8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 17, 2006

BASELINE OIL & GAS CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada	333-116890	30-0226902
State of	Commission	IRS Employer
Incorporation	File Number	I.D. Number

20022 Creek Farm, San Antonio, Texas 78259
Address of principal executive offices

Registrant’s telephone number: (210) 418-5177

College Oak Investments, Inc.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

          Effective as of January 17, 2006, our Board of Directors appointed Richard d’Abo, age 49, as a member of the Board of Directors. He is presently a transaction partner at The Yucaipa Companies, a leading private equity firm. From 1995 through 2003, Mr. d'Abo was a private investor, and served as a consultant to numerous companies both public and private regarding acquisitions and related financings. From 1988 to 1994, Mr. d'Abo was a partner at The Yucaipa Companies and was instrumental in the creation of financing structures for seven acquisitions totaling approximately $1.0 billion.

          In April of 2005, Mr. d’Abo purchased one of our convertible promissory notes in the principal face amount of $180,000. This note accrues interest at 10% per annum, matures on April 7, 2006 and is convertible into an aggregate of up to 936,000 shares of our common stock. On April 29, 2005, we issued to Mr. d’Abo, a stock option, exercisable for up to 250,000 shares of our common stock, at an exercise price of $.05 per share. Such stock option is fully vested and expires on April 28, 2010.

          On December 27, 2005, our Board of Directors appointed Richard M. Cohen, age 54, to serve as our Chief Financial Officer. Since 2003, Mr. Cohen has served as a director of Dune Energy, Inc., a publicly traded E&P company, for which he served as Chief Financial Officer from November 2003 to April 2005. Since 1996, he has been the President of Richard M. Cohen Consultants, a financial services consulting company that accepts engagements from public and private companies to assist with their corporate governance and corporate finance needs. During 1999 Mr. Cohen served as the President of National Auto Credit, a publicly traded sub-prime auto finance company. From 1992 to 1995 Mr. Cohen was the President of General Media, then an international diversified publishing and communications company. Mr. Cohen is a Certified Public Accountant (New York State). He received a BS from The University of Pennsylvania (Wharton) and an MBA from Stanford University.

          On December 27, 2005, we issued to Mr. Cohen a stock option, exercisable for up to 175,000 shares of our common stock, at an exercise price of $0.94 per share. Such stock option is fully vested and expires on December 26, 2010.

Item 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

          On January 17, 2006, we changed our name from College Oak Investments, Inc. to Baseline Oil & Gas Corp., by filing our amended and restated Articles of Incorporation with the Secretary of State of Nevada. Except for the change in our name, our amended and restated Articles did not alter any other provision of our Articles of Incorporation. Our Board of Directors and shareholders approved our name change. Our shareholders may continue to make sales or transfers using stock certificates which have our old name imprinted on them.

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          In addition, we have been advised by the NASD that, as of January 19, 2006, the trading symbol for our common stock on the OTC Bulletin Board will be changed from “COKV” to “BOGA”.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

Exhibit 3.1 Registrant’s Amended and Restated Articles of Incorporation.

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SIGNATURES

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

Dated: January 18, 2006

BASELINE OIL & GAS CORP.
By:	/s/ Carey G. Birmingham
	Carey G. Birmingham, President

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Exhibit Index

Exhibit 3.1 Registrant’s Amended and Restated Articles of Incorporation.

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EX-3.1

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                          COLLEGE OAK INVESTMENTS, INC.

                                   * * * * * *

      I, Carey G. Birmingham, President of College Oak Investments, Inc., a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Nevada, do hereby certify that the Articles of
Incorporation of College Oak investments, Inc., originally filed with the
Secretary of State of the State of Nevada on February 3, 2004, has been amended,
and restated as amended, and such restatement has been approved in accordance
with the provisions of Sections 78.390 and 78.403 of the General Corporation Law
of the State of Nevada, and the following correctly sets forth the text of the
Articles of Incorporation of College Oak Investments, Inc. as amended to the
date hereof:

                                   ARTICLE I.

     The name of the corporation (hereinafter called the "Corporation") is:

                            Baseline Oil & Gas Corp.

                                   ARTICLE II.

      The nature of the business of the Corporation and the objects or the
purposes to be transacted, promoted, or carried on by it are as follows:

      To engage in any lawful activity for which Corporations may be
incorporated under the Nevada General Corporation Law.

                                  ARTICLE III.

      The total number of shares of stock that the Corporation shall have
authority to issue is 150,000,000, consisting of 140,000,000 shares of common
stock, par value $.001 per share ("Common Stock") and 10,000,000 shares of
preferred stock, par value $.001 per share ("Preferred Stock").

      Shares of Preferred Stock of the Corporation may be issued from time to
time in one or more series, each of which shall have such distinctive
designation or title as shall be determined by the Board of Directors of the
Corporation ("Board of Directors") prior to the issuance of any shares thereof.
Preferred Stock shall have voting powers, full or limited, or no voting powers,
and such preferences and relative, participating, optional or other special
rights and such qualifications, limitations or restrictions thereof, as shall be
stated in such resolution or resolutions providing for the issue of such class
or series of Preferred Stock as may be adopted from time to time by the Board of
Directors prior to the issuance of any shares thereof. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the voting power of all the then outstanding shares of
the capital stock of the corporation entitled to vote generally in the election
of the directors (the "Voting Stock"), voting together as a single class,
without a separate vote of the holders of the Preferred Stock, or any series
thereof, unless a vote of any such holders is required pursuant to any Preferred
Stock Designation.



                                   ARTICLE IV.

      No fully paid shares of any class of stock of the Corporation shall be
subject to any further call or assessment in any manner or for any cause. The
good faith determination of the Board of Directors of the Corporation shall be
final as to the value received in consideration of the issuance of fully paid
shares.

                                   ARTICLE V.

      The Corporation shall have perpetual existence.

                                   ARTICLE VI.

      The holders of a majority of the outstanding shares of stock which have
voting power shall constitute a quorum at a meeting of stockholders for the
transaction of any business unless the action to be taken at the meeting shall
require a greater proportion.

      In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to fix the amount to be reserved
as working capital over and above its paid-in capital stock, and to authorize
and cause to be executed, mortgages and liens upon the real and personal
property of the Corporation.

                                  ARTICLE VII.

      The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by the Nevada General Corporation
Law, as the same may be amended and supplemented.

                                  ARTICLE VIII.

      The Corporation shall, to the fullest extent permitted by the Nevada
General Corporation Law, as the same may be amended and supplemented, indemnify
any and all persons whom it shall have power to indemnify under said Law from
and against any and all of the expenses, liabilities, or other matters referred
to in or covered by said Law, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person which has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.

                                   ARTILCE IX.

      The Corporation reserves the right to amend, alter, change, or repeal any
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.



                                   ARTICLE X.

      Shareholders of the Corporation shall not have cumulative voting rights or
preemptive rights.

                                     * * * *

      The foregoing amendment and restatement of the Corporation's Articles of
Incorporation has been approved by written consent of shareholders holding
12,581,500 (or 62.1%) of the 20,270,000 shares of the Corporation's Common Stock
outstanding as of December 13, 2005.

      IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Articles of Incorporation to be signed by its duly authorized officer this 4th
day of January 2006.

                                              COLLEGE OAK INVESTMENTS, INC.


                                              By: /s/ Carey G. Birmingham
                                                  ------------------------------
                                                  Carey G. Birmingham, President