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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: November 26, 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 of (Commission file number) (I.R.S. Employer Identification No.)
incorporation or organization)
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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 November 26, 1997, the Securities Division of the Office of the
Attorney General for the State of South Carolina (the "Securities Division")
entered an Administrative Consent Order with respect to William D. Carraway,
President and Chief Executive officer of the Registrant (the "Consent Order").
As reported in the Registrant's Quarterly Report on Form 10-QSB for the Quarter
ended September 30, 1997, Mr. Carraway had previously remained subject to that
certain Amended Order to Cease and Desist from Offering, Issuing or Selling
Unregistered Securities and Notice of Right to a Hearing (the "Cease and Desist
Order"), dated October 27, 1997. In the Consent Order, the Securities Division
agreed to terminate the Cease and Desist Order, and Mr. Carraway agreed to the
following:
1. In his capacity as Chairman of the Board of the
Registrant or as a director or officer of the Registrant,
Mr. Carraway will ensure that the Registrant will register
any future offerings of securities to South Carolina
residents and make offerings to non-South Carolina residents
only in states in which exemptions from registration are
available (and in accordance with such exemptions) and only
to investors who are accredited under the standards of the
offeree state (if such standards exist). Mr. Carraway must
also ensure that the Registrant or its related entities will
not offer any of their respective securities without the
unanimous written approval of the Board of Directors of
Registrant;
2. In his capacity as Chairman of the Board of the
Registrant or as a director or officer of the Registrant,
Mr. Carraway will ensure that the Registrant discloses in
any such offering that the Company's Quarterly Report on
Form 10-QSB for the Quarter Ended June 30, 1997 (the "2nd
Quarter 10-QSB") and any subsequent filings with the
Securities and Exchange Commission (the "Commission") are
available and are given to all such offerees as well as any
creditors offered securities in exchange for cancellation or
reduction of debts owed by the Registrant. Mr. Carraway also
agreed not to disclose or communicate any information
concerning the Registrant, either directly or indirectly, or
to the public or any potential investor, that is
inconsistent with the Registrant's periodic reports or other
documents filed with the Commission, any state securities
commission or credit reporting entities. Mr. Carraway also
agreed that he will provide no information to the public or
any potential investor that contains an untrue statement of
a material fact or omits to state a material fact necessary
in order to make
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a statement made, in light of the circumstances under which
it was made, not misleading;
3. In his capacity as Chairman of the Board of the
Registrant or as a director or officer of the Registrant,
Mr. Carraway will ensure that any offering of the
Registrant's securities made over the Internet is in
compliance with the Securities Division's Policy Statement
Number 96-3 regarding Internet offerings;
4. In his capacity as Chairman of the Board of the
Registrant or as a director or officer of the Registrant,
Mr. Carraway will ensure that if the Registrant sponsors a
web site on the Internet's World Wide Web (the "Registrant's
Web Site") that refers to the Registrant's securities,
funding sources, status as a publicly held company or any
aspect of investing in the Registrant, it will advise the
public and potential investors that, as with any company,
investors should not make an investment in the Registrant
without reviewing all available information, including the
2nd Quarter 10-QSB and will provide a method on such web
site for potential investors to obtain such information;
5. In his capacity as Chairman of the Board of the
Registrant or as a director or officer of the Registrant,
Mr. Carraway will ensure that the Registrant abides by all
federal and state securities laws in any securities-related
activities in which it engages in the future;
6. If Mr. Carraway is no longer Chairman of the Board
or a director or officer of the Registrant or any of its
related entities, but is an agent, advisor, partner or
shareholder of the Registrant or any of its related
entities, he will comply with the Consent Order to the
extent practicable, and, if applicable, will exercise any
and all shareholder rights he may have to demand full
compliance with the Consent Order;
7. For so long as Mr. Carraway is associated with the
Registrant or related entities, whether as a director or
officer or otherwise involved, directly or indirectly, in
the preparation or dissemination of any press release of the
Registrant, he will take personal responsibility for the
accuracy of (a) any such release issued by or on behalf of
the Company, whether through conventional media or through
the Internet and (b) any information posted on the
Registrant's Web Site, and compliance
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by the Registrant with its letter agreement dated November
10, 1997 with the Securities Division; and
8. Mr. Carraway agrees not to sell, exchange or
transfer any securities or interests of the Registrant or
any related entities that he owns or controls as of November
20, 1997 without complying in all material respect with all
applicable laws.
A copy of the Consent Order is attached as Exhibit 99.1 hereto.
On December 3, 1997, the Registrant issued a press release reporting
that pumps for the unit owned by GOE Plant Partnership I, L.P., of which the
Registrant is the General Partner, had been received and installed, thus
permitting continuous operation of the unit for converting waste oils into
diesel fuel. A copy of this press release is attached as Exhibit 99.2 hereto.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 In the Matter of: William D. Carraway,
Administrative Consent Order file Number
97062, State of South Carolina, Office of
the Attorney General, Securities Division.
Exhibit 99.2 Press Release by Green Oasis Environmental,
Inc., dated December 3, 1997.
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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: December 4, 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
Exhibit Page
Number Description Number
99.1 In the Matter of: William D. Carraway, Administrative Consent
Order File Number 97062, State of South Carolina, Office of
the Attorney General, Securities Division.
99.2 Press Release dated December 3, 1997
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