscal years beginning after December 15, 2001.  The impact  of the adoption of
SFAS No. 144 on our reported operating results, financial position and existing
financial statement disclosure is not expected to be material.


Stock-Based Compensation
------------------------

The  Company  accounts  for stock-based awards to employees in accordance  with
Accounting Principles Board  Opinion  No.  25,  "Accounting for Stock Issued to
Employees"  and  related  interpretations and has adopted  the  disclosure-only
alternative of SFAS No. 123, "Accounting for Stock-Based Compensation." Options
granted to consultants, independent representatives and other non-employees are
accounted for using the fair value method as prescribed by SFAS No. 123.

Year end
--------

The Company has adopted December 31 as its fiscal year end.

NOTE 2 - GOING CONCERN

The accompanying financial  statements  have been prepared assuming the Company
will  continue  as a going concern.  As shown  in  the  accompanying  financial
statements, the Company  has  incurred a net loss of $3,291 for the period from
December 31, 1998 (inception) to  December  31,  2002,  and  has no sales.  The
future  of  the Company is dependent upon its ability to obtain  financing  and
upon future profitable  operations  from  the  development  of its new business
opportunities.  Management has plans to seek additional capital through private
placements and public offerings of its common stock.  The financial  statements
do   not   include   any   adjustments   relating  to  the  recoverability  and
classification of recorded assets, or the  amounts  of  and  classification  of
liabilities that might be necessary in the event the Company cannot continue in
existence.

These  conditions  raise  substantial  doubt  about  the  Company's  ability to
continue  as  a  going concern.  These financial statements do not include  any
adjustments that might arise from this uncertainty.


                                    F-9

<PAGE>

                                 Pinoak, Inc.
                         (a Development Stage Company)
                                  Footnotes


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, 2002, the Company has a net operating loss carry forward  of
approximately $3,291 for tax purposes, which will be available to offset future
taxable income.  If not used, this carry forward will expire in 2022.

NOTE 4 - FUNDS HELD IN ESCROW AND SUBSCRIPTIONS PAYABLE

On July 24, 2002, the Company closed its 419 offering and collected total cash,
net  of  offering  costs,  of $59,233.  As of December 31, 2002, the balance of
funds held with an escrow agent  totaled  $59,983.   Under  the  419  Rule, the
shareholders  can  ask  to  have  these  monies  returned to them if they do no
reconfirm the 419 merger candidate or eighteen months  pass  without  finding a
merger  candidate;  therefore  these  funds  may  or may not be released to the
Company.

NOTE 5 - STOCKHOLDER'S EQUITY

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

On  December  7,  2001,  the Company issued 2,000,000 shares of its $0.001  par
value common stock for cash of $4,820.

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

                                 F-10

<PAGE>

                                 Pinoak, Inc.
                         (a Development Stage Company)
                                  Footnotes


NOTE 6 - RELATED PARTY TRANSACTIONS

On December 7, 2001, the Company  issued  2,000,000  shares  of  its $0.001 par
value common stock to the sole officer and director of the Company.   (See Note
5).

The  Company does not lease or rent any property.  Office services are provided
without  charge  by  an officer and 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 7 - WARRANTS AND OPTIONS

As  of  December 31, 2002, there are no warrants  and  options  outstanding  to
acquire any additional shares of preferred and/or common stock.







                                      F-11

<PAGE>

ITEM  8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE


     Beckstead and Watts, LP audited the financial statements of the Company.
The Company has not had any disagreements with their auditors with respect to
their prior engagement as auditors.





                                       9
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The current director and officer of the Company is as follows:

<TABLE>
<CAPTION>

NAME                      AGE      POSITIONS
<S>                       <C>      <C>
Rick Jesky                53       President, CEO, Director, CFO

</TABLE>

         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.

Rick Jesky, President - Work History
------------------------------------

         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.
From June, 2002 to present he is also working as a Deputy U.S. Marshall for
the U.S. Department of Justice.


                                      10
<PAGE>

         The day to day operations of the company include reviewing acquisition
candidates and assuring the company is current in its SEC reporting
requirements.  There will be several days of inactivity and other days where
the officer is actively evaluating and negotiating an acquisition.  While the
company does not currently anticipate the use of consultants in connection with
any acquisition, if the officer feels that involvement of other parties are
appropriate for evaluating an acquisition target a consultant may be hired.


Limitation of Liability; Indemnification of Directors and Officers

         Pursuant to the provisions of Nevada Revised Statutes 78.751, the
Corporation shall indemnify its directors, officers and employees as
follows:

         Every director, officer, or employee of the corporation shall be
indemnified by the corporation against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon her/her in connection
with any proceeding to which he/she may be made a party, or in which he/she
may become involved, by reason of being or having been a director, officer,
employee or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of the corporation,
partnership, joint venture, trust or enterprise, or any settlement thereof,
whether or not he/she is a director, officer, employee or agent at the time
such expenses are incurred, except in such cases wherein the director,
officer, employee or agent is adjudged guilty of willful misfeasance or
malfeasance in the performance of his/her duties; provided that in the event
of a settlement the indemnification herein shall apply only when the Board
of Directors approves such settlement and reimbursement as being for the
best interests of the Corporation.

         The Corporation shall provide to any person who is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of a suit, litigation or other proceedings which is
specifically permissible under applicable law.

Conflicts of Interest

         The consummation of a business combination may require a greater
period of time than if management devoted their full time to our affairs.
However, our sole officer and director will devote such time as she or he
deems reasonably necessary to carry out the business and affairs of our
company, including the evaluation of potential target businesses and the
negotiation of a business combination and, as a result, the amount of time
devoted to our business and affairs may vary significantly depending upon,
among other things, whether we have identified a target business or are
engaged in active negotiation of a business combination.  We expect that our
officers will spend 15 to 20 hours per month of their time on the business
affairs of the company until a potential business combination has been
identified, upon which event they expect to spend significantly more time
until such business combination is consummated.  There can be no assurance

                                    11
<PAGE>

that any of the foregoing conflicts will be resolved in favor of our company.
In connection with any stockholder vote relating either to approval of a
business combination or the liquidation of the company all of its officer
and director (and any stockholders who are affiliated with its officer and
director), have agreed to vote all of their respective shares of Common
Stock in accordance with the vote of the majority of the shares voted by all
non-affiliated public stockholders (in person or by proxy) with respect to
such business combination or liquidation.

Management's experience with prior blank check offerings

         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.  He is not currently involved with
any other "blind pool" companies and does not currently intend to undertake

any more "blind pool" offerings until he can complete, assuming it is
concluded, an acquisition for Pinoak.


ITEM 10. EXECUTIVE COMPENSATION

         The Company has not entered into employment agreements or other
understandings with its directors or executive officers concerning
compensation.  No cash compensation has been or will be paid to any officer
or director in their capacity as such.  Since the role of present management
after the consummation of a business combination is unclear, assuming it is
concluded, the Company has no ability to determine what remuneration, if any,
will be paid to such persons after consummation of a business combination,
although it is not expected that any arrangements will be made.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The table below lists the beneficial ownership of our voting
securities by each person known by us to be the beneficial owner of more
than 5% of our securities, as well as the securities beneficially owned by
all our directors and officers.  Unless specifically indicated, the
shareholders listed possess sole voting and investment power with respect
to the shares shown.

<TABLE>
<CAPTION>

Name and Address of                 Title of        Shares of      Percent of
Beneficial Owner       Title          Class       Common Stock       Class
---------------------------------------------------------------------------
<S>                    <C>          <C>            <C>             <C>
Rick Jesky(1)          President    Common         2,000,000       100%
                                                   --------------------

All executive officers and directors
        as a group (one person)                    2,000,000       100%
</TABLE>

                                       12
<PAGE>

(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.  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.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         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 Beckstead and Watts, LLP, Certified Public Accountants, to perform audited
financials for the Company.  Beckstead and Watts, LP own no stock in the
Company and works on a fee for services basis.

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


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS.

     99     Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
           Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
          (Chief Executive Officer and Chief Financial Officer).

(b)  REPORTS ON FORM 8-K

            None


                                       13
<PAGE>

ITEM 14 - CONTROL AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on an evaluation conducted within 90 days prior to the filing
date of this Annual Report on Form 10- KSB, that the Company's disclosure
controls and procedures have functioned effectively so as to provide those
officers the information necessary whether:

                  (i) this Annual Report on Form 10-KSB  contains any untrue
                  statement of a material fact or omits to state a material
                  fact necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period  covered by this
                  Annual Report on Form 10-KSB, and

                  (ii) the financial statements, and other financial
                  information included in this Annual Report on Form 10-KSB,
                  fairly present in all material respects the financial
                  condition, results of operations and cash flows of the
                  Company as of, and for, the periods presented in this
                  Annual Report on Form 10-KSB.

There have been no significant changes in the Company's internal controls
or in other factors since the date of the Chief Executive Officer's and
Chief Financial Officer's evaluation that could significantly affect these
internal controls, including any corrective actions with regards to
significant deficiencies and material weaknesses.


                                      14
<PAGE>

                                   SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant, caused this report to be signed on its
behalf by the undersigned  based upon the best information available pursuant
to Section 12b-25, thereunto duly authorized.

                                          Pinoak, Inc.
                                          ------------
                                          (Registrant)

          March 26, 2003            By: /s/ Rick Jesky
          --------------            --------------------------------
              Date                        Rick Jesky
                                          President, CEO, Secretary
                                          Treasurer, Chief Financial and
                                          Accounting Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

          March 26, 2003            By: /s/ Rick Jesky
          --------------            --------------------------------
              Date                          Rick Jesky
                                            President, CEO, Secretary
                                            Treasurer, Chief Financial and
                                            Accounting Officer and Director






                                       15
<PAGE>

EXHIBIT 99.1

                                PINOAK, INC.


   CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Rick Jesky, Chief Executive Officer and Chief Financial Officer of
Pinoak, Inc. (the "Registrant"), certify that:

     1. I have reviewed this Annual Report on Form 10-KSB of the Registrant;

     2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Annual
Report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this Annual  Report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this Annual Report;

     4.  The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

          a) designed such disclosure controls and procedures to ensure that
             material information relating to the Registrant, including its
             consolidated subsidiaries, is made known to us by others within
             those entities, particularly during the period in which this
             Annual Report is being prepared;

          b) evaluated the effectiveness of the Registrant's disclosure
             controls and procedures as of a date within 90 days prior
             to the filing date of this Annual Report (the "Evaluation Date");
             and

          c)  presented in this Annual Report our conclusions about the
              effectiveness of the disclosure controls and procedures based
              on our evaluation as of the Evaluation Date;

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
function);

          a) all significant deficiencies in the design or operation of internal
             controls which could adversely affect the Registrant's ability to
             record, process, summarize and report financial data and have
             identified for the Registrant's auditors any material weaknesses
             in internal controls; and

          b) any fraud, whether or not material, that involves management or
             other employees who have a significant role in the Registrant's
             internal controls; and

     6. The Registrant's other certifying officer and I have indicated in this
Annual Report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Dated:  March 26, 2003     Signature:  /s/ Rick Jesky
        --------------                ------------------------------------
              Date                         Rick Jesky
                                           President, CEO, Secretary
                                           Treasurer, Chief Financial and
                                           Accounting Officer and Director


<PAGE>