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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 22, 1997
(Date of earliest event reported)
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GREEN OASIS ENVIRONMENTAL, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 33-68304 57-0970282
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) file number) Identification No.)
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184 EAST BAY STREET, SUITE 302
CHARLESTON, SOUTH CAROLINA 29401
(Address of principal executive office)
(803) 722-5771
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On May 22, 1997, the Registrant issued a press release
confirming the expiration of an Order by the Securities and Exchange Commission
(the "Commission") temporarily suspending trading and announcing its retention
of independent outside counsel to investigate the concerns noted by the
Commission in ordering the temporary trading suspension. A copy of the press
release is attached as Exhibit 5.1 hereto.
On June 6, 1997 the Registrant sent a letter to its
shareholders, a copy of which is attached hereto as Exhibit 5.2.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 Press Release by Green Oasis Environmental,
Inc., dated May 22, 1997.
Exhibit 99.2 Letter from William D. Carraway, President
and Chief Executive Officer, Green Oasis
Environmental, Inc., to shareholders.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: June 9, 1997
GREEN OASIS ENVIRONMENTAL, INC.
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(Registrant)
By: /s/ William D. Carraway
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William D. Carraway
President and Chief Executive Officer
(authorized to sign on behalf of Registrant)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
- ------- ----------- ------
<S> <C> <C>
99.1 Press Release dated May 22, 1997 4
99.2 Letter to shareholders dated June 5, 1997 5
</TABLE>
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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Green Oasis Announces End of Trading
Suspension and Hiring of Independent Counsel
May 22, 1997, Charleston, SC - Green Oasis Environmental, Inc. (OTCBB
- - "GRNO") confirmed today that the temporary suspension of over-the-counter
trading of its securities, announced by the Securities and Exchange Commission
on May 9, will expire by its terms at 11:59 pm tonight, May 22, 1997. The
Company also announced that it had retained independent outside counsel to
investigate the concerns noted by the SEC in ordering the temporary trading
suspension.
The Company said that, pending completion of outside counsel's
investigation, it will not comment on the accuracy or adequacy of previously
disseminated information.
Green Oasis Environmental, Inc. manufacturers equipment that produces
diesel and heating fuels from waste motor oil.
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EXHIBIT 99.2
[LETTERHEAD] GREEN OASIS ENVIRONMENTAL, INC.
June 5, 1997
Dear Shareholder:
I write to report to you on recent developments affecting Green Oasis
Environmental, Inc.
First, as you know, on May 9, 1997, the Securities and Exchange Commission
issued an Order suspending trading in Green Oasis stock through May 22, 1997.
The Commission also advised us on that date that it had entered a formal Order
of Private Investigation with respect to the Company. While the suspension
order has expired, the Commission's investigation continues. The Company has
retained independent outside counsel to advise it in connection with the
Commission's investigation and to investigate the concerns noted by the
Commission in ordering the temporary trading suspension. Pending completion of
counsel's investigation and that of the SEC, the Company will not be in a
position to comment on the accuracy or adequacy of previously disseminated
information, nor will we be able to provide information regarding the
Commission's investigation, which remains private. The Company is, however,
fully cooperating with the Commission in its investigation.
In announcing its decision on May 9 to suspend trading in the Company's stock,
the Commission cited questions about the accuracy and adequacy of publicly
disseminated information concerning the Company. At that time, the Commission
cautioned brokers and dealers not to enter quotations with respect to Green
Oasis stock upon expiration of the trading suspension except in compliance with
SEC Rule 15c2-11. As a general proposition, that rule makes it unlawful for a
broker or dealer to publish or submit a quotation for a security unless the
broker or dealer has certain information regarding the issuer and has a
reasonable basis for believing that the information is reliable and materially
accurate. In addition, rules of the National Association of Securities Dealers
("NASD") require that brokers or dealers submit for NASD review and approval
the information that purports to satisfy the broker's or dealer's obligations
under Rule 15c2-11.
In view of these SEC and NASD rules, it is unlikely that brokers or dealers
(including former market makers in Green Oasis stock) will be willing to enter
quotations for such stock in the near future. Indeed, no assurance can be
given that brokers or dealers will again enter quotations for the Company's
stock. Accordingly, while the trading suspension has expired, as a practical
matter there is no orderly trading market for the Company's stock, nor can we
predict when there will be such a market.
While we continue to evaluate our ability to restore an orderly trading market
for the Company's stock, we want to assure you that, with or without such a
market, we will make every effort to realize for our shareholders the full
value of the Company's technology. We hope to have more to report to you
regarding those efforts in the days and weeks to come.
These are obviously challenging times for the Company. We appreciate your
continued support and pledge to you that we will confront the challenges facing
us aggressively, with the best interests of our shareholders as our number one
priority.
Sincerely,
/s/ William D. Carraway
William D. Carraway
President and Chief Executive Officer
NASDAQ/GRNO
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