U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                  FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

     For the fiscal year ended December 31, 2003

[ ]  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.
                  --------------------------------------------
                 (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 officers, including Zip Code)

             Issuers telephone number:   (480) 984-8446
                                         --------------

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

Title of each class registered: None       Name of each exchange on which
                                           registered:  None

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

                        Common Stock, par value $0.001
                        ------------------------------
                               (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.
Yes [X] No [ ]

     Check if no disclosure of delinquent filers in response to Item 405
of Regulation S-B is 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. [ ]

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

     The issuer's stock is not trading on any stock exchange.

     As of December 31, 2003, the issuer had 2,000,000 common shares issued and
outstanding, held by one stockholder.

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


                                       1
<PAGE>


                           Forward-Looking Statements

This report contains forward-looking statements.  The forward-looking
statements include all statements that are not statements of historical fact.
The forward-looking statements are often identifiable by their use of words
such as "may," "expect," "believe," "anticipate," "intend," "could,"
"estimate," or "continue," "plans" or the negative or other variations of
those or comparable terms.  The Registrant's actual results could differ
materially from the anticipated results described in the forward-looking
statements.  Factors that could affect Pinoak's results include, but are not
limited to, those discussed in Item 6, "Management's Discussion and Analysis
or Plan of Operation" and included elsewhere in this report.






                                       2
<PAGE>


                                    CONTENTS

                                                                          PAGE
PART I

    Item 1.  Description of Business........................................4
    Item 2.  Description of Property.......................................14
    Item 3.  Legal Proceedings.............................................14
    Item 4.  Submission of Matters to a Vote of Security Holders...........14

PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters......15
    Item 6.  Management's Discussion and Analysis or Plan of Operation.....16
    Item 7.  Financial Statements..........................................19
    Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure........................21
    Item 8A. Controls and Procedures.......................................21

PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the
                Exchange Act...............................................22
    Item 10. Executive Compensation........................................25
    Item 11. Security Ownership of Certain Beneficial Owners and
                Management.................................................27
    Item 12. Certain Relationships and Related Transactions................28
    Item 13. Exhibits and Reports on Form 8-K..............................29
    Item 14. Principal Accountant Fees and Services........................30

SIGNATURES   ..............................................................31




                                       3

<PAGE>



                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS.

A.  Business Development, Organization and Acquisition Activities

Pinoak, Inc. (the "Company") or ("Pinoak") or (the "Registrant") was first
incorporated under the laws of the State of Nevada on December 31, 1998.  The
Registrant is a "blank check" company.  It was formed for the purpose of
seeking to complete a merger or business acquisition transaction.  The Company
has not been involved in any bankruptcy, receivership or similar proceeding.
The Company has not been involved in any material reclassification, merger
consolidation, or purchase or sale of a significant amount of assets not in
the ordinary course of business.  The Registrant has 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 Registrant conducted an offering under Rule 419(e)(2)(iv) of Regulation C
provides that "if a consummated acquisition(s) meeting the requirements of this
section has not occurred by a date 18 months after the effective date of the
initial registration statement, funds held in the escrow or trust account shall
be returned by first class mail or equally prompt means to the purchaser within
five business dates following that date."  This Rule required the Company to
consummate an acquisition before October 25, 2003.

Since an acquisition did not take place by October 25, 2003, the Company
terminated its current offering, and notified Southwest Escrow, Las Vegas,
Nevada to close the escrow and return the raised funds to the original 419
investors.  Under Rule 419, the Company could request 10% of the funds held in
escrow to pay for general expenses.  As stated in our original Registration
Statement, management had no intention to use these funds, and all funds were
returned to the shareholders.  Management absorbed the costs associated
with the return of these funds.  There was no reconfirmation offering.

The Registrant on October 31, 2003 filed a post-effective amendment to
deregister all securities previously registered under the Securities Act.

Pinoak remains a shell corporation and still plans to identify a merger
or acquisition candidate.  It is anticipated that its cash requirements shall
be minimal, and that all necessary capital, to the extent required, will be
provided by the Company's sole officer/director.  The Company does not
anticipate that it will have to raise capital in the next twelve months.  The
Company also does not expect to acquire any plant or significant equipment.

Management is engaged in seeking a qualified company as a candidate for a
business combination. It is not possible at this time to predict with which
company, if any, the Company will enter into a definitive agreement or what
will be the industry, operating history, revenues, future prospects or other
characteristics of that company.

                                       4

<PAGE>
Management has been assessing various options and strategies.  The analysis of
new businesses opportunities and evaluating new business strategies has been
undertaken by or under the supervision of the Company's President.  In
analyzing prospective businesses opportunities, management will consider, to
the extent applicable, the available technical, financial and managerial
resources of any given business venture.  Management will also consider the
nature of present and expected competition; potential advances in research
and development or exploration; the potential for growth and expansion; the
likelihood of sustaining a profit within given time frames; the perceived
public recognition or acceptance of products, services, trade or service
marks; name identification; and other relevant factors.  The Company
anticipates that the results of operations of a specific business venture may
not necessarily be indicative of the potential for future earnings, which may
be impacted by a change in marketing strategies, business expansion, modifying
product emphasis, changing or substantially augmenting management, and other
factors.

The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation.  The Company will not restrict its
search to any specific business, industry, or geographical location and the
Company may participate in a business venture of virtually any kind or nature.
This discussion of the proposed business is purposefully general and is not
meant to be restrictive of the Company's virtually unlimited discretion to
search for and enter into potential business opportunities.  Management
anticipates that it may be able to participate in only one potential business
venture because the Company has nominal assets and limited financial resources.
See "Financial Statements."  This lack of diversification should be considered
a substantial risk to shareholders of the Company because it will not permit
the Company to offset potential losses from one venture against gains from
another.

The Company may seek a business opportunity with entities that have recently
commenced operations, or that wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,
to develop a new product or service, or for other corporate purposes.  We may
acquire assets and establish wholly owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.

We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky.  Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.

Such perceived benefits may include facilitating or improving the terms on
which additional equity financing may be sought, providing liquidity for
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all
shareholders and other factors.  Potentially, available business
opportunities may occur in many different industries and at various stages
of development, all of which will make the task of comparative investigation
and analysis of such business opportunities extremely difficult and complex.

                                       5

<PAGE>


We have, and will continue to have, no capital with which to provide the
owners of business opportunities with any significant cash or other assets.
However, management believes we will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time required to
conduct an initial public offering.  The owners of the business opportunities
will, however, incur significant legal and accounting costs in connection
with acquisition of a business opportunity, including the costs of preparing
Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and documents.
The 1934 Act specifically requires that any merger or acquisition candidate
comply with all applicable reporting requirements, which include providing
audited financial statements to be included within the numerous filings
relevant to complying with the 1934 Act.


Acquisition of Opportunities

In implementing a structure for a particular business acquisition, we may
become a party to a merger, consolidation, reorganization, joint venture,
or licensing agreement with another corporation or entity.  It may also
acquire stock or assets of an existing business.  On the consummation of a
transaction, it is probable that the present management and shareholders of
the Company will no longer be in control of the Company.  In addition, our
directors may, as part of the terms of the acquisition transaction, resign
and be replaced by new directors without a vote of the Company's
shareholders.

It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws.  In some circumstances, however, as a
negotiated element of its transaction, we may agree to register all or a part
of such securities immediately after the transaction is consummated or at
specified times thereafter.  If such registration occurs, of which there can
be no assurance, it will be undertaken by the surviving entity after the
Company has successfully consummated a merger or acquisition and the Company
is no longer considered a "shell" company.  Until a merger or acquisition is
consummated, the Company will not attempt to register any additional
securities.  The issuance of substantial additional securities and their
potential sale into any trading market which may develop in the Company's
securities may have a depressive effect on the value of the Company's
securities in the future, if such a market develops, of which there is no
assurance.

As part of the Company's "due diligence" investigation, the officer and
director of the Company will meet personally with management and key
personnel, may visit and inspect material facilities, obtain independent
analysis of verification of certain information provided, check references
of management and key personnel, and take other reasonable investigative
measures to the extent of the Company's limited financial resources and
management expertise.  The manner in which the Company participates in an
opportunity will depend on the nature of the opportunity, the respective

                                       6

<PAGE>



needs and desires of the Company and other parties, the management of the
opportunity and the relative negotiation strength of the Company and such
other management.

With respect to any merger or acquisition, negotiations with target
company management is expected to focus on the percentage of the Company
which the target company shareholders would acquire in exchange for all of
their shareholdings in the target company.  Depending upon, among other
things, the target company's assets and liabilities, the Company's
shareholders will in all likelihood hold a substantially lesser percentage
ownership interest in the Company following any merger or acquisition.
The percentage ownership may be subject to significant reduction in the
event the Company acquires a target company with substantial assets.  Any
merger or acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the
Company's then shareholders.

We will participate in a business opportunity only after the negotiation
and execution of appropriate written agreements.  Although the terms of such
agreements cannot be predicted, generally such agreements will require some
specific representations and warranties by all of the parties, will specify
certain events of default, will detail the terms of closing and the conditions
that must be satisfied by each of the parties prior to and after such closing,
will outline the manner of bearing costs, including costs associated with the
Company's attorneys and accountants, will set forth remedies on default and
will include miscellaneous other terms.

As stated previously, we will not acquire or merge with any entity that
cannot provide independent audited financial statements within a reasonable
period of time after closing of the proposed transaction.  The Company is
subject to the reporting requirements of the 1934 Act.  Included in these
requirements is the affirmative duty of the Company to file independent
audited financial statements as part of its Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as the Company's audited financial statements included
in its annual report on Form 10-K (or 10-KSB, as applicable).  If such
audited financial statements are not available at closing, or within time
parameters necessary to insure the Company's compliance with the requirements
of the 1934 Act, or if the audited financial statements provided do not
conform to the representations made by the candidate to be acquired in the
closing documents, the closing documents will provide that the proposed
transaction will be voidable at the discretion of the present management of
the Company.  If such transaction is voided, the agreement will also contain
a provision providing for the acquisition entity to reimburse the Company for
all costs associated with the proposed transaction.



                                       7

<PAGE>



Competition

The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities.  There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company.  In view of the Company's combined extremely limited financial
resources and limited management availability, the Company will continue to
be at a significant competitive disadvantage compared to the Company's
competitors.


Employees
---------

The Company currently has one (1) employee, who also serves as Chief Executive
Officer, and Chief Financial Officer of the Company.

(i) The Company's performance is substantially dependent on the performance
of its President, Rick Jesky.  In particular, the Company's success
depend on their ability to build the business for the Company.

(ii) The Company does not carry key person life insurance on any of its
personnel. The loss of the services of any of its executive officers or other
key employees could have a material adverse effect on the business, results of
operations and financial condition of the Company.  The Company's future
success also depends on its ability to retain and attract highly qualified
technical and managerial personnel.

(iii)  There can be no assurance that the Company will be able to retain its
key managerial and technical personnel or that it will be able to attract and
retain additional highly qualified technical and managerial personnel in the
future.   The inability to attract and retain the technical and managerial
personnel necessary to support the growth of the Company's business, due to,
among other things, a large increase in the wages demanded by such personnel,
could have a material adverse effect upon the Company's business, results of
operations and financial condition.


                                       8

<PAGE>



RISK FACTORS

The Company's business is subject to numerous risk factors, including,
but not limited to, the following:

a)  LIMITED OPERATING HISTORY AND DEVELOPMENT PERIOD MAKES POTENTIAL
    DIFFICULT TO ASSESS.
    ----------------------------------------------------------------

The Company has had no operating history nor any revenues or earnings from
operations.  The Company has no assets or financial resources.  Pinoak, Inc.
will, in all likelihood, continue to sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination.  This may result in the Company incurring a net operating loss
which will increase continuously until the Company can consummate a business
combination with a target company.  There is no assurance that the Company
can identify such a target company and consummate such a business
combination.


b) THE COMPANY IS DEPENDENT ON ONE KEY OFFICER TO DEVELOP AND IMPLEMENT ITS
   BUSINESS PLAN.
   ------------------------------------------------------------------------

Because management consists of only one person, while seeking a business
combination, Mr. Rick Jesky, the president of the Company, will be
the only person responsible in implementing the business plan of the Company.
The Company does not benefit from multiple judgments that a greater number of
directors or officers would provide, and the Company will rely completely on
the judgment of its one officer and director when selecting a target company.
Mr. Jesky anticipates devoting only a limited amount of time per month to
the business of the Company and does not anticipate commencing any services
until this registration statement has been cleared by the Commission.  Mr.
Jesky has not entered into a written employment agreement with the Company
and he is not expected to do so.  The Company has not obtained key man life
insurance on Mr. Jesky.  The loss of the services of Mr. Jesky would
adversely affect development of the Company's business and its likelihood of
continuing operations.


c)  THE NATURE OF THE COMPANY'S OPERATIONS IS HIGHLY SPECULATIVE.
    ------------------------------------------------------------

The success of the Company's proposed plan of operation will depend to a
great extent on the operations, financial condition and management of the
identified target company. While business combinations with entities having
established operating histories are preferred, there can be no assurance that
the Company will be successful in locating candidates meeting such criteria.
The decision to enter into a business combination will likely be made without
detailed feasibility studies, independent analysis, market surveys or similar
information which, if the Company had more funds available to it, would be

                                       9

<PAGE>



desirable.  In the event the Company completes a business combination, the
success of the Company's operations will be dependent upon management of the
target company and numerous other factors beyond the Company's control.
There is no assurance that the Company can identify a target company and
consummate a business combination.

d)  CONFLICTS OF INTEREST EXISTS BETWEEN THE COMPANY'S SOLE OFFICER AND
    HIS OTHER BUSINESS INTERESTS.
    -------------------------------------------------------------------

Certain conflicts of interest exist between the Company and Rick
Jesky, the Company's sole officer and director.  Mr. Jesky has other
business interests to which he currently devotes attention, and is expected
to continue to do so.  As a result, conflicts of interest may arise that can
be resolved only through his exercise of judgment in a manner which is
consistent with fiduciary duties to the Company.  Mr. Jesky may in the
future participate in business ventures which could be deemed to compete
directly with the Company.  Additional conflicts of interest and non-arms
length transactions may also arise in the future in the event the Company's
current and future officers or directors are is involved in the management of
any company with which the Company transacts business.  Management has
adopted a policy that the Company will not seek a merger with, or acquisition
of, any entity in which management serve as officers, directors or partners,
or in which they or their family members own or hold any ownership interest.
The Company has established no other binding guidelines or procedures for
resolving potential conflicts of interest.  Failure by management to resolve
conflicts of interest in favor of the Company could result in liability of
management to the Company.  See Item 7, " Certain Relationships and Related
Transactions - - Conflicts of Interest."


e)   LOW-PRICED STOCKS MAY AFFECT THE RESELL THE COMPANY'S SHARES.
     -------------------------------------------------------------

The Commission has adopted a number of rules to regulate "penny stocks."
Such rules include Rule 3a51-1 and Rules 15g-1 through 15g-9 under the
Securities Exchange Act of 1934, as amended.  Because the securities of the
Company may constitute "penny stocks" within the meaning of the rules (as any
equity security that has a market price of less than $5.00 per share or with
an exercise price of less than $5.00 per share, largely traded in the NASD's
OTC Bulletin Board or the "Pink Sheets"), the rules would apply to the
Company and to its securities.

The Commission has adopted Rule 15g-9 which established sales practice
requirements for certain low price securities.  Unless the transaction is
exempt, it shall be unlawful for a broker or dealer to sell a penny stock to,
or to effect the purchase of a penny stock by, any person unless prior to the
transaction: (i) the broker or dealer has approved the person's account for
transactions in penny stock pursuant to this rule and (ii) the broker or
dealer has received from the person a written agreement to the transaction
setting forth the identity and quantity of the penny stock to be purchased.

                                       10

<PAGE>

In order to approve a person's account for transactions in penny stock, the
broker or dealer must: (a) obtain from the person information concerning the
person's financial situation, investment experience, and investment
objectives; (b) reasonably determine that transactions in penny stock are
suitable for that person, and that the person has sufficient knowledge and
experience in financial matters that the person reasonably may be expected
to be capable of evaluating the risks of transactions in penny stock; (c)
deliver to the person a written statement setting forth the basis on which
the broker or dealer made the determination (i) stating in a highlighted
format that it is unlawful for the broker or dealer to affect a transaction
in penny stock unless the broker or dealer has received, prior to the
transaction, a written agreement to the transaction from the person; and (ii)
stating in a highlighted format immediately preceding the customer signature
line that (iii) the broker or dealer is required to provide the person with
the written statement; and (iv) the person should not sign and return the
written statement to the broker or dealer if it does not accurately reflect
the person's financial situation, investment experience, and investment
objectives; and (d) receive from the person a manually signed and dated copy
of the written statement.  It is also required that disclosure be made as to
the risks of investing in penny stock and the commissions payable to the
broker-dealer, as well as current price quotations and the remedies and
rights available in cases of fraud in penny stock transactions.  Statements,
on a monthly basis, must be sent to the investor listing recent prices for
the Penny Stock and information on the limited market.

f)  THERE IS A RISK THAT MERGER OR ACQUISITION OPPORTUNITIES DO NOT EXIST
    AT THIS TIME BASED ON LACK OF MARKET RESEARCH.
   ------------------------------------------------------------------------

The Company has neither conducted, nor have others made available to it,
results of market research indicating that market demand exists for the
transactions contemplated by the Company.  Even in the event a business
opportunity is identified for a merger or acquisition contemplated by the
Company, there is no assurance the Company will be successful in completing
any such business combination.

g)  THERE IS A RISK, THE COMPANY WILL NOT BE ABLE TO IDENTIFY ANY SUITABLE
    BUSINESS COMBINATIONS.
    ----------------------------------------------------------------------

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 which may be desirable target candidates for the
Company.  Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company
and, consequently, the Company will be at a competitive disadvantage in
identifying possible business opportunities and successfully completing a
business combination.  Moreover, PINOAK, Inc. will also compete in seeking
merger or acquisition candidates with other public "blank check" companies,
some of which may also have funds available for use by an acquisition
candidate.

                                       11

<PAGE>


h)  REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE AN ACQUISITION.
    ------------------------------------------------------------

The Exchange Act specifically requires that any merger or acquisition
candidates comply with all applicable reporting requirements, which include
providing audited financial statements to be included in the reporting
filings made under the Exchange Act.  Thus, in the event the Company
successfully completes the acquisition of or merger with an operating
business entity, that business entity must provide audited financial
statements for at least two most recent fiscal years or, in the event the
business entity has been in business for less than two years, audited
financial statements will be required from the period of inception.  The time
and additional costs that may be incurred by some target entities to prepare
such statements may significantly delay or essentially preclude consummation
of an otherwise desirable acquisition by the Company.  Merger or acquisition
candidates that do not have, or are unable to provide reasonable assurances
that they will be able to obtain the required audited financial statements
would not considered by the Company to be appropriate for merger or
acquisition so long as the reporting requirements of the Exchange Act are
applicable.  The Company will not acquire or merge with any entity which
cannot provide audited financial statements at or within a required period of
time after closing of the proposed transaction.

i)  UPON A BUSINESS COMBINATION, IT IS MOST LIKELY THE COMPANY'S MANAGEMENT
    WILL LEAVE THE COMPANY, AND THE NEW MANAGEMENT MAY LACK THE EXPERIENCE
    TO SUCCESSFULLY RUN THE BUSINESS.
    -----------------------------------------------------------------------

In conjunction with completion of a business acquisition, it is anticipated
that PINOAK, Inc. will issue an amount of the Company's authorized but unissued
common stock that represents the greater majority of the voting power and
equity of the Company, which will, in all likelihood, result in shareholders
of a target company obtaining a controlling interest in the Company.  As a
condition of the business combination agreement, the current shareholder of
the Company may agree to sell or transfer all or a portion of the Company's
common stock it owns so to provide the target company with all or majority
control.  The resulting change in control of the Company will likely result
in removal of the present officer and director of the Company and a
corresponding reduction in or elimination of his participation in the future
affairs of the Company.



                                       12

<PAGE>



j)  NO MARKET EXISTS FOR THE COMPANY'S STOCK WHICH MAKES IT DIFFICULT TO
    FIND A BUYER FOR THE COMPANY'S STOCK.
    --------------------------------------------------------------------

There is currently no established public trading market for PINOAK, Inc.
securities.  A trading market in the Company's securities may never develop
or, if developed, it may not be able to be sustained.  If for any reason
PINOAK's common stock is not listed on the OTC Bulletin Board or a public
trading market does not otherwise develop, purchasers of the shares may have
difficulty selling their common stock should they desire to do so.  Various
factors, such as the Company's operating results, changes in laws, rules or
regulations, general market fluctuations, and other factors may have a
significant impact on the market price of PINOAK's securities.

k)  ADDITIONAL RISKS - DOING BUSINESS IN A FOREIGN COUNTRY.
    -------------------------------------------------------

The Company may effectuate a business combination with a merger target whose
business operations or even headquarters, place of formation or primary place
of business are located outside the United States.  In such event, the
Company may face significant additional risks associated with doing business
in that country. In addition to the language barriers, different
presentations of financial information, different business practices, and
other cultural differences and barriers that may make it difficult to
evaluate such a merger target, ongoing business risks result from the
international political situation, uncertain legal systems and applications
of law, prejudice against foreigners, corrupt practices, uncertain economic
policies and potential political and economic instability that may be
exacerbated in various foreign countries.

l)  THERE MAY BE TAX CONSEQUENCES WHICH MAY ADVERSELY EFFECT THE COMPANY
    OR INVESTMENT IN THE COMPANY.
----------------------------------------------------------------------------

Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination that the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions.  The Company intends to structure any business combination so as
to minimize the federal and state tax consequences to both the Company and
the target entity; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization
or that the parties will 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, which may have an adverse
effect on both parties to the transaction.


                                   13

<PAGE>



ITEM 2.  DESCRIPTION OF PROPERTY.

A.  Description of Property

The Company has no properties and at this time has no agreements to acquire
any properties.  The Company currently maintains its offices at 10801 E.
Grove Street, Mesa, AZ  85208 at no cost to the Company.  Mr. Rick
Jesky is the sole shareholder of the Company, and he has agreed to continue
this arrangement until the Company completes a business combination.

B.  Investment Policies

The Company does not currently own and the Company has not made any
investments in real estate, including real estate mortgages, and the
Company does not intend to make such investments in the near future.


ITEM 3.  LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.


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

No matters were submitted to a vote of security holders during the fiscal
year ended December 31, 2003.


                                   14
<PAGE>




                                PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

There is currently no public market for Pinaok's securities.  The Company does
not intend to trade its securities in the secondary market until completion of
a business combination or acquisition.  It is anticipated that following such
occurrence the Company will request that its common stock to be quoted on the
NASD OTC Bulletin Board.

The Company's sole stockholder has agreed that he will not sell or otherwise
transfer his shares of common stock except in connection with or following
completion of a merger or acquisition.

There is currently one stockholder of Pinoak's outstanding common stock.

During the past years, the Registrant issued securities which were not
registered as follows:

<TABLE>
<CAPTION>

                                  Number of
Date          Name                  Shares               Consideration
-----------------------------------------------------------------------
<S>           <C>                 <C>                     <C>
12/07/2001    Rick Jesky(1)       2,000,000                $4,820

</TABLE>

(1) Mr. Jesky is the Company's sole director, controlling stockholder and
president.

(a) There is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the
Company's common stock.

(b)  There is currently no common stock of the Company which could be sold
under Rule 144 under the Securities Act of 1933 as amended or that the
registrant has agreed to register for sale by security holders.

(c)  The Company did not repurchase any of its shares during the fourth
quarter of the fiscal year covered by this report.

(ii) Holders
------------

There is one stockholder of record of common stock as of December 31,
2003.

                                  15

<PAGE>



(iii) Dividends
---------------

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.  No dividends have been paid on Pinoak's common stock,
and management does not anticipate paying any dividends on the Company's common
stock in the foreseeable future.

(iv)  Liquidity and Capital Resources
-------------------------------------

The following sets forth information relating to all previous sales of
the Company's common stock, which sales were not registered under the
Securities Act of 1933.

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.

The Company has never utilized an underwriter for an offering of the
Company's securities, and there were no underwriting discounts or commissions
involved.  Other than the securities described above, the Company has not
issued or sold any securities.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

((a) Results of Operations
--------------------------

As a developmental stage Company, the Company had no revenues for calendar
year ending 2003.  The Company does not expect to generate any revenues over
the next approximately to twelve (12) months.  During calendar year, 2003,
the Company experienced net losses $(876).  These expenses, $876 were for
general and administrative costs.  Since the Company's inception on December
31, 1998 through December 31, 2003 it has lost $(4,167).  The Company does not
have any material commitments for capital expenditures.













                                   16

<PAGE>


(b) Plan of Operation
---------------------

The management of Pinoak is currently seeking to engage in a merger with or
acquisition of an unidentified foreign or domestic company which desires to
become a reporting ("public") company whose securities are qualified for
trading in the United States secondary market.  Pinoak meets the definition of
a "blank check" company contained in Section (7)(b)(3) of the Securities Act
of 1933, as amended.  Pinoak has been in the developmental stage since
inception and have no operations to date.  Other than issuing shares to the
Registrant's sole stockholder, the Registrant has not commenced any
operational activities.

Pinoak will not acquire or merge with any entity which cannot provide audited
financial statements at or within a reasonable period of time after closing
of the proposed transaction.  Pinoak is subject to all the reporting
requirements included in the Exchange Act.  Included in these requirements is
Pinoak's duty to file audited financial statements as part of Pinok's Form 8-K
to be filed with the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as Pinoak's audited financial statements
included in the annual report on Form 10-KSB.  If such audited financial
statements are not available at closing, or within time parameters necessary
to insure the Registrant's compliance with the requirements of the Exchange Act,
or if the audited financial statements provided do not conform to the
representations made by the target business, the closing documents may provide
that the proposed transaction will be voidable at the discretion of the
Company's present management.

The management of Pinoak will not restrict its search for any specific kind of
businesses, but may acquire a business which is in its preliminary or
development stage, which is already in operation, or in essentially any stage
of its business life.  It is impossible to predict at this time the status of
any business in which the Registrant may become engaged, in that such business
may need to seek additional capital, may desire to have its shares publicly
traded, or may seek other perceived advantages which the Registrant may offer.

A business combination with a target business will normally involve the
transfer to the target business of the majority of the Company's common stock,
and the substitution by the target business of its own management and board of
directors.

Pinoak has, and will continue to have, no capital with which to provide the
owners of business opportunities with any cash or other assets.  The
Company's sole officer and director has not conducted market research and is
not aware of statistical data to support the perceived benefits of a merger or
acquisition transaction for the owners of a business opportunity.

The Pinoak audit reflects the fact that the Company has no current source of
income.  Further, that without realization of additional capital, it would be
unlikely for the Company to continue as a going concern.

                                   17




<PAGE>

The Registrant's sole Officer and Director has agreed that he will advance any
additional funds which the Company needs for operating capital and for costs
in connection with searching for or completing an acquisition or merger.  Such
advances have historically been converted to equity.  There is no minimum or
maximum amount the Officer and Director will advance to us.  Pinoak will not
borrow any funds for the purpose of repaying advances made by such Officer and
Director, and Pinoak will not borrow any funds to make any payments to
promoters, management or their affiliates or associates.

                                      18
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.



                                 PINOAK, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEET
                                     AS OF
                               DECEMBER 31, 2003

                                      AND

                           STATEMENTS OF OPERATIONS,
                     CHANGES IN STOCKHOLDERS' EQUITY, AND
                                  CASH FLOWS
                              FOR THE YEAR ENDED
                               DECEMBER 31, 2003
                                      AND
                                FOR THE PERIOD
                         DECEMBER 31, 1998 (INCEPTION)
                             TO DECEMBER 31, 2003

                                    19

<PAGE>


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

<TABLE>
<CAPTION>

                                                                       PAGE
                                                                       ----

<S>                                                                    <C>
Independent Auditors' Report                                           F-1
Balance Sheet                                                          F-2
Statement of Operations                                                F-3
Statement of Changes in Stockholders' Equity                           F-4
Statement of Cash Flows                                                F-5
Footnotes                                                              F-6-11
</TABLE>

                                    20

<PAGE>


Beckstead and Watts, LLP
----------------------------
Certified Public Accountants
                                                        3340 Wynn Road, Suite B
                                                            Las Vegas, NV 89102
                                                                   702.257.1984
                                                             702.362.0540 (fax)

                         INDEPENDENT AUDITORS' REPORT

Board of Directors
Pinoak, Inc.
Las Vegas, Nevada

We  have  audited  the  Balance  Sheets  of Pinoak, Inc. (the "Company"), as of
December  31,  2003, and the related Statements  of  Operations,  Stockholders'
Equity, and Cash  Flows  for  the  year  then  ended,  and  for the period from
December 31, 1998 (inception) to December 31, 2003.  These financial statements
are the responsibility of the Company's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards
in  the  United  States  of  America.  Those standards require that we plan and
perform the audit to obtain reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes  examining, on
a test basis, evidence supporting the amounts and disclosures in the  financial
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.   We  believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present  fairly,  in
all  material  respects,  the financial position of Pinoak, Inc. as of December
31, 2003, and the results of  its  operations  and cash flows for the year then
ended, and for the period from December 31, 1998  (inception)  to  December 31,
2003, 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  has  not  commenced
planned principal operations.   This raises substantial doubt about its ability
to continue as a going concern.   Management's plans 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.


March 28, 2004

                                    F-1

<PAGE>

                                 PINOAK, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                BALANCE SHEETS

<TABLE>
<CAPTION>

BALANCE SHEETS

                                                             December 31,
                                                        2003            2002
                                                    -------------   -----------
<S>                                                 <C>             <C>

ASSETS
Current assets:
   Cash and equivalents                             $         653   $       779
   Funds held in escrow                                         -        59,983
                                                    -------------   -----------
     Total current assets                                     653        60,762
                                                    -------------   -----------
                                                    $         653   $    60,762
                                                    =============   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

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

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          (4,167)       (3,291)
                                                    -------------   ------------
                                                              653         1,529
                                                    -------------   ------------

                                                    $         653   $    60,762
                                                    =============   ============

</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

                                           December 31,        (Inception) to
                                     -----------------------    December 31,
                                        2003         2002           2003
                                     ----------   ----------   --------------
<S>                                  <C>          <C>          <C>
Revenue                              $            $            $           -
                                     ----------   ----------   --------------

Expenses:
 General and administrative
  expenses                                  876          484            4,167
                                     ----------   ----------   --------------

   Total expenses                           876          484            4,167
                                     ----------   ----------   --------------

Net (loss)                           $     (876)  $    (484)   $      (4,167)
                                     ===========  ===========  ==============

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

Net (loss)
  For the year ended
  December 31, 2003                                        (876)          (876)
                     ---------  ------  ----------  -----------  -------------
Balance, Dec 31,2003 2,000,000  $2,000  $    2,820  $    (4,167) $         653
                     =========  ======  ==========  ===========  =============
</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

                                           December 31,        (Inception) to
                                     -----------------------    December 31,
                                        2003         2002           2003
                                     ----------   ----------   --------------
<S>                                     <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                              $    (876) $    (484)   $       (4,167)
                                        ---------- ---------  -----------------
Net cash (used) by operating activities      (876)      (484)           (4,167)
                                        ---------- ---------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuances of common stock                      -         -              4,820
  (Increase) in funds held in escrow             -   (59,984)           (59,934)
  Decrease in funds held in escrow          59,934         -             59,934
  Increase in subscriptions payable              -    59,233             59,184
  Decrease in subscriptions payable        (59,233)        -            (59,934)
                                        ---------- ---------  ------------------
Net cash provided (used) by
  financing activities                         750      (750)             4,070
                                        ---------- ---------  ------------------

Net increase (decrease) in cash               (126)   (1,234)               653
Cash - beginning                               779     2,013                  -
                                        ---------- ---------  -----------------
Cash - ending                           $      653 $     779  $             653
                                        ========== =========  =================


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, 2003.

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, 2003.

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, 2003.  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 $4,167 for the period from
December 31, 1998 (inception) to  December  31,  2003,  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 - 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 5 - 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
4).

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 6 - WARRANTS AND OPTIONS

As  of  December 31, 2003, 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.

There were no changes in or disagreements with accountants on accounting and
financial disclosure for the period covered by this report.


ITEM 8A. CONTROLS AND PROCEDURES

Pinoak is a development stage company with no revenues and it is the
Registrant's sole officer and director who has responsibility for Pinoak's
internal controls and procedures over the Company's financial reporting.

Pinoak has implemented and maintains disclosure controls and procedures which
consist of: the control environment, risk assessment, control activities,
information and communication and monitoring.  Pinoak's scope of internal
control therefore extends to policies, plans procedures, processes, systems,
activities, initiatives, and endeavors required of a company with limited
transactions, revenues, expenses, and operations.  These controls and
procedures are designed to ensure that the information required to be disclosed
in the Registrant's Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules.

There have been no significant changes (including corrective actions with
regard to significant deficiencies or material weaknesses) in the Registrant's
internal controls or in other factors that could significantly affect the
controls subsequent to the date of the evaluation referenced below.

Within 90 days prior to the date of this report, Pinoak carried out an
evaluation, under the supervision of its sole officer and director, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures.  Based on the foregoing, Pinoak's sole officer and director
concluded that, given the Company's limited operations, the Company's
disclosure controls and procedures were effective.




                                       21
<PAGE>


                                    PART III

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

A.  Directors, Executive Officers and Significant Employees

The names, ages and positions of the Company's directors and executive officers
are as follows:

<TABLE>
<CAPTION>

Name                  Age                Position                 Appointed
------------          ---      ------------------------------     ------------
<S>                   <C>      <C>                                <C>
Rick Jesky            54       President, CEO, CFO,               Dec 31, 1998
                               Corporate Secretary
</TABLE>

B.  Work Experience

Rick Jesky, Director, President, CEO/CFO, Secretary
---------------------------------------------------

Mr. Jesky has served as the Company's director, president, and secretary
since inception, and will serve on the board until the next annual
shareholders' meeting of the Company or until a successor is elected.  There
are no agreements or understandings for the officer and director to resign
at the request of another person, and the above-named officer and director is
not acting on behalf of, nor will act at the direction of, any other person.
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

                                       22

<PAGE>

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 2003 he worked as a Deputy U.S. Marshall for the U.S.
Department of Justice.

Mr. Jesky has not involved in any legal proceedings as described in Item 401
of Regulation S-B.


C.   Involvement on Certain Material Legal Proceedings During the Last Five
     Years

(1)  No director, officer, significant employee or consultant has been
     convicted in a criminal proceeding, exclusive of traffic violations
     or is subject to any pending criminal proceeding.

(2)  No bankruptcy petitions have been filed by or against any business or
     property of any director, officer, significant employee or consultant
     of the Company nor has any bankruptcy petition been filed against a
     partnership or business association where these persons were general
     partners or executive officers.

(3)  No director, officer, significant employee or consultant has been
     permanently or temporarily enjoined, barred, suspended or otherwise
     limited from involvement in any type of business, securities or
     banking activities.

(4)  No director, officer or significant employee has been convicted of
     violating a federal or state securities or commodities law.







                                       23
<PAGE>


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Registrant's
directors and executive officers, and persons who beneficially own more than
ten percent of a registered class of the Registrant's equity securities
(referred to as "reporting persons"), to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
common stock and other PINOAK, Inc. equity securities.  Reporting persons are
required by Commission regulations to furnish us with copies of all Section
16(a) forms they file.


Audit Committee and Financial Expert
------------------------------------

PINOAK does not have an Audit Committee, Rick Jesky, the Company's sole
director, performs some of the same functions of an Audit Committee, such as:
recommending a firm of independent certified public accountants to audit the
annual financial statements; reviewing the independent auditors independence,
the financial statements and their audit report; and reviewing management's
administration of the system of internal accounting controls.  The Company does
not currently have a written audit committee charter or similar document.

Pinoak has no financial expert.  Management believes the cost related to
retaining a financial expert at this time is prohibitive.  Further, because
of the Company's start-up operations, management believes the services of a
financial expert are not warranted.


Code of Ethics
--------------

A code of ethics relates to written standards that are reasonably designed to
deter wrongdoing and to promote:

1.  Honest and ethical conduct, including the ethical handling of actual or
    apparent conflicts of interest between personal and professional
    relationships;

2.  Full, fair, accurate, timely and understandable disclosure in reports and
    documents that are filed with, or submitted to, the Commission and in other
    public communications made by an issuer;

3.  Compliance with applicable governmental laws, rules and regulations;

4.  The prompt internal reporting of violations of the code to an appropriate
    person or persons identified in the code; and

5.  Accountability for adherence to the code.

PINOAK has not adopted a corporate code of ethics that applies to its principal
executive officer, principal financial officer, principal accounting officer
or controller, or persons performing similar functions in that the Company's
sole officer and director serves in all the above capacities.

                                   24
<PAGE>

The decision to not adopt such a code of ethics results from the Registrant
having only one officer and director operating as the sole management for the
Company.  Management believes that as a result of the limited interaction
which occurs having a sole officer/director for the Company eliminates the
current need for such a code, in that violations of such a code would be
reported to the party generating the violation.

Nominating Committee
--------------------

The Registrant does not have a Nominating Committee or Nominating Committee
Charter. Rick Jesky, the Company's sole director, performs some of the
functions associated with a Nominating Committee.  Management has elected not
to have a Nominating Committee in that the Company is a development stage
company with limited operations and resources.


ITEM 10.  EXECUTIVE COMPENSATION.

As a result of the Company's current limited available cash, no officer
or director received compensation during the fiscal year ended December 31,
2003.  No officer or director received stock options or other non-cash
compensation during the fiscal year ended December 31, 2003.

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLES
                         ------------------------------------------------------
                                        Annual Compensation
                         ------------------------------------------------------
     Name and                                          Other Annual
Principal Position  Year    Salary ($)     Bonus ($)   Compensation ($)
-------------------------------------------------------------------------------
<S>                <C>      <C>            <C>           <C>
Rick Jesky         2003     -0-            -0-           -0-
     Director,      2002     -0-            -0-           -0-
     CEO/CFO,       2001     -0-            -0-           -0-
     Secretary
-------------------------------------------------------------------------------
</TABLE>

                                   25

<PAGE>



Long Term Compensation Table
<TABLE>
<CAPTION>
                       --------------------------------------------------------
                                        Long Term Compensation
                       --------------------------------------------------------
                                    Awards             Payouts
                       --------------------------------------------------------
                        Restricted  Stock Securities      LTIP      All Other
Name and Principal      Award(s)($) Underlying Options/   Payouts   Compensation
     Position     Year              SARs(#)               ($)       ($)
-------------------------------------------------------------------------------
<S>                <C>     <C>           <C>                <C>      <C>
Rick Jesky         2003    -0-           -0-                -0-       -0-
    Director       2002    -0-           -0-                -0-       -0-
    CEO/CFO,       2001    -0-           -0-                -0-       -0-
    Secretary
-------------------------------------------------------------------------------
</TABLE>

The Company currently does not have employment agreements with its
executive officer.  The executive officer will not draw any salary from
the Company, and the Company - in order to prudently manage its limited
financial resources - does not plan on compensating its executive officers
for their present services rendered to the Company for the foreseeable
future while Pinoak is in its early stages.  Mr. Jesky is currently
involved in the hands-on management of a mortgage business, from which
he derives his income.


                                   26

<PAGE>



ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

A.  Security Ownership

The following table sets forth certain information concerning the beneficial
ownership of the Registrant's outstanding common stock as of December 31, 2003,
by each person known by Pinoak, Inc. to own beneficially more than 5% of the
outstanding common stock, by each of director and officer and by all of
the Registrant's directors and officers as a group.  Unless otherwise indicated
below, to management's knowledge all persons listed below have sole voting and
investment power with respect to their shares of common stock except to
the extent that authority is shared by spouses under applicable law.

<TABLE>
<CAPTION>

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

Common Stock       All Executive Officers   2,000,000           100%
                   and Directors as a Group (1 person)
----------------------------------------------------------------------------
(1)  Rick Jesky, 10801 E. Grove Street, Mesa, Arizona, 85208.

</TABLE>

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.

B.  Persons Sharing Ownership of Control of Shares

     Rick Jesky owns the power to vote ten percent (10%) or more
     of the Company's securities.

C.  Non-voting Securities and Principal Holders Thereof

    The Company has not issued any non-voting securities.

D.  Options, Warrants and Rights

    There are no options, warrants or rights to purchase securities of the
    Company.

E.  Parents of the Issuer

    Under the definition of parent, as including any person or business
    entity who controls substantially all (more than 80%) of the issuers of
    common stock, the Company has no parents.

                                   27

<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On February 26, 2003 (inception), the Company issued 360,000 restricted
shares of its common stock to Mr. Jesky in exchange for $360 in cash which
paid for the State incorporation fees.  Rick Jesky, the sole officer
and director of the Company, is the sole shareholder of PINOAK, Inc.

The Company currently uses space provided by Mr. Rick Jesky, for
which the Company pays no rent, and for which Mr. Jesky has agreed to
continue this arrangement until the Company completes a business combination.


Conflicts of Interest

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, LLP 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.
Other than described above, there have been no transactions that are
required to be disclosed pursuant to Item 404 of Regulation S-B.


                                    28
<PAGE>



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  EXHIBITS.

      31.1      Certification of Principal Executive Officer and Chief
                Financial Officer to Section 302 of the Sarbanes-Oxley Act
                of  2002, promulgated under the Securities Exchange Act of
                1934, as amended.

      32.1      Certification of Chief Executive Officer and Chief Financial
                Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  REPORTS ON FORM 8-K

The Company has not filed any Current Reports during the calendar year ending
December 31, 2003.

                                       29
<PAGE>


Item 14. Principal Accountant Fees and Services

AUDIT FEES

The aggregate fees billed by the Company's auditors for professional services
rendered in connection with the audit of the Company's annual consolidated
financial statements for fiscal 2003 and 2002 and reviews of the consolidated
financial statements included in the Company's Forms 10-KSB for fiscal 2003 and
2002 were approximately $1,000 and $1,000, respectively.

AUDIT-RELATED FEES

The Company's auditors did not bill any additional fees for assurance and
related services that are reasonably related to the performance of the audit or
review of the Company's financial statements and are not reported under "Audit
Fees" above.

TAX FEES

The aggregate fees billed by the Company's auditors for professional services
for tax compliance, tax advice, and tax planning were $0 and $0 for fiscal 2003
and 2002, respectively.

ALL OTHER FEES

The aggregate fees billed by the Company's auditors for all other non-audit
services rendered to  the Company, such as attending meetings and other
miscellaneous financial consulting, in fiscal 2003 and 2002 were $0 and $0,
respectively.


                                      30

<PAGE>


                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended, the registrant caused this report to be signed on its behalf by
the undersigned and duly authorized on March 29, 2004.


                                                      PINOAK, Inc.
                                           -----------------------------
                                                    (Registrant)


                                           By:  /s/ Rick Jesky
                                           ---------------------------
                                                    Rick Jesky
                                                    Chairman of the Board
                                                    President
                                                    Chief Executive Officer
                                                    Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


Date:  March 29, 2004             By:  /s/ Rick Jesky
                                  --------------------------------
                                           Rick Jesky
                                           President, CEO and CFO
                                           Director and Corporate Secretary


                                     31

<PAGE>