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ETLB.OB > SEC Filings for ETLB.OB > Form 8-K/A on 18-Apr-2006All Recent SEC Filings

Show all filings for PINOAK INC /NV/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for PINOAK INC /NV/


18-Apr-2006

Entry into a Material Definitive Agreement, Completion of Acquisition or Dispos


Item 1.01 Termination of a Material Definitive Agreement

Pinoak, Inc. ("Pinoak" or "the Registrant") has cancelled its agreement to merge with Global H2O Resources Inc., ("Global") a British Columbia Company, located in British Columbia, Canada.

This agreement to merger with Global was contingent upon completion of audited financials conducted in accordance with the generally accepted accounting principles ("GAAP") of the United States. Global has been unable to produce audited financials.

The Registrant is subject to reporting requirements under the Exchange Act and will, therefore, be required to furnish audited financial statements for any acquisition as required by Rule 3-05(b) of Regulation S-X.



Item 2.01 Completion of Acquisition or Disposition of Assets

On April 14, 2006, Pinoak, Inc., a Nevada corporation and Eaton Laboratories, Inc., ("ETLB") a Nevada corporation entered into an Acquisition Agreement and Plan of Merger (the "Merger Agreement") whereby ETLB has acquired all the outstanding shares of common stock of Pinoak from its sole stockholder in an exchange for $4,000 cash in a transaction where ETLB is the successor corporation. The Merger was approved by the unanimous consent of the Board of Directors of Pinoak and ETLB on April 14, 2006.

Pursuant to Rule 12g-3(g) of the General Rules and Regulations of the Securities and Exchange Commission, ETLB is the successor issuer to Pinoak for reporting purposes under the Securities Exchange Act of 1934, as amended (the "Act"). The purpose of this transaction was for ETLB to succeed to the registration status of Pinoak under the Exchange Act pursuant to Rule 12g-3. PINOAK, a reporting company was not engaged in any business. Pinoak was incorporated as a "blank check" company for the purpose of becoming a fully reporting company and subsequently finding a merger candidate. ETLB, Inc. directors and officers became the directors and officers of the Surviving Corporation. The sole director and officer of Pinoak resigned. Pursuant to the Acquisition Agreement and Plan of Merger the Articles and By-laws of ETLB become the Articles and By-Laws of the Surviving Corporation.

A copy of the Merger Agreement and Certificate of Merger are filed as exhibits to this Current Report and are incorporated in its entirety herein. (See Exhibit 2.1 entitled "Acquisition Agreement and Plan of Merger.")

REGISTRANT'S BUSINESS

Pinoak, Inc. was incorporated under the laws of the State of Nevada on December 31, 1998. The Company was formed as a blank check company for the purpose of seeking to complete a merger or business acquisition transaction. The Company has been in the developmental stage since inception and has conducted virtually no business operations other than organizational activities. The Company has no full-time employees and owns no real estate or personal property.

EATON LABORATORIES BUSINESS

Eaton Laboratories, Inc. ("Eaton" or "ETLB"), was incorporated in Nevada on February 2, 2002. Eaton Laboratories, Inc. plans to develop and market generic pharmaceutical products, where the brand name equivalent patent(s) have expired. The company is a developmental stage which plans to produce generic pharmaceutical products, through contract laboratories and contract manufacturing facilities, for pharmaceutical products that have lost their innovator patent(s). The company plans to distribute its product(s) into the marketplace through drug wholesalers, chain pharmacies and State Medicaid programs.

There are few generic pharmaceutical companies who target the lower volume brand name products that have lost their patent. It is the goal of Eaton Laboratories, Inc. to identify these smaller volume products, and with little overhead, find a contract laboratory and manufacturer who can adhere to FDA guidelines to replicate these products.

Eaton has begun the process of the developing a generic pharmaceutical with one product. The formulation and manufacturing process has been developed, the Company needs to produce a full manufacturing batch and conduct patient studies before it can submitted its Abbreviated New Drug Application ("ANDA") to the Food and Drug Administration ("FDA"). Eaton needs approximately 6 months to complete this full scale manufacturing batch, by utilizing the services of a contract manufactures followed by comparative human testing. Once this data has been tabulated, the Company will submit a ANDA to the FDA. FDA approval . . .



Item 5.01 Changes in Control of Registrant

On April 14, 2006, Rick Jesky resigned as the sole officer and director of the Registrant and ETLB's directors, T. J. Jesky, (Rick Jesky's brother) became the sole director/officer of the Registrant.

(a) Pursuant to Rule 12g-3(g) of the General Rules and Regulations of the Securities and Exchange Commission, ETLB is the successor issuer to Pinoak for reporting purposes under the Securities Exchange Act of 1934, as amended (the "Act"). The purpose of this transaction was for ETLB to succeed to the registration status of PINOAK under the Exchange Act pursuant to Rule 12g-3. Pinoak, a reporting company was not engaged in any business. It was incorporated for the purpose of becoming a fully reporting company and subsequently finding a merger candidate. ETLB, Inc. directors and officers became the directors and officers of the Surviving Corporation. The sole director and officer of Pinoak resigned. Pursuant to the Acquisition Agreement and Plan of Merger the Articles and By-laws of Eaton Laboratories, Inc. become the Articles and By-Laws of the Surviving Corporation.

(b) The following table sets forth information concerning stock ownership as of April 14, 2006 for (i) each director, (ii) each executive officer, (iii) the directors and officers of the Company as a group, (iv) and each person known by the Company to own beneficially more than five percent (5%) of the Common Stock of the Company. Unless otherwise indicated, the owners have sole voting and investment power with respect to their respective shares.

                                                     Amount
Title     Name and Address                           of shares      Percent
of        of Beneficial                              held by          of
Class     Owner of Shares         Position           Owner          Class(1)
----------------------------------------------------------------------------
Common     T. J. Jesky (2)        Pres./Director     5,500,000       50.5%
Common     Mark DeStefano (3)     Shareholder        5,000,000       45.9%
---------------------------------------------------------------------------
All Executive Officers, Directors
as a Group  (1 person  )                            10,500,000       95.9%


(1) The percentages listed in the Percent of Class column are based upon 10,873,750 issued and outstanding shares of Common Stock. (2) T. J. Jesky, 500 N. Rainbow, Suite 300, Las Vegas, NV 89107. (3) Mark DeStefano, Founder, 500 N. Rainbow, Suite 300, Las Vegas, NV 89107.



Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On April 14, 2006, Pinoak accepted the resignations of Rick Jesky as Officer and Director and T. J. Jesky, (the brother of Rick Jesky) became the President and Director of the director of the Registrant.

Pursuant to the merger, the Officers and Directors of ETLB, the successor corporation, will remain the same. (See Exhibit 2.1 "Merger Agreement".)



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective as of April 14, 2006, the Registrant's Board of Directors will file Article of Merger, with the Nevada Secretary of State, between Pinoak, and Eaton Laboratories, Inc., whereby Eaton Laboratories will become the surviving the entity. (See Exhibit A, of Merger Agreement filed as an exhibit to this Current Report on Form 8-K.)



Item 5.06. Change in Shell Company Status

Reference is made to the disclosure set forth under Item 2.01 and Item 5.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.



Item 8.01 Other Events

Based on the acquisition of Eaton Laboratories, Inc., the Registrant has moved its headquarters from 10801 E. Grove Street, Mesa, AZ 85208 to 500 N. Rainbow, Suite 300, Las Vegas, NV 89107, effective April 14, 2006.



Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements of business acquired.

The required financial statements of ETLB for the periods specified in Rule 3- 05(b) of Regulation S-X are included herein. This Current Report provides hereto as Exhibit 99.2 the audited consolidated financial statements of ETLB for the period from February 2, 2000 (inception) to December 31, 2006.

Exhibit 99.4 provides the audited consolidated financial statements of Pinoak, Inc. for the period from December 31, 1998 (inception) to December 31, 2006.

(b) Pro Forma Financial Information.

The required Pro Forma financial statements of ETLB for are included herein. This Current Report provides exhibit 99.3 and the unaudited pro forma consolidated financial information of the Pinoak and Eaton Laboratories, Inc.

(c)      Exhibits:

         2.1*     Acquisition Agreement and Plan of Merger, by and between
                  Pinoak and Eaton Laboratories, Inc. dated December 28, 2005.

        99.2*     Audited Financials for Eaton Laboratories, Inc. through
                  December 31, 2005.

        99.3*     Unaudited Pro Forma Consolidated Financial Information of
                  Pinoak, Inc. and Eaton Laboratories, Inc.

        99.4*     Audited Financials for Pinoak, Inc., through December 31,
                  2005.
---------------------

*This filing.

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