UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarter ended March 31, 1996
Commission file No. 33-68304
Green Oasis Environmental, Inc.
(Exact name of small business issuer as specified in its charter.)
Florida 57-0970282
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
184 East Bay Street
Suite 302
Charleston, South Carolina 29401
(Address of principal executive offices (Zip Code)
Issuer's telephone number, including area code (803) 722-5771
Check whether the issuer(1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 12 months, and (2) has been subject
to such filing requirements for the past 90 days.
YES [ X ] NO [ ]
State the number of shares outstanding of each of the
issuer's classes of Common Equity, as of the latest practical
date.
Class of Common Stock Outstanding at March 31, 1996
--------------------- -----------------------------
$.01 Par Value 5,193,773 Shares
<PAGE>
GREEN OASIS ENVIRONMENTAL, INC.
Index
Part I. Financial Information
Item 1.
Financial Statements (Unaudited) Page Number
Condensed Balance Sheets
March 31, 1996, and
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . 3
Condensed Statements of Operations
Three months ended March 31,
1996 and 1995, and
September 24, 1991 (Inception),
through March 31, 1996. . . . . . . . . . . . . . . . . . . . 4
Condensed Statements of Cash Flows
Three months ended March 31, 1996
and 1995, and September 24,
1991 (Inception), through
March 31, 1996. . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Condensed Financial Statements . . . . . . . . . . .6-10
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations. . . . . . . . . . . . . . . . . . . . . 11-13
Part II. Other Information
Item 3. Preferred Stock Dividends in Arrears. . . . . . . . . .14
Item 6. Exhibits. . . . . . . . . . . . . . . . . . . . . . . .15
Exhibit 11 - Computation of Earnings Per Share. . . . . . . . .16
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
<TABLE>
GREEN OASIS ENVIRONMENTAL, INC.
(A Development Stage Enterprise)
CONDENSED BALANCE SHEETS
(UNAUDITED)
<CAPTION>
March 31, December 31,
1996 1995
---------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 24,000 $ 5,000
Prepaid expenses 72,000 -
---------- ----------
Total current assets 96,000 5,000
PROPERTY AND EQUIPMENT, NET OF
ACCUMULATED DEPRECIATION 56,000 56,000
OTHER ASSETS
Loans - related parties 141,000 141,000
Patent costs 48,000 47,000
---------- ----------
TOTAL ASSETS $ 341,000 $ 249,000
========== ==========
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Note payable $ 520,000 $ 520,000
Accounts payable 1,455,000 1,444,000
Accrued interest 115,000 102,000
Accrued payroll taxes 71,000 71,000
Deposits received for equipment sales 80,000 80,000
Due to stockholders 57,000 57,000
Due to related parties 2,000 2,000
Deposits received for distribution
expense 118,000 118,000
---------- ----------
Total current liabilities 2,418,000 2,394,000
---------- ----------
CONVERTIBLE LONG-TERM DEBT 2,000 2,000
---------- ----------
COMMITMENTS AND CONTINGENT
LIABILITIES (Note D) - -
---------- ----------
REDEEMABLE, CONVERTIBLE PREFERRED
STOCK 42,000 42,000
---------- ----------
STOCKHOLDERS' EQUITY (DEFICIENCY)
Series A preferred stock 6,000 6,000
Common stock, $.01 par value;
20,000,000 shares authorized, 5,193,773
(1996) and 5,166,773 (1995) issued and
outstanding 52,000 52,000
Additional paid-in capital 3,202,000 3,120,000
Deficit accumulated during the
development stage (5,351,000) (5,257,000)
Note receivable - related parties (Note B) (30,000) (110,000)
---------- ----------
Total stockholders' equity (deficiency) (2,121,000) (2,189,000)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY) $ 341,000 $ 249,000
========== ==========
<FN>
See Notes to Condensed Financial Statements.
3
</TABLE>
<PAGE>
<TABLE>
GREEN OASIS ENVIRONMENTAL, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Three Months Ended Period From
March 31, September 24,
------------------- 1991
(Inception),
Through
1996 1995 March 31,1996
---------- ---------- --------------
<S> <C> <C> <C>
REVENUES
Sales revenues $ - $ - $ 2,075,000
Interest and other income - - 18,000
---------- ---------- -------------
Total revenues - - 2,093,000
---------- ---------- -------------
COSTS AND EXPENSES
Research and development 5,000 317,000 4,526,000
General and administrative 74,000 96,000 1,705,000
Salaries and benefits - 52,000 807,000
Operations and marketing - - 458,000
Interest expense and loan costs 15,000 22,000 311,000
---------- ---------- -------------
Total expenses 94,000 487,000 7,807,000
---------- ---------- -------------
LOSS BEFORE INCOME TAXES (BENEFIT)
AND EXTRAORDINARY GAIN (94,000) (487,000) (5,714,000)
INCOME TAXES (BENEFIT) - - -
EXTRAORDINARY GAIN
Extinguishment of debt - - 379,000
---------- ---------- -------------
NET LOSS $ (94,000) $ (487,000) $ (5,335,000)
========== ========== =============
NET LOSS PER COMMON SHARE
Loss before extraordinary gain $ (0.02) $ (0.10) $ (1.48)
Extraordinary gain - - 0.10
---------- ---------- -------------
NET LOSS PER COMMON SHARE $ (0.02) $ (0.10) $ (1.38)
========== ========== =============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 5,172,784 5,103,118 3,979,910
========== ========== =============
<FN>
See Notes to Condensed Financial Statements.
4
</TABLE>
<PAGE>
<TABLE>
GREEN OASIS ENVIRONMENTAL, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Period From
September 24,
Three Months Ended 1991
March 31, (Inception),
---------------------- Through
1996 1995 March 31, 1996
--------- ----------- --------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash used in operating
activities $ (59,000) $ (129,000) $ (3,328,000)
--------- ---------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment - - (183,000)
Proceeds of sale of property and
equipment - - 62,000
Loans to related parties - (56,000) (336,000)
Collection of loans to related
parties - 109,000 235,000
Patent costs (1,000) (3,000) (48,000)
Deposits paid (1,000) - (1,000)
Loans granted to distributors - - (7,000)
Initial payments received for
distribution rights - - 198,000
--------- ---------- -------------
Net cash provided by (used in)
investing activities (2,000) 50,000 (80,000)
--------- ---------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of convertible debt
securities - - 565,000
Proceeds of common stock issues 80,000 19,000 956,000
Proceeds of preferred stock issues - - 1,024,000
Proceeds of loans from stockholders - 75,000 561,000
Proceeds of notes - - 520,000
Proceeds of Series A notes - - 105,000
Increase in bank overdraft - 15,000 -
Payments of convertible debt
securities - (5,000) -
Issue costs - - (21,000)
Purchase of treasury stock - - (24,000)
Payments of loans from stockholders - (25,000) (95,000)
Payments of notes and debentures - - (155,000)
Payments of capital leases - - (4,000)
--------- ---------- -------------
Net cash provided by financing
activities 80,000 79,000 3,432,000
--------- ---------- -------------
Cash and cash equivalents
Net increase (decrease) during
the period 19,000 - 24,000
Balance at beginning of period 5,000 - -
--------- ---------- -------------
Balance at end of period $ 24,000 $ - $ 24,000
========= ========== =============
SUPPLEMENTAL DISCLOSURES OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Common stock issued for services rendered,
preferred stock conversion,
debt conversion, and loan costs $ 81,000 $ 38,000 $ 2,350,000
========= ========== =============
Common stock issued for exercise of stock
option offset by receivable from
stockholder $ - $ - $ 500,000
========= ========== =============
Capital lease obligation incurred to
purchase equipment $ - $ - $ 12,000
========= ========== =============
Deposit converted to preferred
stock $ - $ - $ 80,000
========= ========== =============
Debt issued for equipment and services and
loans collected or exchanged
for services $ - $ - $ 56,000
========= ========== =============
Provision for repurchase of stock from
stockholders who accepted
rescission offer $ - $ - $ 57,000
========= ========== =============
Accrued salaries applied to related
party note $ - $ 50,000 $ -
========= ========== =============
No interest nor income taxes were paid in any period.
See Notes to Condensed Financial Statements.
5
</TABLE>
<PAGE>
<TABLE>
GREEN OASIS ENVIRONMENTAL, INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS
A. BASIS OF PRESENTATION
The balance sheet as of March 31, 1996, the statements of
operations for the three months ended March 31, 1996 and 1995, and
September 24, 1991 (inception), to March 31, 1996, and the
statements of cash flows for the three months ended March 31, 1996
and 1995, and September 24, 1991 (inception), to March 31, 1996,
have been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted as allowed by
the rules and regulations of the Securities and Exchange
Commission. In the preparation of the above described financial
statements, all adjustments of a normal and recurring nature have
been made. The Company believes that the accompanying unaudited
financial statements contain all adjustments necessary to present
fairly the results of operations and cash flows for the interim
periods presented. Further, management believes that the
disclosures are adequate to make the information presented not
misleading. It is suggested that the financial statements be read
in conjunction with the annual financial statements and notes
thereto. The results of operations for the three months ended
March 31, 1996, are not necessarily indicative of the results to
be expected for the year.
B. RELATED PARTY TRANSACTIONS
At December 31, 1995, a balance of $110,000 remained from a note
receivable for the purchase of 1,000,000 shares of common stock due
from the Chief Executive Officer for the exercise of a stock option
granted in 1993. Payments in cash of $80,000 reduced the balance
to $30,000 as of March 31, 1996.
C. UNCERTAINTY - GOING CONCERN
The Company's continued existence is dependent upon its ability to
obtain financing to allow further development of its products to
meet design specifications and regulatory requirements as well as
to continue production. Without fully operational products and the
financing necessary, there is substantial doubt about the Company's
ability to continue as a going concern. In addition, there are
uncertainties related to the outcome of matters in litigation that
cannot presently be determined.
Management continues to seek additional sources of financing from
private sources. Discussions with investment firms are currently
being held to privately place the Company's securities. There can
be no assurance, however, that the negotiations will be successful.
<PAGE>
GREEN OASIS ENVIRONMENTAL, INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
D. COMMITMENTS AND CONTINGENT LIABILITIES
At the end of March 1995, the Company ceased its research and
development activities and dismissed its production employees due
to the lack of money to continue its operations. The plant has
been closed since that time.
The Company is subject to a number of lawsuits and claims arising
out of the ordinary conduct of its business, including those
related to commercial transactions. Various suppliers have
obtained judgments against the Company for amounts owed to them for
products and services sold to the Company; the Company has recorded
as liabilities the amounts that it believes are due at settlement
of these obligations but has not yet paid such obligations.
On November 21, 1994, the Company extended a rescission offer which
expired on December 22, 1994, to all of its stockholders because
some of its securities were sold in violation of securities laws.
The rescission offer gave all stockholders the right to revoke and
rescind all purchases of the Company's stock and agreed to pay 12%
interest from the date of purchase by the stockholder to the date
of repurchase by the Company. Stockholders owning 20,000 shares
of common stock and 7,000 shares of preferred stock accepted the
rescission offer. As of May 15, 1996, the funds to repay the
$57,000 owed plus interest have not been available. However, the
amount has been recorded as a liability by the Company. On
February 23, 1996, pursuant to an order of judgment between the
Company and one stockholder, the Company agreed to pay $5,000 plus
interest at 12% per annum from April 23, 1993, and $1,000 in
attorney's fees. In connection with the sale of unregistered
securities, the South Carolina Secretary of State and the Company
executed a consent order on July 25, 1995, in which the Company
agreed to discontinue issuing, offering, and selling securities
in South Carolina until such securities are registered and also
to make a good faith effort to honor the rescission offer made to
the South Carolina investors.
During 1994, the Company was involved in discussions with the South
Carolina Department of Health and Environmental Control (DHEC)
regarding environmental issues in order to obtain an operating
permit in the State of South Carolina for its waste oil processing
equipment. DHEC had suspended the Company's normal operation of
the equipment in November 1993 until an operating permit was
obtained. The Company completed an on-site operational test for
purposes of obtaining an operating permit and met with DHEC
officials in March 1994.
<PAGE>
GREEN OASIS ENVIRONMENTAL, INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
D. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)
On July 27, 1994, the Company and DHEC signed a consent order
imposing a civil penalty in the amount of $20,000 for operation of
the unit without the necessary permits; the Company has paid the
penalty. DHEC subsequently denied an air construction permit after
having written a draft permit, and the Company was unable to
operate its equipment. On March 23, 1995, the Company and DHEC
signed a consent order following the Company's appeal of the denial
of the permit. The consent order allows the Company to test its
waste oil conversion equipment as long as air pollutant emissions
meet DHEC's standards, and continuous monitoring requirements are
met. Other requirements regarding the operation of the equipment
as well as storage and disposal of fuel are imposed by the consent
order.
On July 19, 1995, a lawsuit was filed by LifeChoice International,
SA, a Greek company, which purchased two units of waste oil
conversion equipment manufactured by the Company. The suit alleges
breach of contract arising from the sale of the two units and asks
for unspecified damages. In addition, a related Antiguan company
filed suit on July 19, 1995, claiming that the Company defaulted
on payment of a $100,000 promissory note which the Company recognized
as sales revenue. The Company answered both complaints on
September 27, 1995. The Company has filed a counterclaim alleging
a breach of the plaintiff's agreement to purchase the European
distribution rights from the Company. Discovery has commenced by
the plaintiff companies. The Company will continue to vigorously
dispute the plaintiffs' claims and to defend its case, but the
outcome is not known at this time.
A settlement was reached in a lawsuit with a supplier who claimed
that the Company owed $123,000. A confession of judgment was
signed on October 5, 1995, in which the Company agreed to pay
$85,000 to the supplier in four equal payments beginning 90 days
from the date of execution of the judgment. Said amount has been
recorded as a liability; however, no payments have been made as of
May 15, 1996.
<PAGE>
GREEN OASIS ENVIRONMENTAL, INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
D. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)
On November 9, 1995, Environmental Oil Services, LLC, which
purchased one of the units manufactured by the Company, filed suit
in state court in Idaho, alleging breach of contract for failure
to manufacture and install equipment that conformed to the terms
and conditions of its purchase contract. The suit seeks a refund of
$525,000 paid to the Company and $1,475,000 in lost profits. On
December 14, 1995, the Company filed a notice of removal in U.S.
District Court to remove the case from the jurisdiction of the
state court to the federal court system. The case was removed to
the District Court of South Carolina in Charleston on February 1,
1996. An answer was filed on March 4, 1996, which asserted general
denials as well as other defenses including the destruction of the
equipment by the plaintiff. In addition, the Company
asserted a counterclaim against the plaintiff for
misrepresentation of facts to potential customers of the Company
which interfered with its ability to sell its equipment to these
customers. The plaintiff filed an answer to the counterclaim on
March 28, 1996. To date no discovery has taken place by either
party; however, discovery is expected to commence by both parties
shortly. The Company intends to vigorously defend itself and to
avail itself of all rights and claims under the law; however, the
outcome is not determinable at the present time.
Due to the shortage of working capital, the Company has operated
without liability insurance coverage.
In September and October 1995, five stockholders who own an
aggregate of 40,854 shares of common stock filed suits alleging
various violations of state securities and other laws, arising from
the sale of the Company's stock to the plaintiffs. The plaintiffs
seek rescission and a return of the money paid for the stock of
$71,000 with attorneys' fees and statutory interest. The opinion
of management and the Company's legal counsel is that South
Carolina securities laws prohibit these investors, who were offered
an opportunity to rescind their purchase of stock and refused the
offer, from suing to recover their investments. Because, however,
the suits involve other claims, the outcome is not determinable at
the present time.
<PAGE>
GREEN OASIS ENVIRONMENTAL, INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
D. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)
On December 4, 1995, Caribe Environmental, Inc., and Caribbean
Sales Group filed suit alleging breach of contract. The claim is
that $50,000 was paid as a deposit on equipment to be furnished by
the Company. The suit seeks the return of the $50,000 deposit
which was received in 1995. The Company filed its answer setting
forth defenses to this claim. On January 30, 1996, an order of
attachment was authorized, and the equipment has been sealed;
however, it remains at the plant site. The Company acknowledges
that the deposit should be returned and has recorded the amount as
a liability.
On December 28, 1995, Pensacola Pollution Control, Inc. filed suit
against the Company seeking return of a $25,000 deposit paid toward
the purchase of a waste oil recycling unit. Prior to answering the
complaint, the parties entered a confession of judgment for the
amount of the debt and accrued interest and attorneys' fees of 10%.
The amount is recorded as a liability.
On January 4, 1996, the Company entered into a lease agreement for
office space in Charleston, South Carolina. The lease term is for
one year through January 1997 at $1,000 per month. The Company
moved its office to the new location during January 1996.
E. SUBSEQUENT EVENTS
On April 15, 1996, the Company leased land for an assembly,
storage, and processing facility from Allied Terminals, Inc. in
Charleston, South Carolina. The lease is for an area of two acres
for ten years. The annual rent is $24,000 beginning six months
from the date of signing. Rent increases are based on the consumer
price index each year. A lease fee of $6,000 was due upon signing
the lease. No additional rents are due for the first six months.
The Company is designing a facility to be constructed at the site.
The plant was moved from Mount Pleasant, South Carolina, in April
1996.
<PAGE>
GREEN OASIS ENVIRONMENTAL, INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
E. SUBSEQUENT EVENTS (CONTINUED)
On April 23, 1996, the Company and Approved Oil Services, Inc., a
waste-oil collection company in Denver, Colorado, signed a letter
of intent for the purchase of Approved Oil by the Company. The
purchase price will be paid in cash and securities of the Company.
The parties will negotiate the purchase price after completion of
due diligence.
Suppliers who are owed $187,000 have agreed to accept the Company's
common stock in exchange for the trade payables owed to them. Five
companies signed such agreements during April 1996. The offer made
to suppliers is for restricted stock of the Company at a 15% discount
from the market price, or a maximum of $3.00 per share.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations for the Three Months Ended March 31, 1996
Green Oasis is a development stage company which was organized as
a Florida corporation on September 24, 1991. Since its inception,
Green Oasis has been engaged principally in product design,
development, testing, production and patent application activities and
in the pursuit of selling distributorships for the exclusive right to
distribute its waste oil conversion equipment, known as
EnviroEconomics Systems, in various geographical areas of the United
States and other countries. It has also begun developing markets for
the EnviroEconomics Systems and had shipped three units to customers
by the end of 1994. For the period September 24, 1991 (inception),
to March 31, 1996, Green Oasis incurred a cumulative net loss of
$5,335,000. For the three-month period ended March 31, 1996, the
Company incurred a net loss of $94,000. For the same period in 1995,
the net loss was $487,000. Green Oasis' ability to fully utilize net
operating loss carryforwards for tax purposes is subject to certain
limitations.
As discussed in Note D to the Condensed Financial Statements, the
Company had exhausted its cash by the end of March 1995, and its
production and research and development activities ceased as of then.
Thus, the research and development costs recorded by Green Oasis for
the March 31, 1996, quarter are minimal. Legal and accounting costs
as well as rent and utilities were expensed in 1996; these costs were
somewhat less than 1995 because there were no operating activities
during 1996. No salaries were paid in 1996 as compared to $52,000 in
1995. Interest expense continues to accrue during 1996; interest
expense includes service charges from suppliers, and $7,000 less in
service charges was recorded for the 1996 quarter than in the March
1995 quarter. No deposits from equipment were received in 1996.
Liquidity and Capital Resources
Green Oasis has funded its operations from inception through March
31, 1996, primarily through loans or sales of common stock and
preferred stock, in the aggregate amount of $4,219,000, and the sale
of three units of waste oil recycling equipment in the amount of
$2,075,000.
<PAGE>
Liquidity and Capital Resources (Continued)
During the three months ended March 31, 1996, Green Oasis issued
25,000 shares of common stock valued at $3.00 in exchange for
financial consulting services to be performed over the next year. The
Chief Executive Officer repaid $80,000 of a note for the exercise of
a 1993 stock option.
Green Oasis' increase in accounts payable and accrued expenses in
the amount of $24,000 since December 31, 1995, resulted from an
increase in payables for legal services and increases in accrued
interest in the three months ended March 31, 1996. Green Oasis also
issued 2,000 shares of common stock in exchange for $6,000 of trade
payables owed to a vendor.
Green Oasis is currently dependent upon the proceeds of debt and
equity financings and loans to complete market testing and to complete
the design, development, and testing of a commercial version of the
EnviroEconomics System. The proceeds must also fund Green Oasis'
working capital requirements, including the payment of officer and
other employee salaries. Additionally, the Company requires working
capital to fund the work in process inventory during the production
of units for sale to customers. As of March 31, 1996, Green Oasis had
a net working capital deficit of $2,322,000.
Commercial production of the Company's products will require
additional work to complete the integration of the thermal oxidizer
into the waste oil conversion equipment. The thermal oxidizer was
added to the original design in 1994 based on recommendations of
engineering consultants and DHEC. The thermal oxidizer's purpose is
two-fold: to contain any air emissions and to supply heat for the
thermal cracking process. The use of the thermal oxidizer is not the
only technology available to accomplish these procedures, however, and
the Company can either continue to develop the units to accommodate
the thermal oxidizer or it can use an enclosed gas flare system which
it believes will simplify the process. Due to the lack of funds after
March 31, 1995, Green Oasis has not operated a production process nor
completed any significant further development of the design of the
system since that date. Consequently, the Company has not yet
completed all research and development for its waste oil conversion
equipment, and there can be no assurance that it will be able to
obtain the financing to complete the development of such equipment.
The Company is presently defending a number of lawsuits, most of
which are from various creditors, especially suppliers, who have not
been paid for their products and services. The Company has recorded
liabilities for the amounts that it believes can settle those
judgments and obligations. Two other suits involve the customers to
whom the three units were sold. These suits are being defended
vigorously by the Company which believes that it has meritorious
defenses, and in some instances, valid counter claims. There can be
no assurances, however, as to the outcome of the lawsuits. See Note
D to the Condensed Financial Statements.
The Company and Approved Oil Services, Inc. of Denver, Colorado,
have signed a letter of intent for Green Oasis to purchase the waste-
oil collector's operations. The purchase price is being negotiated
and will be paid in cash and securities of Green Oasis.
Green Oasis has contacted a number of its creditors requesting
them to consider exchanging their debt for restricted shares of the
Company's common stock. To date $187,000 of trade payables are
expected to be converted to stock at a maximum conversion price of
$3.00.
<PAGE>
Part II. Other Information
Item 3. Preferred Stock Dividends in Arrears
Amount of dividends in
Due date of arrears at
dividends May 15, 1996
----------- ----------------------
June 30, 1993 $ 10,451
December 31, 1993 32,772
June 30, 1994 43,436
December 31, 1994 50,479
June 30, 1995 3,080
December 31, 1995 3,080
----------
$ 143,298
==========
<PAGE>
Index to Exhibits
Exhibit 11 Page
---------
<PAGE>
Item 6 Exhibits
GREEN OASIS ENVIRONMENTAL, INC.
(A Development Stage Company)
EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE
<CAPTION>
Period
From
September 24,
1991
Three Months Ended (Inception),
March 31, Through
----------------------- March 31,
1996 1995 1996
---------- ----------- ------------
<S> <C> <C> <C>
PRIMARY
Loss
Net loss before extraordinary
items $ (94,418) $ (486,793) $ (5,714,232)
Add dividends on preferred
shares - - 143,298
----------- ----------- ------------
(94,418) (486,793) (5,857,530)
Extraordinary gain - - 378,920
----------- ----------- ------------
Loss applicable to common
stock $ (94,418) $ (486,793) $ (5,478,610)
=========== =========== ============
Shares (1)
Weighted average number of
common shares outstanding 5,172,784 5,103,118 3,979,910
=========== =========== ============
LOSS PER SHARE
Net loss before extraordinary
gain $ (0.02) $ (0.10) $ (1.48)
Extraordinary gain - - 0.10
----------- ----------- ------------
Primary loss per common
share (2) $ (0.02) $ (0.10) $ (1.38)
=========== =========== ============
<FN>
(1) Weighted average number of shares is calculated under SAB rule;
therefore, any shares issued within one year prior to August
1993 are considered outstanding since inception.
(2) Stock options do not meet criteria for inclusion in primary
earnings per share. Computation of fully diluted earnings
per share is antidilutive; thus, the presentation is omitted.
</TABLE>
<PAGE>
SIGNATURE
In accordance with the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Green Oasis Environmental, Inc.
(Registrant)
Date:
-------------------- -------------------------------------
William D. Carraway
President and Chief Executive Officer
(Chief Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-START> Jan-01-1996
<PERIOD-END> Mar-31-1996
<CASH> 24
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 96
<PP&E> 76
<DEPRECIATION> (20)
<TOTAL-ASSETS> 341
<CURRENT-LIABILITIES> 2418
<BONDS> 0
<COMMON> 52
0
6
<OTHER-SE> (2179)
<TOTAL-LIABILITY-AND-EQUITY> 341
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 79
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15
<INCOME-PRETAX> (94)
<INCOME-TAX> 0
<INCOME-CONTINUING> (94)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (94)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
