-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HAOPG3P5fXGEeSR/M7VD9uf5+JWNnpptC7g6BV6rbD9R9gNcgK8Gv9pYhAQkxYjH TdwKjePXwyb1cNzL1hkHBA== 0001269678-09-000002.txt : 20090113 0001269678-09-000002.hdr.sgml : 20090113 20090113172957 ACCESSION NUMBER: 0001269678-09-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081231 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090113 DATE AS OF CHANGE: 20090113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Oasis Online Technologies Corp CENTRAL INDEX KEY: 0000703339 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 411430130 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17064 FILM NUMBER: 09524779 BUSINESS ADDRESS: STREET 1: 4710 EAST FALCON DR. STREET 2: SUITE 213 CITY: MESA STATE: AZ ZIP: 85215 BUSINESS PHONE: 480-634-5840 MAIL ADDRESS: STREET 1: 4710 EAST FALCON DR. STREET 2: SUITE 213 CITY: MESA STATE: AZ ZIP: 85215 FORMER COMPANY: FORMER CONFORMED NAME: IMPLANT TECHNOLOGIES INC DATE OF NAME CHANGE: 19920703 8-K 1 oasis8k123108.htm Oasis Online Technologies Corp - Form 8-K

UNITED STATES
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): December 31, 2008


OASIS ONLINE TECHNOLOGIES CORP

(Exact name of registrant as specified in its charter)


Minnesota
 
000-17064
 
41-1430130
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

4710 E. Falcon Drive, Suite 213
Mesa, AZ 85215
(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code: (480) 634-5840

________________________________________________________
(Former name or former address, if changed since last report.)

Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725

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 1.01 Entry Into A Material Definitive Agreement

On December 31, 2008, Oasis Online Technologies Corp (the "Company") closed on the remainder of the second tranche and half of the third tranche of its previously announced capital financing of up to $1,200,000. The total amount subscribed for in this closing was $200,000 consisting of a promissory note payable to the Company in twelve monthly installments starting on February 1, 2009. Along with the promissory note, the investor executed a pledge agreement pledging the purchased shares as collateral for the promissory note. Other than the pledge agreement the promissory note is a non-recourse note. The participant in this closing entered into a subscription agreement to purchase an aggregate of 1,333,334 shares of the Company's common stock for $0.15 per share on the closing date.

The Company intends to use the funds raised from the financing for general working capital purposes, including possibly funding research and development efforts and pursuing joint ventures or some form of collaboration with other entities who have interest in our products, technology, product marketing or for any other venture that the Company's management deems appropriate and in the best interest of the shareholders.

The form of the Subscription Agreement, promissory note and pledge agreement were filed as Exhibits 10.1 and 10.2 to a previously filed Report on Form 8-K on November 14, 2008 and is hereby incorporated by reference into this Item 1.01.

ITEM 3.02 Unregistered Sale of Equity Securities.

The Company has authorized its transfer agent to issue an aggregate of one million three hundred thirty three thousand three hundred thirty four (1,333,334) shares of its common stock as of December 31, 2008 to those investors who entered into a Subscription Agreement with the Company in connection with this round of financing which closed on December 31, 2008.

The investor in this closing represented that they were an "accredited investor," as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and the sale of the Shares was made in reliance on exemptions provided by Regulation D and Section 4(2) of the Securities Act.

The Company did not use any form of advertising or general solicitation in connection with the sale of the shares of its common stock. The shares will be non-transferable in the absence of an effective registration statement under the Securities Act, or an available exemption therefrom, and all certificates will be imprinted with a restrictive legend to that effect.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number  
Description
 
99.1 Press Release, dated January 12, 2009, announcing the Company's closing on an additional $200,000 fundraising.  


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 hereunto duly authorized.


  Oasis Online Technologies Corp
   
January 12, 2009          /s/ Erik J. Cooper                  
         Erik J. Cooper
       Chief Executive Officer








EX-99.1 2 oasis8k123108ex991.htm PRESS RELEASE Oasis Online Technologies Corp - Exhibit 99.1
EXHIBIT 99.1


Oasis Online Technologies Corp Secures Additional $200,000 of its $1.2 Million Capital Fundraising

Mesa, AZ -(BUSINESS WIRE)--Oasis Online Technologies Corp (OTCBB: OOLN) announced today it has closed on the second round of its previously announced fundraising plan and has secured an additional subscription of $200,000. To date, the company has closed on $452,000 or 37% of its total planned financing of $1.2 million dollars. The new investor entered into a subscription agreement to purchase 1,333,334 newly issued shares of the Company's common stock at a price of .15 cents per share.

Similar to previous subscriptions, the purchaser will make payments according to an agreed funding schedule that is to begin February 1, 2009 and continue for a period of 12 months. The Company is currently negotiating additional subscriptions and anticipates completing its planned raise of $1.2 million dollars in the near future.

John Venette, CFO of Oasis, stated "This additional funding will allow us to commence operations in one of our planned subsidiaries and begin securing customers." The Company plans to market and distribute the Card of America and AllowCard suite of prepaid debit cards pursuant to a previously announced agreement with SVC Cards, Inc. The Company is also currently developing unique smart-card applications based on the PocketServer™ software platform.

More information about Oasis Online Technologies Corp's financing plan and business plan can be found in the Company's most recent SEC filings, as well as on the Company website at www.oasisotc.com.

ABOUT OASIS ONLINE TECHNOLOGIES CORP:

Oasis Online Technologies Corp continues to be focused on the acquisition and development of core technologies and products that are easily adapted to multiple market segments requiring secure mobile storage of information and data that is convenient, portable, and can be used online or offline. The Company's planned feature-rich products will be designed and marketed to protect against or prevent fraud and identity theft while making transactions easier and faster. The company is currently researching technologies which apply to credit card transactions, online shopping, smart-chip enabled card applications, and ACH and EFT transactions.

Forward Looking Statements Disclaimer:

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including those regarding Oasis Online Technologies' expectations, intentions, strategies and beliefs pertaining to future events or future financial performance. All statements contained herein are based upon information available to Oasis Online Technologies, Inc. management as of the date hereof, and actual results may vary based upon future events, both within and without Oasis management's control. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. These statements are only predictions. Actual events or results may differ materially from those in the forward-looking statements as a result of various important factors, including those described in the Company's most recent filings with the






SEC. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such statements should not be regarded as a representation by the Company, or any other person, that such forward-looking statements will be achieved. The business and operations of the Company are subject to substantial risks which increase the uncertainty inherent in forward-looking statements. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on such forward-looking statements.


Contact:


Oasis Online Technologies Corp.
Erik J. Cooper
(480) 634-5840
investorrelations@oasisotc.com






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