<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-KSB
X ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
---- SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year ended December 31, 1997
OR
TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to .
------ -------
Commission File Number 0-5833
OASIS OIL CORPORATION
---------------------
(Name of Small Business Issuer in its charter)
Issuer's Former Name: VIDA Medical Systems, Inc.
Nevada 94-1713830
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1800 St. James Place, Suite 101. Houston. Texas 77056
--------------------------------------------------------
(Address of principal executive offices)
Issuer's telephone number: (713) 627-8875
Securities registered under Section 12 (g) of the Exchange Act:
Title of each class Name of each exchange
------------------- on which registered
--------------------
Common Stock, $0.05 Par Value None
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes No X
----- -----
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $17,240,992
<PAGE> 2
State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was sold, or
the average bid and asked prices of such stock, as of a specified date within
the past 60 days. Unknown. The issuer's voting stock has not been actively
traded since 1975. There is presently no known value for the issuer's voting
stock.
Documents Incorporated By Reference: None
Transitional Small Business Disclosure Format (check one):
Yes No X
------ -----
<PAGE> 3
INDEX TO FORM 10-KSB
of
OASIS OIL CORPORATION
<TABLE>
<S> <C> <C>
PAGE NO.
PART I
Item 1. Description of Business 4
Item 2. Description of Property 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote
of Security Holders 6
PART II
Item 5. Market for Common Equity and Related
Stockholder Matters 6
Item 6. Management's Discussion and Analysis
or Plan of Operation 7
Item 7. Financial Statements 11
Item 8. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure 12
PART III
Item 9. Directors, Executive Officers, Promoters
And Control Persons; Compliance With
Section 16(a) of the Exchange Act 13
Item 10. Executive Compensation 15
Item 11. Security Ownership of Certain Beneficial
Owners and Management 15
Item 12. Certain Relationships and Related
Transactions 16
Item 13. Exhibits and Reports on Form 8-K 17
</TABLE>
<PAGE> 4
Forward Looking Statements
This annual report for the year ended December 31, 1997 as well as other
public documents of the Company contains forward-looking statements which
involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievement of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such statements
include, without limitation, the Company's expectations and estimates as to
future financial performance, cash flows from operations, capital expenditures
and the availability of funds from refinancings of indebtedness. Readers are
urged to consider statements which us the terms "believes", "intends",
"expect," "plans," "estimates," "anticipated," or "anticipates" to be
uncertain and forward looking. In addition to other factors that may be
discussed in the Company's filings with the Securities and Exchange
Commission, including this report, the following factors, among others, could
cause the Company's actual results to differ materially from those expressed
in any forward-looking statement made by the Company: (i) general economic and
business conditions, acts of God and natural disasters which may effect the
demand for the Company's products and services or the ability of the Company
to manufacture and/or provide such products and services; (ii) the loss,
insolvency or failure to pay its debts by a significant customer or customers;
(iii) increased competition; (iv) changes in customer preferences and the
inability of the Company to develop and introduce new products to accommodate
these changes; and (v) the maturing of debt and the ability of the Company to
raise capital to repay or refinance such debt on favorable terms.
PART 1
Item 1. Description of Business
Business
Oasis Oil Corporation (the "Company"), formerly Vida Medical Systems,
Inc., is a Nevada corporation organized in 1955. The Company was principally
engaged in the service of gathering, transporting and marketing domestic crude
oil. As a first purchaser of crude oil, the Company offered a complete
division order and royalty disbursement service to its producer accounts.
Sale of OTMC
Effective March 31, 1999, the Company sold 100% of its ownership in
OTMC, representing the discontinuation of all of its existing operations. The
Company received $350,000 in cash and a note receivable for $1,500,000. The
note receivable has no stated interest rate, is due in monthly installments of
$45,000 as defined in the agreement and the installments are payable starting
in May 1999. All amounts that remain unpaid after 24 months are due April 30,
2001.
Crude Oil Marketing
OTMC purchased crude oil at the wellhead and provided transportation to
refiners and other customers. Crude oil acquired at the well head was
transported by truck, with activity primarily concentrated on properties
located in West Texas and Eastern New Mexico. Crude oil purchased at the
<PAGE> 5
wellhead averaged approximately 7630 barrels per day. As part of its crude
oil marketing business, OTMC operated 16 tractor-trailer rigs and maintained 6
pipeline injection stations, within the states of Texas and New Mexico.
Crude oil was generally purchased at field posted prices that fluctuated
with market conditions. The crude oil was transported and either sold
outright at the field level or OTMC entered into buy-sell arrangements
(trades) in order to minimize transportation or to maximize the sales prices.
Except in certain limited situations where back-to-back fixed price trades
were in place, the contract price was also pegged to a posted price that
fluctuated with market conditions, thus reducing OTMC's loss exposure from
sudden changes in crude oil prices. A key element of OTMC's profitability was
the differential between market prices at the field level and the various
trade points. Such price differentials would vary with local supply and
demand conditions and unforeseen fluctuations in price differentials impacted
OTMC's financial results in either a favorable or a unfavorable manner. While
OTMC`s policies were designed to minimize market risk, some degree of exposure
to unforeseen fluctuations in market conditions remained.
Tractor-Trailer Transportation
OTMC transported crude oil on a contractual basis in West Texas and New
Mexico. Transportation services were provided under short-term contracts.
OTMC operated 16 tractors and 16 tank trailers and also operated a truck
terminal in Odessa, Texas. It was situated on 9 acres and included
maintenance facilities, storage facilities and an office building.
Competition
In all phases of its operations, OTMC encountered strong competition
from a number of companies, including some very large companies. Many of
these larger competitors possess and employ financial and personnel resources
substantially in excess of those which were available to OTMC. OTMC faced
competition principally in pricing and in the quality of service. OTMC
competed with integrated oil companies that in some cases own or control a
majority of their own refining and marketing facilities. These major oil
companies may offer their products to others on more favorable terms than
those which were available to OTMC. OTMC was a minor competitor in all the
businesses in which it has operations.
Major Customers
The Company had sales to three customers that represented 27%, 22% and
20% of total sales in 1997, respectively. At December 31, 1997, accounts
receivable from one of these customers totaled $1,928,279.
Employees
At December 31, 1997, the Company and OTMC employed 23 full-time
persons, 16 of whom were employed in the marketing and transportation
operations of crude oil and petroleum products, and 7 of whom were employed in
administrative capacities. There were no employees represented by any union
organization. Management believes its employee relations are satisfactory.
Currently the Company has three active employees.
<PAGE> 6
Environmental Compliance and Regulation
OTMC's tractor-trailer operations were conducted pursuant to authority
of the United States Department of Transportation and various State regulatory
authorities. OTMC's transportation operations were also conducted in
accordance with various laws relating to pollution and environmental control.
OTMC was subject to numerous federal, state and local environmental laws and
regulations, as well as associated permitting and licensing requirements.
OTMC regarded compliance with applicable environmental regulations as a
critical component of its overall operation, and devoted significant attention
to providing quality service and products to its customers, protecting the
health and safety of its employees, and protecting OTMC's facilities from
damage. Management believes OTMC had obtained or applied for all permits and
approvals required under existing environmental laws and regulations to
operate its current business. OTMC had, where appropriate, implemented
operating procedures and each of its facilities is designed to assure
compliance with environmental laws and regulations, given the nature of its
business, OTMC remained subject to environmental risks.
Item 2. Description of Property
The Company maintains its executive offices at 1800 St. James Place,
Suite 101, Houston, Texas 77056, where it leases approximately 5,100 square
feet of office space pursuant to a three year lease, which expires October,
1999, at a monthly rental of $4,561.
Beginning August 1, 1998, the Company sublet 2,157 square feet of its
office space located at 1800 St. James, Suite 101, in Houston, Texas. The
sublease calls for monthly rental payments of $1,898 plus a portion of
operating costs associated with the subleased area. The sublease's expiration
date coincides with the termination of the primary lease on October 31, 1999.
OTMC maintained its primary terminal facility where it leased 9 acres
that included a small frame office building and a metal truck maintenance
building large enough to garage and repair four tractor-trailer rigs at one
time. This facility was leased pursuant to a one year lease for $1,500 per
month, which expired June 1998, and was then operating on a month to month
basis until OTMC was sold in March 1999.
The Company believes that its facilities are adequate for its current
and reasonably foreseeable future needs, are adequately insured and are in
good operating condition.
Item 3. Legal Proceedings
In 1996, a major customer notified the Company that the Company
delivered an improper product into their pipeline that subsequently damaged
their refinery. The customer filed a lawsuit in the 347th Judicial District
Court in Nueces County, Texas asserting damages in the amount of $1,000,000.
The Company is covered by a general liability insurance policy that provides
for defense and indemnity for damages arising from negligence up to $1,000,000
per occurrence and an aggregate amount of $2,000,000. The policy is subject
to a deductible of $10,000. The Company notified the insurance company of the
event described above and paid the deductible amount. Representatives of the
<PAGE> 7
insurance company took charge of the defense of the case and in April 1999,
the case was settled for $700,000 paid by the insurance company. The
Company's total out-of-pocket cost was the $10,000 deductible.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were placed before the stockholders of the Company for
consideration.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
The Company's common stock is not currently traded on any public trading
market. Therefore, the number of holders of record is unknown.
Dividends
The Company has not paid and does not anticipate paying any dividends on
its Common Stock in the foreseeable future. The Company intends to retain
all working capital and earnings, if any, for use in the Company's business
operations, payment of dividends on preferred stock, and in the expansion of
its business.
Preferred Stock
On June 21, 1997, the Company authorized 150,000 shares of Series B
Preferred stock with a $1 par value as defined in the agreement. During the
year ended December 31, 1997, the Company issued 23,200 shares of Series B
Preferred stock for a total of $232,000 in cash in a private placement. The
Series B Preferred stock pays dividends at 14% per year and has certain
liquidation preferences. At the option of the Series B holders, the preferred
stock may be converted into the Company's common stock using a conversion rate
computed as the lesser of (a) the price at which the Company sells, issues or
agrees to issue common stock during the conversion period; or (b) $2.00 per
share. While outstanding, the preferred stock has voting privileges as if it
had been converted at the conversion price of $2.00 per share. In addition,
at any time subject to the conversion rights, the Company may redeem the
Series B shares at the face value plus accrued dividends. If the Company
conducts a registered public offering of its stock, it may require conversion
of its Series B preferred stock.
Common Stock
In association with an oil purchase agreement, the Company issued
100,000 shares of its common stock during 1997 totaling $200,000. The
agreement specifies that the Company purchase 1,000,000 barrels of oil during
a time period of approximately one year. The Company capitalized these
charges and is amortizing them as the purchase agreement is fulfilled. As of
December 31, 1997, the Company purchased 277,484 barrels of oil and
accordingly, the Company has charged $55,497 to cost of sales leaving a
prepaid balance of $144,503 at December 31, 1997.
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
<PAGE> 8
General
Since February 1996, The Company was principally engaged in the service
of gathering, transporting and marketing of domestic crude oil through its
wholly owned subsidiary, OTMC. As a first purchaser of crude oil, the Company
offered a complete division order and royalty disbursement service to its
producer accounts.
In June, 1997, the Company made the decision to move it's operations to
West Texas. The Company felt there would be better opportunities for growth
and expansion in that area. OTMC entered into an employment agreement with
John Findley, an experienced crude oil marketer. Mr. Findley was named
President of OTMC.
During this period the Company sustained substantial operating
losses and effective March 31, 1999, the Company sold 100% of its ownership in
OTMC, representing the discontinuation of all of its existing operations.
Management believes the proceeds from the sale of OTMC is sufficient to cover
the overhead of the existing Company, and the credit facility due November 6,
1999 will be renewed through the bank or paid through private financing.
The Company's remaining three employees are currently exploring merger and
acquisition possibilities that will maximize shareholder value. Oasis will
continue to evaluate oil and natural gas ventures as well as pipeline
opportunities. The Company is also exploring areas outside the oil and
natural gas business. The present management believes that internet and high
tech companies may be a positive way to maximize shareholder value, and
management is currently looking into several opportunities.
Results of Operations
Revenue increased $2,843,563 (19.8%) in 1997 over 1996. The increase is
a result of increased transporting volume. At the beginning of 1997, OTMC was
transporting and marketing approximately 60,000 barrels of crude oil per month
in South Texas. By December 31, 1997, OTMC was transporting and marketing
approximately 170,000 barrels of crude oil per month. The majority of the
increased movement in transporting and marketing took place during the 3rd and
4th quarter of 1997. During the 4th quarter of 1997, sales increased by
$3,646,917 or 52% over the 3rd quarter 1997.
The Company's sales and purchase contracts were all based upon the
posted price of crude oil which reduces the effect of normal price
fluctuations because it is considered a widely traded commodity. The Company
transported and marketed approximately 170,000 barrels of crude oil per month.
Most of the Company's expenses were fixed except for crude oil purchases and
field expenses (drivers payroll and fuel). These variable expenses were
directly related to the number of barrels transported. As a result, gross
margin as a percentage of sales was 2% in 1997 compared to 5% in 1996.
Consistent with the increase in sales in the 3rd and 4th quarter 1997, gross
profit margin also increased significantly in the 3rd and 4th quarter 1997.
Selling, general and administrative expenses increased $321,562 or 61%
in 1997 as compared to the same period in 1996. The increase in selling
expenses was attributable to hiring two new marketing personnel in late third
<PAGE> 9
quarter 1997. General and administrative expenses increased primarily due to
increased payroll expenses associated with the increase in barrel movement
from 60,000 bbls per month to 170,000 bbls per month.
The loss in 1997 was primarily due to two items; 1) the movement and
setup of all field operations to West Texas, and 2) the due diligence costs
associated with the potential acquisition of two companies. Once the due
diligence was completed, the Company concluded that neither acquisition
appeared to be in the best interest of the Company. Both acquisitions were
declined.
OTMC realized a profit of $160,733 in the 4th quarter 1997, which
demonstrated significant improvement not only compared to the 3rd quarter 1996,
but also compared to the 1st half of 1997.
Liquidity and Capital Resources
On December 23, 1997, the Company purchased three 1998 Mack Trucks.
Associates Commercial Corporation financed the $206,360 purchase for 60 months
at 10% interest. Monthly payments will be $4,394.26. The purchase included a
small down payment and the trade-in of five of the Company's older tractor
units. Due to the significant increase in oil volume transported, management
determined it was in the Company's best interest to purchase new, reliable
tractors. The additional fixed asset expenditures of approximately $326,644
for 1997 was primarily for rigouts, overhauls and lact stations associated
with the move to west Texas.
The Company received proceeds under long-term debt obligations in the
amount of $968,763. Included in the proceeds was $500,000 from the Estate of
Edgar Monroe, which is administered by Mr. Robert Monroe, a member of the
Company's Board of Directors. Payments on long-term debt amounted to
$267,212.
The Company issued 23,200 shares of Series B Preferred stock for a total
of $232,000 in cash in a private placement for working capital.
Net repayments on borrowing under the line of credit amounted to
$250,000.
Cash increased $159,735 for the year ended 1997.
At December 31, 1997, the Company had a revolving line of credit
facility with a foreign bank. The credit agreement provides for a maximum
borrowing base of 70% of eligible receivables and is due on demand. The
credit agreement bears interest at prime plus 1.25% (9.5% at December 31,
1996). The line of credit is collateralized by substantially all the
Company's assets. Borrowings under this agreement at December 31, 1997 were
$200,000.
At December 31, 1997, the Company had an installment loan due to the
Estate of Edgar Monroe, which is administered by Mr. Robert Monroe, a
member of the Company's Board of Directors. The loan bears interest at
10.75%, is payable in monthly installments of $14,341 including interest
through January 21, 2001 and is collateralized by transportation and field
equipment. The amount due under the loan at December 31, 1997 was $445,779
<PAGE>10
and for the year ended 1997, the Company paid $18,144 in interest. During
1998, this loan was repaid with the proceeds of a note payable to a finance
company.
New Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board issued two new
reporting and disclosure standards. Results of operations and financial
position will be unaffected by implementation of these new standards.
SFAS 130, "Reporting Comprehensive Income", established standards for
reporting and display of comprehensive income, its components and accumulated
balances. Comprehensive income is defined to include all changes in equity
except those resulting from investments by owners and distribution to owners.
Among other disclosures, SFAS 130 requires that all items that are required
to be recognized under current accounting standards as components of
comprehensive income be reported in a financial statement that is displayed
with the same prominence as other financial statements.
SFAS 131, "Disclosure about Segments of a Business Enterprise",
establishes standards for the way that public enterprises report information
about operating segments in annual financial statements and requires reporting
of selected information about operating segments in interim financial
statements issued to the public. It also establishes standards for
disclosures regarding products and services, geographic areas and major
customers. SFAS 131 defines operating segments as components of an enterprise
about which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to allocate
resources and in assessing performance.
Year 2000
The Company's internal business information systems are primarily comprised of
commercial application software products offered by recognized providers.
Because these provider's products are widely distributed, commercially
developed applications, the Company anticipates these applications have been
or will be brought into compliance by the manufactures. On January 1, 1999,
the Company began using its new accounting and financial reporting software
implemented during 1998. The reasons for such purchase included the assurance
of Year 2000 compliance. Costs incurred specifically related to Year 2000
issues have totaled less than $2,000 as of December 1998.
The Company does not anticipate any Year 2000 compliance issues to arise
related to its primary internal business information systems. The Company is
not aware of any further material operational issues or costs associated with
preparing internal systems for the Year 2000. However, the Company utilizes
other third party network equipment, telecommunications products, and other
third party software products that may or may not be Year 2000 compliant.
Although the Company is currently taking steps to address the impact, if any,
of the Year 2000 issue surrounding such third party products, failure of any
critical technology to operate properly in the Year 2000 may have an adverse
impact on business operations or financial results.
The Company can not anticipate the impact of Year 2000 compliance on its
clients at this time. The Company is unaware of any client who may be
impacted by the Year 2000 issue. A failure of a client to appropriately
handle issues related to the Year 2000 might have an adverse impact on the
financial results of the Company.
<PAGE> 11
Item 7. Financial Statements
The financial statements filed as part of this report include:
<TABLE>
INDEX TO FINANCIAL STATEMENTS
<S> <C>
PAGE
----
Oasis Oil Corporation Consolidated Financial Statements:
Report of Independent Certified Public Accountants F-2
Consolidated Financial Statements:
As of December 31, 1997
Balance Sheet F-3
For the Years Ended December 31, 1997 and 1996
Statements of Operations F-4
Statements of Stockholders' Equity F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7- F-14
</TABLE>
<PAGE> 12
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders of
Oasis Oil Corporation
We have audited the consolidated balance sheet of Oasis Oil Corporation as
of December 31, 1997, and the related consolidated statements of
operations, stockholders' equity and cash flows for the years ended
December 31, 1997 and 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Oasis
Oil Corporation as of December 31, 1997, and the results of its operations
and its cash flows for the years ended December 31, 1997 and 1996 in
conformity with generally accepted accounting principles.
As more fully described in Note 1 to the consolidated financial statements,
the Company sold 100% of its ownership in its only operating subsidiary
effective March 31, 1999, representing the discontinuation of all of its
existing operations.
BDO Seidman, LLP
Houston, Texas
February 20, 1998, except for Note 1,
which is as of April 23, 1999
F-2
<PAGE> 13
OASIS OIL CORPORATION
CONSOLIDATED BALANCE SHEET
December 31, 1997
<TABLE>
<S> <C>
Assets (Note 5)
Current Assets:
Cash $ 293,780
Accounts receivable - trade (Note 11) 1,928,279
Inventories 10,912
Prepaid expenses (Note 8) 175,520
----------
Total Current Assets 2,408,491
Property, equipment and leasehold improvements,
net (Notes 4, 6 and 7) 914,350
Goodwill, less accumulated amortization of $27,994 191,090
---------
$ 3,513,931
===========
Liabilities and Stockholders' Equity
Current Liabilities:
Notes payable (Note 5) $ 200,000
Accounts payable (Note 7) 2,133,239
Accrued expenses 28,746
Accrued dividends on preferred stock 59,225
Current maturities of related party debt (Note 7) 130,480
Current maturities of long-term debt (Note 6) 92,262
---------
Total Current Liabilities 2,643,952
Related party debt, less current maturities (Note 7) 315,299
Long-term debt, less current maturities (Note 6) 210,262
---------
Total Liabilities 3,169,513
Commitments and Contingency (Notes 8, 10 and 12)
Stockholders' Equity:
Preferred stock, $1 par value, 150,000 shares
authorized; (Note 8) 636,940
Common stock, $.05 par value, 50,000,000 shares
authorized (Note 8) 307,500
Additional paid-in capital 377,669
Deficit (977,691)
--------
Total Stockholders' Equity 344,418
--------
$3,513,931
==========
</TABLE>
F-3
<PAGE> 14
OASIS OIL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years ended December 31, 1997 and 1996
<TABLE>
<S> <C> <C>
1997 1996
---------- --------
Sales (Note 11) $ 17,240,992 $14,397,429
Cost of sales 16,952,246 13,743,241
----------- ----------
Gross margin 288,746 654,188
Operating expenses
Selling 120,489 75,903
General and administrative 726,684 449,708
----------- --------
Total operating expenses 847,173 525,611
----------- --------
Net operating income (loss) (558,427) 128,577
Other income (expense)
Interest income 536 4,438
Interest expense (60,416) (85,355)
Loss on sale of fixed assets (554) (11,500)
Other 2,045 14,681
---------- --------
Total other expense, net (58,389) (77,736)
---------- --------
Net income (loss) $ (616,816) $ 50,841
========== ==========
Net income (loss) per common share (Note 2):
Net income (loss) per common share - basic and
dilutive $ (.11) $ .01
======== =========
Weighted average number of common shares
outstanding 6,040,274 4,225,715
========= =========
</TABLE>
F-4
<PAGE> 15
OASIS OIL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For The Years Ended December 31, 1997 and 1996
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Additional
Preferred Stock Common Stock Paid-in
Shares Amount Shares Amount Capital Deficit Total
Balance, at December 31, 1995 - $ - 3,303,220 $ 125,000 $ - $ (352,491) $ (227,491)
Stock issued in a private
placement - - 1,496,780 260,169 - - 260,169
Issued 1,200,000 shares in
connection with reverse merger - - 1,200,000 (85,169) 85,169 - -
Conversion of debt into preferred
stock 40,494 404,940 - - - - 404,940
Net income - - - - - 50,841 50,841
------ ------- --------- -------- ------ ------- -------
Balance, at December 31, 1996 40,494 404,940 6,000,000 300,000 85,169 (301,650) 488,459
Issued 23,200 shares of preferred
stock in a private placement 23,200 232,000 - - - - 232,000
Stock issued for services - - 50,000 2,500 97,500 - 100,000
Stock issued under an oil purchase
agreement - - 100,000 5,000 195,000 - 200,000
Accrued preferred stock dividends - - - - - (59,225) (59,225)
Net loss - - - - - (616,816) (616,816)
------- -------- ------- ------- ------- --------- --------
Balance, at December 31, 1997 63,694 $ 636,940 6,150,000 $ 307,500 $ 377,669 $(977,691) $ 344,418
</TABLE>
F-5
<PAGE> 16
OASIS OIL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Years Ended December 31, 1997 and 1996
<TABLE>
<S> <C> <C>
Increase (decrease) in cash
1997 1996
---- ----
Cash flows from operating activities:
Net income (loss) $ (616,816) $ 50,841
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation and amortization 210,617 114,783
Stock issued for services 100,000 --
Loss on sale of assets 554 11,500
Changes in assets and liabilities:
Accounts receivable (405,915) (53,512)
Inventories 21,894 (1,157)
Prepaid expenses 27,922 121,277
Other assets -- 13,388
Accounts payable and accrued expenses 617,772 1,366,802
------- ---------
Net cash provided by (used in) operating
activities (43,972) 1,623,922
------- ---------
Cash flows from investing activities:
Purchases of fixed assets (533,004) (148,177)
Purchase of Oasis Oil Ltd. Co. -- (2,023,951)
Proceeds from sale of fixed assets 53,160 500
------- ---------
Net cash used in investing activities (479,844) (2,171,628)
Cash flows from financing activities:
Net borrowings (repayments) on line of credit (250,000) 381,146
Proceeds from issuance of common stock -- 260,169
Proceeds from issuance of preferred stock 232,000 --
Proceeds from related party debt 500,000 --
Proceeds from long-term debt 468,763 56,178
Payments on related party debt (54,221) --
Payments on long-term debt (212,991) (17,924)
------- -------
Net cash provided by financing activities 683,551 679,569
------- -------
Net increase in cash 159,735 131,863
Cash, beginning of year 134,045 2,182
------- -------
Cash, end of year $ 293,780 $ 134,045
======== ========
</TABLE>
See Note 12 for Supplemental Cash Flow Information.
F-6
<PAGE> 17
NOTE 1 - ORGANIZATION AND BUSINESS
Business
Oasis Oil Corporation (the "Company"), formerly Vida Medical Systems,
Inc. is a Nevada corporation organized in 1955. The Company is principally
engaged in the service of gathering, transportation and marketing of
domestic crude oil. As a first purchaser of crude oil, the Company also
offers a division order and royalty disbursement service to its customers.
Effective March 31, 1999, the Company sold 100% of its ownership in
OTMC, representing the discontinuation of all of its existing operations.
The Company received $350,000 in cash and a note receivable for $1,500,000
and recognized a gain from the sale of approximately $1,700,000 during the
first quarter of 1999. The note receivable has no stated interest rate, is
due in monthly installments of $45,000 starting in May 1999. All amounts
that remain outstanding are due April 20, 2001.
Reverse Merger
Effective October 1, 1996, the Company issued 4,800,000 common shares
in exchange for all of the issued and outstanding shares of Oasis
Transportation and Marketing Corporation (OTMC), formerly Acacia Crude
Corporation. The remaining 1,200,000 common shares out of a total of
6,000,000 common shares were retained by the former owners of Vida Medical
Systems, Inc. OTMC was incorporated in the state of Nevada on September
10, 1992. This transaction resulted in the former stockholders of OTMC
acquiring 80% of the Company. Accordingly, the exchange of shares has been
treated for accounting purposes as a purchase of the Company by OTMC,
referred to as a "reverse merger." Application of reverse merger
accounting results in the following:
1. The consolidated financial statements of the combined entity are
issued under the name of the legal parent, Oasis Oil Corporation,
but the entity is considered a continuation of the legal
subsidiary, OTMC.
2. As OTMC is deemed to be the acquirer for accounting purposes, its
assets and liabilities are included in the consolidated financial
statements of the continuing entity at their carrying values.
3. Figures presented for periods prior to October 1, 1996, are those
of OTMC, the legal subsidiary. All shares for periods prior to
October 1, 1996, have been retroactively adjusted as if a stock
split had occurred.
4. Costs related to the transaction with the Company were written-off
into operations during 1996.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Financial Instruments and Credit Risk Concentration
The Company's financial instruments include accounts receivable,
accounts payable, accrued expenses, related party debt, notes payable and
long-term debt. The carrying value of these instruments approximate market
values because the rates of return and borrowing rates are similar to other
financial instruments with similar maturities and terms.
F-7
<PAGE> 18
Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of trade accounts
receivable. Concentrations of credit risk with respect to such receivables
are limited due to generally short payment terms (approximately 30 days),
the nature of the industry and the size of the companies (usually Fortune
500 companies or their subsidiaries). See Note 11 for major customers.
At December 31, 1997, the Company had cash deposits in a financial
institution that exceeded the federally insured deposit limit by $144,871.
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary (OTMC). All significant
intercompany accounts and transactions have been eliminated.
Inventories
Inventories consist of crude oil and are valued at the current market
price. Market price is determined based on an average monthly quoted price
established by crude oil traders who take into consideration such factors
as the supply and demand of crude oil. Actual cost is not materially
different from market.
Property, Equipment and Leasehold Improvements
Property, equipment and leasehold improvements are stated at cost.
Depreciation and amortization on equipment is provided using the
straight-line method over the estimated useful lives of the assets ranging
from 3 to 15 years. For income tax purposes, depreciation is calculated
using accelerated methods.
Goodwill
Goodwill is amortized using the straight-line method over fifteen
years. On a periodic basis, the Company estimates the future undiscounted
cash flows of the business to which goodwill relates in order to determine
whether there has been any impairment of goodwill.
Revenue Recognition
Sales are recorded in the periods that crude oil is delivered.
Income Taxes
Deferred income taxes result from the temporary differences between
the financial statement and income tax basis of assets and liabilities.
The Company adjusts the deferred tax asset valuation allowance based on
judgments as to future realization of the deferred tax benefits supported
by demonstrated trends in the Company's operating results. There were no
deferred income taxes recorded at December 31, 1997 (see Note 9).
Earning (Loss) Per Common Share
Effective for the year ended December 31, 1997, the Company was
required to adopt Statement of Financial Standards No. 128, "Earnings Per
Share" ("SFAS 128"). In accordance with SFAS 128, the Company is required
to provide basic and dilutive earnings (loss) per common share information.
F-8
<PAGE> 19
The basic net income (loss) per common share is computed by dividing
the net income (loss) available to common shareholders by the weighted
average number of common shares outstanding.
Diluted net income (loss) per common share is computed by dividing the net
income (loss) available to common shareholders, adjusted on an as if
converted basis, by the weighted average number of common shares outstanding
plus potential dilutive securities.
For the year ended December 31, 1997, potential dilutive securities had an
anti-dilutive effect and were not included in the calculation of diluted net
loss per common share.
For the year ended December 31, 1996, there were no potential dilutive
securities.
Management's Estimates and Assumptions
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. The Company reviews all significant estimates
affecting the financial statements on a recurring basis and records the
effect of any necessary adjustments prior to their issuance.
Analysis for Impairment
Management reviews long-lived assets for impairment whenever events
or changes in circumstances indicates the carrying amount of an asset may
not be fully recoverable.
New Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board issued two new
reporting and disclosure standards. Results of operations and financial
position will be unaffected by implementation of these new standards.
SFAS 130, "Reporting Comprehensive Income", established standards for
reporting and display of comprehensive income, its components and
accumulated balances. Comprehensive income is defined to include all
changes in equity except those resulting from investments by owners and
distributions to owners. Among other disclosures, SFAS 130 requires that
all items that are required to be recognized under current accounting
standards as components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other financial
statements.
SFAS 131, "Disclosure about Segments of a Business Enterprise",
establishes standards for the way that public enterprises report
information about operating segments in annual financial statements and
<PAGE> 20
requires reporting of selected information about operating segments in
interim financial statements issued to the public. It also establishes
standards for disclosures regarding products and services, geographic areas
and major customers. SFAS 131 defines operating segments as components of
an enterprise about which separate financial information is available that
is evaluated regularly by the chief operating decision maker in deciding
how to allocate resources and in assessing performance.
F-9
Both of these new standards are effective for financial statements
for periods beginning after December 15, 1997 and require comparative
information for earlier years to be restated. Adoption of SFAS 130 and 131
are not expected to have any material effect on the Company's financial
statement disclosures.
In February 1998, the Financial Accounting Standards Board issued a
new disclosure standard, Statement of Financial Accounting Standard No.
132, "Employers' Disclosures about Pensions and Other Postretirement
Benefits" ("SFAS 132"). The new standard standardizes the disclosure
requirements for pensions and other post-retirement benefits and requires
additional information on changes in the benefit obligations and fair
values of plan assets. The statement is effective for financial statements
for periods beginning after December 15, 1997 and requires comparative
information for earlier years to be restated. Adoption of SFAS 132 is
expected to have no effect on the Company's financial statement
disclosures.
NOTE 3 - ACQUISITION
Effective February 1, 1996, Oasis purchased all the assets and
assumed all the liabilities of Oasis Oil Ltd. Co. for a total purchase
price of $2,576,088 consisting of $900,000 in cash and $1,676,088 in
assumed liabilities. The purchase price was allocated to the assets
acquired and liabilities assumed based on their estimated fair values. The
excess of the purchase price over the net assets acquired was $219,084 and
is classified as goodwill (see Note 14). The results of operations for
Oasis Oil Ltd. Co. are included with those of the Company for the period
subsequent to February 1, 1996. The following summarized pro forma
(unaudited) information assumes the acquisition had occurred on January 1,
1996:
<TABLE>
<S> <C>
Amount
-------
Net sales $16,031,856
===========
Net income $ 39,347
===========
Earnings per share $ .01
===========
</TABLE>
<PAGE> 21
NOTE 4 - PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Property, equipment and leasehold improvements consisted of the
following at December 31, 1997:
<TABLE>
<S> <C>
Amount
------
Transportation equipment $ 673,119
Oil field equipment 259,045
Automobiles 75,964
Furniture and fixtures 46,140
Shop equipment 34,217
Computer equipment and software 24,287
Leasehold improvements 6,725
-----------
F-10
1,119,497
-----------
Less: Accumulated depreciation and amortization 205,147
-----------
$ 914,350
===========
</TABLE>
NOTE 5 - CREDIT FACILITY
At December 31, 1997, the Company had a revolving line of credit
facility with a foreign bank. The credit agreement provides for a maximum
borrowing base of 70% of eligible receivables and is due on demand. The
credit agreement bears interest at prime plus one percent (9.5% at December
31, 1997), and is collateralized by substantially all of the Company's
assets. Borrowings under this agreement at December 31, 1997 were $200,000.
The Company was contingently liable for $1,400,000 in letters of credit
outstanding at December 31, 1997.
NOTE 6 - LONG-TERM DEBT
Long-term debt consisted of the following at December 31, 1997:
<TABLE>
<S> <C>
Amount
------
Note payable to a financing company, bearing
interest at 10%, payable in monthly installments
of $4,394 including interest through February 1, 2003,
collateralized by certain transportation equipment $ 206,360
Unsecured note payable to an individual, bearing
interest at 18%, payable in full plus accrued
interest on April 20, 1998 50,000
Note payable to a financing company, bearing
interest at 2.9%, payable in monthly installments
of $716 including interest through August 12, 2001,
collateralized by a vehicle 28,306
<PAGE> 22
Note payable to a financing company, bearing interest
at 11.5%, payable in monthly installments of $519
including interest through June 6, 2001, collateralized
by a vehicle 17,858
------
302,524
Less current maturities (92,262)
------
Total long-term debt $ 210,262
========
</TABLE>
At December 31, 1997, the aggregate principal repayments were as
follows:
<TABLE>
<S> <C>
Year ending December 31, Amount
------
1998 $ 92,262
1999 49,695
2000 54,411
2001 52,225
2002 49,573
Thereafter 4,358
--------
$ 302,524
=========
</TABLE>
F-11
NOTE 7 - RELATED PARTY TRANSACTIONS
At December 31, 1997, the Company had an installment loan to a
related party. The loan bears interest at 10.75%, is payable in monthly
installments of $14,341 including interest through January 21, 2001 and is
collateralized by transportation and field equipment. The amount due under
the loan at December 31, 1997 was $445,779 and for the year ended 1997, the
Company paid $18,144 in interest expense. At December 31, 1997, the
aggregate principal repayments were $130,480 in 1998, $145,218 in 1999,
$161,622 in 2000 and $8,459 in 2001.
During the year ended December 31, 1997, the Company incurred
$104,576 in legal expense to a law firm that has a partner in the law firm
that is also a stockholder and a director of the Company. At December 31,
1997, $54,577 remains unpaid.
<PAGE> 23
NOTE 8 - STOCKHOLDERS EQUITY
Preferred Stock
During the year ended December 31, 1996, the Company authorized
1,000,000 shares of Series A Preferred stock with a $1 par value as defined
in the amended agreement. Effective November 1, 1996, the Company issued
40,494 shares of Series A Preferred stock in exchange for all of the
Company's subordinated debt totaling $375,000 and accrued interest totaling
$29,940. The Series A Preferred stock pays dividends at 8% per year.
On June 21, 1997, the Company authorized 150,000 shares of Series B
Preferred stock with a $1 par value as defined in the agreement. During
the year, the Company converted all of the 40,494 outstanding shares of
Series A Preferred stock totaling $404,940 for 40,494 shares of Series B
Preferred stock. The Company issued an additional 23,200 shares of Series
B Preferred stock for a total of $232,000 in cash in a private placement.
The Series B Preferred stock pays dividends at 14% per year. At the option
of the Series B holders, the preferred stock may be converted into the
Company's common stock using a conversion rate computed as the lesser of
(a) the price at which the Company sells, issues or agrees to issue common
stock during the conversion period; or (b) $2.00 per share. While
outstanding, the preferred stock has voting privileges as if it had been
converted. In addition, at any time subject to the conversion rights, the
Company may redeem the Series B shares at the face value plus accrued
dividends.
Common Stock
In association with an oil purchase agreement, the Company issued
100,000 shares of its common stock during 1997 with a value of $200,000.
The agreement specifies that the Company purchase 1,000,000 barrels of oil
during a time period of approximately one year. The Company recorded these
charges as prepaid expenses and is amortizing them as the purchase
agreement is fulfilled. As of December 31, 1997, the Company had
purchased 277,484 barrels of oil and accordingly, the Company has charged
$55,497 to cost of sales leaving a prepaid balance of $144,503 at December
31, 1997.
NOTE 9 - INCOME TAX
Deferred income taxes are determined based on the temporary
differences between the financial statement and income tax basis of assets
and liabilities as measured by the enacted tax rates which will be in
effect when these differences reverse.
F-12
<PAGE> 24
Net deferred income tax asset consisted of the following at December
31, 1997:
<TABLE>
<S> <C>
Amount
------
Net operating loss carryforwards $ 334,000
Fixed asset basis difference (8,000)
--------
Gross deferred tax asset 326,000
Valuation allowance (326,000)
------
Net deferred tax asset $ -
=======
</TABLE>
At December 31, 1997, the Company had a net operating loss
carryforward of approximately $982,000 to offset future years' taxable
income through 2012.
NOTE 10 - COMMITMENTS AND CONTINGENCY
The Company leases office and warehouse space, a terminaling facility
and certain equipment under noncancellable operating leases for periods
extending beyond one year. Future minimum rental payments required under
these leases that have an initial or remaining noncancellable lease term in
excess of one year are as follows:
<TABLE>
<S> <C>
Year Ended December 31, Amount
------
1998 $ 59,943
1999 44,953
--------
$ 104,896
========
</TABLE>
Rental expense was approximately $150,000 and $180,000 for the years
ended December 31, 1997 and 1996, respectively.
In 1996, the Company had been notified by a major customer that the
Company delivered an improper product into their pipeline which
subsequently damaged their refinery. The customer filed a lawsuit in the
347th Judicial District Court in Nueces County, Texas, asserting damages in
the amount of $1,000,000. The Company is covered by a general liability
insurance policy which provides for defense and indemnity for damages
arising from negligence up to $1,000,000 per occurrence and an aggregate
amount of $2,000,000. The policy is subject to a deductible of $10,000.
<PAGE> 25
The Company has notified the insurance company of the event described above
and paid the deductible amount. Representatives of the insurance company
have taken charge of the defense of the case. As a result of the insurance
coverage, management does not anticipate that this lawsuit will result in a
material loss to the Company.
NOTE 11 - MAJOR CUSTOMERS
The Company had sales to three customers that represented 27%, 22%,
and 20% of total sales in 1997, respectively. At December 31, 1997,
accounts receivable from one of these customers totalled $1,928,279.
The Company had sales to two customers that represented 39% and 37%
of total sales in 1996, respectively. At December 31, 1996, accounts
receivable from these customers totalled $748,948 and $722,998,
respectively.
F-13
NOTE 12 - SUPPLEMENTAL CASH FLOW INFORMATION
For the years ended December 31, 1997 and 1996, the Company paid
interest of $59,900 and $85,355, respectively.
The Company issued common stock for $200,000 relating to an oil
purchase agreement (see Note 8).
During 1997, the Company accrued $59,255 for cumulative preferred
stock dividends.
The Company exchanged $375,000 of debt and $29,940 in accrued
interest for 40,940 shares of Series A Preferred stock during the year
ended December 31, 1996 (see Note 8).
Effective October 1, 1996, the Company purchased all of the assets of
Oasis Oil Ltd. Co. for $2,576,088 (see Note 1). In conjunction with the
acquisition, the purchase price allocation is as follows:
<TABLE>
<S> <C>
Fair value of assets acquired: Amount
------
Account receivable $ 1,324,476
Inventory 22,654
Prepaid expenses 75,572
Fixed assets 382,165
Goodwill 219,084
-----------
2,023,951
Cash received 552,137
-----------
$ 2,576,088
===========
</TABLE>
F-14
<PAGE> 26
Item 8. Change In and Disagreement With Accountants on Accounting and
Financial Disclosures
On April 3, 1997, the Company filed with the Commission a Current
Report on Form 8-K dated February 15, 1997, wherein it reported under Item 4
that the Company has engaged BDO Seidman, LLP as its independent accountants
as of February 15, 1997. No financial statements were included with the Form
8-K filing. BDO Seidman, LLP has conducted an audit of Oasis Oil Corporation
for the years ending December 1997and 1996, which financial statements are
included within.
Prior to the engagement agreement with BDO Seidman, LLP the
Company did not have an agreement with any other auditors.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
The persons who were serving as Directors and executive officers of the
Company and the positions they hold with the Company are as follows:
<TABLE>
<S> <C> <C> <C>
EXECUTIVE OFFICERS
------------------
Name Age Positions held with the Company Since
---- --- ------------------------------- -----
C. A. Beane 61 President and CEO 1996
Susan Penticoff 41 Treasurer and Assistant Secretary 1996
James Hagan 63 Secretary 1980
</TABLE>
<TABLE>
<S> <C> <C> <C>
DIRECTORS
---------
Director of Other Directorships of
Name Age Company Since Publically-Held Companies
- ---- --- ------------- -------------------------
C. A. Beane 61 1996 None
Bruce Withers 72 1996 None
Maurice Duncan 67 1997 None
Robert Monroe 63 1996 None
John Blocker 76 1996 None
Carl Pfeiffer 68 1996 Quanex Corporation
James Hagan 63 1980 None
</TABLE>
<PAGE> 27
Management Biographies
Brief biographies of the Directors and executive officers of the Company
are set forth below. All Directors hold office until their resignation,
retirement, removal, disqualification, death or until their successors have
been elected, qualified, and take office. Vacancies in the existing Board of
Directors are filled by majority vote of the remaining Directors. Officers of
the Company serve at the will of the Board of Directors.
C. Arlie Beane. Mr. Beane, age 61, is President and CEO of the Company. He
was the President and Director of Acacia Crude Corporation, now OTMC.
Previously Mr. Beane was Chairman of Eureka International Trading Corporation
and Eureka Production Corporation. He was the managing Director of Arosco,
Ltd., and the Chairman and CEO of Peten Petroleum Corporation. He is the
holder of approximately fifteen percent of the Company's outstanding shares.
Mr. Beane's career has been directed to international trade and the oil and
gas industry.
Bruce Withers. Mr. Withers, age 72, is also on the Board of Allstar Gas
Corporation, in Missouri. Previous to joining Oasis, Mr. Withers was Co-
Chairman of Natural Gas Clearinghouse (NGC) and Trident, a large natural gas
and natural gas liquids company traded on the New York Stock Exchange.
Previous to his involvement with NGC and Trident, Mr. Withers was President of
Mitchell Energy Gas Division.
Carl Pfeiffer. Mr. Pfeiffer, age 68, was on the Board of Acacia Crude
Corporation, now OTMC. Mr. Pfeiffer is presently Chairman Emeritus of Quanex
Corporation, a metals company listed on the New York Stock Exchange, and is a
member of the Board of Directors of Quanex. Previously Mr. Pfeiffer was
Chairman of Quanex.
Robert Monroe. Mr. Monroe, age 63, is a Director of RTL Corporation, a
privately-held construction and equipment services company. Previously Mr.
Monroe has been a Director of more than 20 corporations, both public and
private. Mr. Monroe has extensive experience in the international marine and
aviation transportation business and the investment banking industry.
John Blocker. Mr. Blocker, age 76, previously served on the Board of Pride
Petroleum, a New York Stock Exchange company, and Blocker International
(Nasdaq). Mr. Blocker has spent his career in the oil industry with emphasis
on petroleum services. Mr. Blocker was a regent at Texas A & M University and
has established various scholarships for the university.
James Hagan. Mr. Hagan, age 63, is an attorney licensed to practice law in
the State of California. He is a partner in Hagan, Saca & Hagan Law
Corporation, of San Francisco, and Palo Alto, California. For the past thirty
years, Mr. Hagan has been engaged in the practice of corporate and securities
law in California.
Maurice Duncan. Mr. Duncan, age 67, is a CPA and retired managing partner of
KPMG Peat Marwick, LLP. Mr. Duncan is a graduate of the University of
Oklahoma and attended graduate school at the University of Tulsa. Mr. Duncan
is a past president of the Tulsa Executives Association and currently serves
on its Board of Directors.
<PAGE> 28
Susan L. Penticoff. Ms. Penticoff, age 41, was previously employed by Acacia
Crude Corporation. She currently serves as Treasurer and Assistant Secretary.
She has actively worked in the oil and gas industry since 1982.
Family Relationships
There are no family relationships among Directors, executive officers,
or other persons employed by the Company.
Attendance of Meetings of the Board of Directors
During 1997, the Company's Board of Directors held four meetings, which
were attended by a majority of directors then in office.
Significant employees
In addition to Messrs. Beane, Hagan and Ms. Penticoff, the Company has one
additional significant employee. Mr. John Findley, 51, joined the Company
in September 1997 as President of Oasis Transportation and Marketing
Corporation. Mr. Findley remained an employee of OTMC upon the March, 1999
sale of the company.
Item 10. Executive Compensation
All out of pocket business expenses are paid through a corporate credit
card. Officers that are employees of the Company, are reimbursed for their
family health insurance premiums provided by the Company. No other fringe
benefits are associated with officers and Directors. The following discloses
all compensation awarded to, earned by, or paid to the named officers and
Directors for the year ending 1997.
<TABLE>
<S> <C> <C>
Summary Compensation Table
--------------------------
Annual Compensation
Name and Position Year Salary
----------------- ---- ------
C. A. Beane, President 1997 $81,200
and CEO 1996 71,000
1995 0
</TABLE>
Stock Option Plan
The Company adopted the 1996 Stock Option Plan (the "Plan") as of
November 1, 1996. The Plan allowed the Board of Directors to grant stock
options up to a maximum of 600,000 shares of common stock. The exercise price
for each share purchasable under the Plan would not be less than 100% of the
fair market value per share on the date the option is granted. No options
were granted in 1997. This plan was not presented to or approved by
shareholders within one year and so lapsed.
<PAGE> 29
Employment Arrangements
On September 25, 1997, the Company had entered into an employment
agreement, with John Findley, for a period of 5 years and 5 months. This
agreement expires on December 31, 2002 but can be renewed by mutual agreement.
The agreement sets forth a monthly salary of $10,000 plus bonus compensation
based on company profits. No bonus compensation was paid in 1997. Mr
Findley's contract and employment remained with OTMC upon the sale of the
Company's 100% ownership of OTMC.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of December 31, 1997, certain
information with regard to beneficial ownership of outstanding shares of the
Company's common stock by (i) each person known by the company to beneficially
own five percent or more of the outstanding shares of the Company's common
stock; (ii) each Director individually; and (iii) all executive officers and
Directors of the Company as a group.
<TABLE>
<S> <C> <C>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1) of Class
- ------------------- ----------------------- --------
Beneficial Holders
- ------------------
W. Guerry Bangert 516,016 8.4%
146 Sugarberry Circle
Houston, TX 77024
Gupco Finanzaria, S.A. 678,516 11.0%
c/o Heinrich Kohler
Favona S. A. Societe Fid 15-17,
Rue de la Cite BP 452
1211 Geneve 11, Switzerland
Officers and Directors
- ----------------------
C. A. Beane (2) 737,290 12.0%
9145 Briar Forest
Houston, TX 77024
John R. Blocker (3) 103,226 *
50 Briar Hollow, Suite 200
Houston, TX 77027
Maurice Duncan (3) 528,516 8.6%
4325 East 87th Street
Tulsa, OK 74137
James R. Hagan (2) 215,063 *
1585 Madrono Avenue
Palo Alto, CA 94306
<PAGE> 30
Boland Machine and 495,484 8.0%
Manufacturing Co. Inc. (3)
288 St. Charles Avenue
New Orleans, LA 70130
Susan L. Penticoff (4) 49,548 *
11802 Basilica
Houston, TX 77099
Carl Pfeiffer (3) 214,710 *
2112 Fulham Court
Houston, TX 77063
Bruce Withers (3) 103,226 *
1610 Woodstead Court, #130
The Woodlands, TX 77380
All Executive Officers 2,447,063 39.8%
and Directors as a group
(8 persons)
</TABLE>
* Less than 5%.
(1) Unless otherwise noted, the Company believes that all persons named
in the table have sole voting and dispositive power with respect to
all securities owned by them.
(2) Officer and Director
(3) Director
(4) Officer
Item 12. Certain Relationships and Related Transactions
At December 31, 1997, the Company had an installment loan to the
Estate of Edgar Monroe, administered by Mr. Robert Monroe, a member
of the Board of Directors. The loan bears interest at 10.75%, is
payable in monthly installments of $14,341 including interest through
January 21, 2001and is collateralized by transportation and field
equipment. The amount due under the loan at December 31, 1997 was
$445,779 and for the year ended 1997, the Company paid $18,144 in
interest.
<PAGE> 31
Item 13. Exhibits and Reports on Form 8-K
(a.) Exhibits
Exhibit No. Item
----------- ----
4.1 Certificate of Determination of Preferences of
Preferred Shares dated February 21, 1997.
4.2 Certificate of Determination of Preferences of
Preferred Shares dated June 21, 1997.
4.3 Series B Preferred Stock
.
16.1 Form 8-K Changes in Registrant's Certifying Accountant
(b) Reports on Form 8-K
On April 3, 1997, the Company filed with the Commission a Current Report
on Form 8-K dated February 15, 1997, wherein it reported under Item 4 that the
Company has engaged BDO Seidman, LLP as its independent accountants as of
February 15, 1997. BDO Seidman, LLP will be conducting an audit of Oasis Oil
Corporation for the year ending December 1996. No financial statements were
included.
<PAGE> 32
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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 on this 15th day
of August, 1999.
OASIS OIL CORPORATION
By: /s/ C. A. Beane
------------------
C. A. Beane
President and CEO
By: /s/ Susan L. Penticoff
-----------------------
Susan L. Penticoff
Treasurer and Assistant Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report is signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/ C. A. Beane President and CEO August 15, 1999
-----------------
C. A. Beane
By: /s/ James Hagan Secretary, and Director August 15, 1999
----------------
James Hagan
By: /s/ Dale Hill Director August 15, 1999
--------------
Dale Hill
Exhibit 4.1 Page 1
OASIS OIL CORPORATION
CERTIFICATE OF DETERMINATION OF
PREFERENCES OF PREFERRED SHARES
C. Arlie Beane and Susan L. Penticoff do hereby declare and certify as
follows:
I. That they are respectively the duly elected and acting
President and Assistant Secretary of Oasis Oil Corporation, a Nevada
corporation.
II. Pursuant to said corporation's Articles of Incorporation the
Board of Directors of said corporation has duly adopted the following recitals
and resolutions:
WHEREAS, the Articles of Incorporation of this corporation provide that
this corporation may issue up to one million shares of preferred stock;
WHEREAS, no preferred stock has as yet been issued by said corporation;
WHEREAS, pursuant to law the Board of Directors of said corporation is
empowered to authorize the issuance of one or more series of preferred stock
and to fix and determine the number of shares, the designation thereof, and
the rights, preferences, privileges, limitations, and restrictions of each
unissued series of preferred stock;
NOW, THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:
The Board of Directors does hereby authorize the issuance of an initial
series of preferred stock to be designated as Series A Preferred Stock;
Said Series A Preferred Stock shall consist of 40,494 shares;
Said Series A Preferred Stock shall be subject to and shall have the
following rights, preferences, privileges, limitations, and restrictions:
2. ISSUE PRICE. This Series A Preferred Stock shall be and is hereby
issued at the Issue Price of $10.00 per share. The Face Amount
hereof is and shall be the number of shares represented by this
certificate multiplied by said Issue Price.
3. ACCUMULATION OF DIVIDENDS. This Series A Preferred Stock shall
accumulate dividends at the simple rate of 8.0% per annum on the
Face Amount hereof from the date of November 1, 1996, through the
date of delivery to the Issuer of a Call for Redemption or the
date on which Issuer mail to the Issuee a Demand for Surrender,
whichever first occurs, which dividends shall not be payable
until, and shall be paid upon, any redemption or surrender hereof
or liquidation of the Issuer as provided below.
<PAGE> 2
Exhibit 4.1 Page 2
1. RIGHT TO CALL FOR REDEMPTION. At any time after the Issuer makes
a registered public offering of its common stock under the United
States Securities Act of 1933, the Issuee shall have the right to
call for the redemption of this Series A Preferred Stock. Such
call for redemption shall be exercised by the Issuee by delivering
to the Issuer a written Call for Redemption which shall state that
the Issuee calls for the Issuer to redeem this Series A Preferred
Stock and which shall enclose and include this certificate duly
endorsed for cancellation. Within ten days after receipt of said
Call for Redemption and this certificate, the Issuer shall pay to
the Issuee the Face Amount of this certificate together with any
and all accumulated dividends, and this certificate shall be
canceled.
4. RIGHT TO CALL FOR SURRENDER. At any time, the Issuer shall have
the right to redeem this Series A Preferred Stock and to call for
its surrender. Such redemption and call for surrender shall be
exercised by the Issuer by mailing to the Issuee a written Demand
for Surrender which shall state that the Issuer has elected to
redeem this Series A Preferred Stock and demands that the Issuee
surrender to the Issuer this certificate for cancellation. After
said Demand for Surrender, within ten days after the actual return
by the Issuee to the Issuer of this certificate duly endorsed for
cancellation, the Issuer shall pay to the Issuee the Face Amount
of this certificate together with any and all accumulated
dividends, and this certificate shall be canceled.
5. PREFERENCE UPON LIQUIDATION. Upon any liquidation of the Issuer
prior to any redemption or surrender of this Series A Preferred
Stock, the Face Amount hereof together with any and all
accumulated dividends shall be paid to the Issuee to the extent
that there are funds or assets of the Issuer available to do so
prior to any distribution to the holders of the common stock of
the Issuer. If at the time of any such liquidation of the Issuer
there are outstanding any other series of preferred stock which
has or have a preference upon liquidation, then any and all such
series of preferred stock and this Series A Preferred Stock shall
share in any distribution of the funds or assets of the Issuer on
a pro rata basis
6. NO EXPIRATION. This Series A Preferred Stock shall not lapse or
expire or otherwise terminate unless and until it is redeemed or
surrendered as provided above or the Issuer undergoes liquidation.
7. NO TRANSFER. Except upon the death of the Issuee in which case
this Series A Preferred Stock may be transferred by will or trust
or intestate succession, without the prior written consent of the
Issuer, this Series A Preferred Stock shall not be sold, assigned,
transferred, pledged, hypothecated, or in any way alienated or
disposed of, whether voluntarily or by operation of law, and, any
attempted sale, assignment, transfer, pledge, hypothecation,
alienation, or other disposal of this Series A Preferred Stock in
violation of this provision shall be and is null and void and of
no force and effect.
<PAGE> 3
Exhibit 4.1 Page 3
1. NO VOTING RIGHTS, NO CONVERSION RIGHT, NO OTHER RIGHTS. This
Series A Preferred Stock shall have no rights, preferences,
privileges, limitations, or restrictions other than those which
are set forth herein. Specifically, but not by way of limitation,
this Series A Preferred Stock: (i) has no voting rights of any
kind or nature except as may be required by law; and (ii) has no
rights of any kind or nature to be converted into any other
capital stock or securities of the Issuer of any kind or nature.
III. The authorized number of shares of said Series A Preferred
Stock is 1,000,000, none of which has been issued.
IN WITNESS OF THE FOREGOING, the undersigned have executed this
certificate on and as of the date set forth below:
Dated: February 21, 1997
-----------------
/s/ C. A. Beane
-----------------
C. A. Beane
/s/ Susan L. Penticoff
-------------------------
Susan L. Penticoff
STATE OF TEXAS )
COUNTY OF HARRIS )
BEFORE ME, the undersigned Notary Public, on this day personally
appeared C. A. Beane, President of Oasis Oil Corporation, known personally to
me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of Oasis Oil
Corporation, and that he executed the same as the act of such corporation for
the purposes and consideration therein expressed, and in the capacity therein
stated.
Dated: February 21, 1997 /s/ Notary Public
----------------- --------------------------------
Notary Public in and for the State
of Texas
STATE OF TEXAS )
COUNTY OF HARRIS )
BEFORE ME, the undersigned Notary Public, on this day personally
appeared Susan L. Penticoff, Assistant Secretary of Oasis Oil Corporation,
known personally to me to be the person and officer whose name is subscribed
to the foregoing instrument and acknowledged to me that the same was the act
of Oasis Oil Corporation, and that she executed the same as the act of such
corporation for the purposes and consideration therein expressed, and in the
capacity therein stated.
Dated: February 21, 1997 /s/ Notary Public
----------------- -------------------------------------------
Notary Public in and for the State of Texas
Exhibit 4.2 Page 1
OASIS OIL CORPORATION - SERIES A PREFERRED STOCK
RIGHTS, PRIVILEGES, PREFERENCES, LIMITATIONS AND RESTRICTIONS
---------------------------------------------------------------
AMENDMENT
The undersigned is a holder of the Series A Preferred Stock issued by
Oasis Oil Corporation ("Oasis"). For good and valuable consideration in hand
paid, the value and sufficiency of which is hereby acknowledged, the
undersigned does hereby agree that, on and as of and effective on December 31,
1996, (i) Paragraph 3 of said Series A Preferred Stock entitled "Right to
Call for Redemption" shall be in its entirety, and it is hereby in its
entirety, stricken, eliminated, and removed from the rights, preferences,
privileges, limitations, and restrictions of said Series A Preferred Stock,
(ii) the undersigned surrenders and relinquishes any and all rights to call
for redemption, or to make any similar call for payment, of or for the Series
A Preferred Stock, and (iii) the undersigned covenants and agrees that he
shall never make any attempt to call or require redemption or payment of the
Series A Preferred Stock. As a result of this agreement, the undersigned
recognizes and understands that any redemption or payment of or for the
principal or interest of the Series A Preferred Stock remains wholly and
exclusively within the discretion, judgement, and decision of Oasis Oil
Corporation.
- ------------------------------------------
Printed Name of Certificate Holder
- --------------------------------------
Signature of Certificate Holder
- ----------------------------
Date
Exhibit 4.3 Page 1
OASIS OIL CORPORATION
CERTIFICATE OF DETERMINATION OF
PREFERENCES OF PREFERRED SHARES
Mr. C. A. Beane and Ms. Susan L. Penticoff do hereby declare and certify
as follows:
1. That they are respectively the duly elected and acting President and
Assistant Secretary of Oasis Oil Corporation, a Nevada corporation.
2. That pursuant to said corporation's Articles of Incorporation, the
Board of Directors of said corporation has duly adopted the following recitals
and resolutions:
WHEREAS, the Articles of Incorporation of this corporation provide that
this corporation may issue up to one million shares of preferred stock;
WHEREAS, pursuant to law the Board of Directors of said corporation is
empowered to authorize the issuance of one or more series of preferred stock
and to fix and determine the number of shares, the designation thereof, and
the rights, preferences, privileges, limitations, and restrictions of each
unissued series of preferred stock;
WHEREAS, 40,494 shares of Series A preferred stock have been issued by
said corporation leaving a balance of 959,506 shares of preferred stock as
authorized but unissued;
NOW, THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:
The Board of Directors does hereby authorize the issuance of a series
of preferred stock to be designated as Series B Preferred Stock;
Said Series B Preferred Stock shall consist of 150,000 shares;
Said Series B Preferred Stock shall be subject to and shall have the
rights, preferences, privileges, limitations, and restrictions as are set
forth in the attachment hereto, which attachment is incorporated herein the
same as if fully here set forth.
3. That the authorized number of shares of said Series B Preferred
Stock is 150,000, none of which has been issued.
IN WITNESS OF THE FOREGOING, the undersigned have executed this
certificate on and as of the date set forth below:
Dated: June 21, 1997 /s/ C. A. Beane
-------------- -----------------
C. A. Beane
/s/ Susan L. Penticoff
-------------------------
Susan L. Penticoff
<PAGE> 2
Exhibit 4.3 Page 2
STATE OF TEXAS )
COUNTY OF HARRIS )
BEFORE ME, the undersigned Notary Public, on this day personally
appeared C. A. Beane, President of Oasis Oil Corporation, known personally to
me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of Oasis Oil
Corporation, and that he executed the same as the act of such corporation for
the purposes and consideration therein expressed, and in the capacity therein
stated.
Dated: July 21, 1997 /s/ Notary Public
-------------- -------------------------------
Notary Public in and for the State
of Texas
STATE OF TEXAS )
COUNTY OF HARRIS )
BEFORE ME, the undersigned Notary Public, on this day personally
appeared Susan L. Penticoff, Assistant Secretary of Oasis Oil Corporation,
known personally to me to be the person and officer whose name is subscribed
to the foregoing instrument and acknowledged tome that the same was the act
of Oasis Oil Corporation, and that she executed the same as the act of such
corporation for the purposes and consideration therein expressed, and in the
capacity therein stated.
Dated: July 21, 1997 /s/ Notary Public
-------------- ----------------------------------
Notary Public in and for the State
of Texas
<PAGE> 3
Exhibit 4.3 Page 3
OASIS OIL CORPORATION - SERIES B PREFERRED STOCK
RIGHTS, PRIVILEGES, PREFERENCES, LIMITATIONS AND RESTRICTIONS
------------------------------------------------------------
This Series B Preferred Stock is issued by Oasis Oil Corporation
("Issuer") to the Issuee names in the certificate which is attached hereto
and shall and does have the following rights, privileges, preferences,
limitations and restrictions which are incorporated into said certificate the
same as if fully there set forth:
1. ISSUE PRICE. This Series B Preferred Stock is issued for valuable
consideration at the Issue Price of $10.00 per share. The Face Amount hereof
is and shall be the number of shares represented by the aforesaid certificate
multiplied by said Issue Price.
2. ACCUMULATION OF DIVIDENDS. This Series B Preferred Stock shall
accumulate dividends at the simple rate of 14.0% per annum on the Face Amount
hereof from the date of the aforesaid certificate through the date of delivery
to the Issuer by the Issuee of an Election for Conversion as set forth below
or the date on which Issuer mails to the Issuee a Demand for Redemption or
Demand for Conversion as set forth below, whichever event first occurs, which
dividends shall not be payable until, and shall be paid upon and as a part of,
any conversion or redemption hereof or liquidation of the Issuer as provided
below.
3. ISSUEE'S RIGHT TO CONVERT TO COMMON STOCK. At any time while it is
outstanding (including the thirty-day period after the date of a Demand for
Redemption), upon the election of Issuee, this Series B Preferred Stock may
be converted into common stock of the Issuer at the Conversion Price which is
specified in Paragraph 5 below. Such conversion shall be exercised by the
Issuee by mailing to the Issuer a written Election for Conversion which shall
state that the Issuee elects to convert this Series B Preferred Stock into
common stock of the Issuer and encloses this certificate duly endorsed for
cancellation. Within ten days after receiving said Demand and certificate,
Issue shall cause a certificate for its common stock to be delivered to Issuee
for the number of shares as calculated pursuant to Paragraph 5 below.
4. ISSUER'S RIGHT TO REDEEM OR REQUIRE CONVERSION.
A. At any time while this Series B Preferred Stock is
outstanding, the Issuer shall have the right to redeem this Series B Preferred
Stock. Such redemption shall be exercised by the Issuer by mailing to the
Issuee a written Demand for Redemption which shall state; (i) that the Issuer
elects to redeem this Series B Preferred Stock and (ii) that the Issuee must
within thirty days after the date of said Demand deliver and surrender to the
Issuer this certificate duly endorsed for cancellation. After such Demand,
within ten days after the actual receipt by the Issuer of this certificate
duly endorsed for cancellation, the Issuer shall pay to the Issuee the Face
Amount of this certificate together with any and all accumulated dividends.
B. At any time while this Series B Preferred Stock is outstanding
and within ninety days prior to the anticipated effective date of a registered
public offering of Issuer's common stock under the Securities Act of 1933,
such date to be determined by the judgement of the Issuer, Issuer shall have
the right to require conversion of this Series B Preferred Stock
<PAGE> 4
Exhibit 4.3 Page 4
into common stock of the Issuer at the Conversion Price which is specified in
Paragraph 5 below. Such conversion shall be exercised by the Issuer by
mailing to the Issuee a written Demand for Conversion which shall state; (i)
that the Issuer elects to require conversion of this Series B Preferred Stock
into its common stock and (ii) that the Issuee must within thirty days after
the date of said Demand deliver and surrender to the Issuer this certificate
duly endorsed for cancellation. After such Demand, within ten days after the
actual receipt by the Issuer of this certificate duly endorsed for
cancellation, Issuer shall cause a certificate for its common stock to be
delivered to Issuee for the number of shares as calculated pursuant to
Paragraph 5 below.
5. CONVERSION PRICE. The Conversion Price of this Series B Preferred
Stock shall be the lower of either; (i) $2.00 per share of common stock (the
"Initial Conversion Price") or (ii) the price at which Issuer sells, issues,
or agrees to issue any of its common stock during the Conversion Period, which
price shall include any conversion price or option exercise price which is
fixed or agreed to during the Conversion Period (excluding the exercise price
of any incentive stock options granted by Issuer to employees or non qualified
stock options granted by Issuer to directors) (the "Recalculated Conversion
Price"). Said Initial or Recalculated Conversion Price shall be divided into
the total of the principal and accumulated dividends of this Series B
Preferred Stock (the result being rounded off to the nearest whole number) to
determine the number of shares of common stock into which this Series B
Preferred Stock shall be converted. The Conversion Period shall be that
period of time from July 18, 1997 through and including the date of any
Election for Conversion or Demand for Conversion, whichever first occurs with
respect to each holder of this Series B Preferred Stock. The Initial
Conversion Price and the Recalculated Conversion Price shall be subject to and
adjusted for any and all stock splits, stock dividends, reverse stock splits,
or other duly authorized and lawful changes in the number or character of the
outstanding common stock of Issuer which occurs after July 18, 1997. The
shares of common stock which are issued upon any conversion of this Series B
Preferred Stock shall be fully paid and nonassessable.
6. VOTING RIGHTS. While outstanding, this Series B Preferred Stock
shall have voting rights the same as if already converted into the common
stock of the Issuer at the Initial Conversion Price.
7. PREFERENCE UPON LIQUIDATION. Upon any liquidation of the Issuer
prior to any conversion or redemption of this Series B Preferred Stock, the
Face Amount hereof together with any and all accumulated dividends shall be
paid to the Issuee to the extent that there are funds or assets of the Issuer
available to do so prior to any distribution to the holders of the common
stock of the Issuer. This preference upon liquidation shall be calculated and
implemented on a pro rata basis among all outstanding shares of this Series
B Preferred Stock and on a pro rata basis among and together with any and all
other series of Issuers preferred stock which is outstanding at the time of
any such liquidation and which contains a Preference upon Liquidation which
is not by its own terms subordinate to the Preference upon Liquidation of this
Series B Preferred Stock.
8. NO EXPIRATION. This Series B Preferred Stock shall not lapse or
expire or otherwise terminate unless and until it is converted or redeemed as
provided above or the Issuer undergoes liquidation, provided, however, after
the Issuee delivers to Issuer an Election
<PAGE> 5
Exhibit 4.3 Page 5
for Conversion, or after the Issuer delivers to Issuee a Demand for
Conversion, or on the thirty-first day after the Issuer delivers to Issuee a
Demand for Redemption, this Series B Preferred Stock shall no longer exist as
such, but shall represent only; (i) in the case of an Election for Conversion
or a Demand for Conversion a right to receive shares of the Issuer's common
stock as calculated in Paragraph 5 above or (ii) in the case of a Demand for
Redemption a right to receive the payment specified in Paragraph 4-A above.
9. NO TRANSFER. Except as set forth in the Exceptions below, this
Series B Preferred Stock shall not be sold, assigned, transferred, pledged,
hypothecated, or in any way alienated or disposed of, whether voluntarily or
by operation of law, and, except in the circumstances described in the
Exceptions below, any attempted sale, assignment, transfer, pledge,
hypothecation, alienation, or other disposal of this Series B Preferred Stock,
whether voluntary or by operation of law, shall be and is null and void and
of no force and effect. EXCEPTIONS: This Series B Preferred Stock may be
sold, assigned, transferred, pledged, hypothecated, alienated or disposed of
(i) with the prior written consent of Issuer, or (ii) by means of will, trust,
or intestate succession upon the death of the Issuee, or (iii) to another
Issuee of this Series B Preferred Stock.
10. NO OTHER RIGHTS. This Series B Preferred Stock has no rights,
preferences, privileges, limitations, or restrictions other than those which
are set forth herein.
END OF SERIES B PREFERRED STOCK
RIGHTS, PRIVILEGES, PREFERENCES, LIMITATIONS AND RESTRICTIONS
Exhibit 16.1 Page 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
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): February 15, 1997
-----------------------
OASIS OIL CORPORATION
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA
---------------------------------------------------
(State or other jurisdiction of incorporation)
0-5833 94-1713830
------------------------------- ---------------------------------------------
(Commission File Number) (IRS Employer Identification Number)
1800 St. James Place, Suite 101, Houston, Texas 77056
-------------------------------------------------------------------
(Address of principal executive offices)
Registrants Telephone Number, including area code: (713) 627-8875
----------------------
Vida Medical Systems, Inc.
350 Cambridge Avenue, Suite 150, Palo Alto, CA 94306
- --------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Exhibit 16.1 Page 2
Item 1 Changes in Control of Registrant.
Inapplicable.
Item 2 Acquisition or Disposition of Assets.
Inapplicable.
Item 3 Bankruptcy or Receivership.
Inapplicable.
Item 4 Changes in Registrants Certifying Accountant.
The Company has engaged BDO Seidman, LLP as its independent accountants
as of February 15, 1997. BDO Seidman, LLP will be conducting an audit of
Oasis Oil Corporation for the period of March 1995 through December 1996.
Item 5 Other Events.
Inapplicable.
Item 6 Resignation of Registrants Directors.
Inapplicable.
Item 7 Financial Statements and Exhibits.
Inapplicable.
Item 8 Change in Fiscal Year.
Inapplicable.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
As of February 15, 1997 /s/ C. A. Beane
---------------------------
C. A. Beane, President
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 294
<SECURITIES> 0
<RECEIVABLES> 1,928
<ALLOWANCES> 0
<INVENTORY> 11
<CURRENT-ASSETS> 2,408
<PP&E> 914
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,514
<CURRENT-LIABILITIES> 2,644
<BONDS> 0
0
637
<COMMON> 308
<OTHER-SE> (600)
<TOTAL-LIABILITY-AND-EQUITY> 3,514
<SALES> 17,241
<TOTAL-REVENUES> 17,241
<CGS> 16,952
<TOTAL-COSTS> 17,799
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 60
<INCOME-PRETAX> (617)
<INCOME-TAX> 0
<INCOME-CONTINUING> (617)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (617)
<EPS-BASIC> (.11)
<EPS-DILUTED> (.11)
</TABLE>
