<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, 1999
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 105. Houston. Texas 77056
--------------------------------------------------------
(Address of principal executive offices)
Issuer's telephone number: (713) 626-3163
Securities registered under Section 12 (g) of the 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. $8,082,674
<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
PAGE NO.
--------
PART I
Item 1. Description of Business 2
Item 2. Description of Property 3
Item 3. Legal Proceedings 3
Item 4. Submission of Matters to a Vote of
Security Holders 3
PART II
Item 5. Market for Common Equity and Related
Stockholder Matters 4
Item 6. Management's Discussion and Analysis
or Plan of Operation 4
Item 7. Financial Statements 7
Item 8. Change in and Disagreements with
Accountants on Accounting and
Financial Disclosure 20
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance With Section
16(a) of the Exchange Act 20
Item 10. Executive Compensation 21
Item 11. Security Ownership of Certain Beneficial
Owners and Management 21
Item 12. Certain Relationships and Related
Transactions 22
Item 13. Exhibits and Reports on Form 8-K 23
<PAGE> 4
Forward Looking Statements
This form 10-KSB for the year ended December 31, 1999 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 use 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 of domestic
crude oil through its wholly owned subsidiary, Oasis Transportation and
Marketing Corporation ("OTMC"). As a first purchaser of crude oil, the
Company offered a complete division order and royalty disbursement service
to its producer accounts.
The Company sustained substantial operating losses in the past which raised
substantial doubt about the Company's ability to continue as a going concern.
Effective March 31, 1999, the Company sold 100% of its ownership of OTMC,
representing the discontinuation of all of its existing operations. After
the sale of OTMC, management began exploring merger and acquisition
possibilities.
The Company is currently in negotiation with a group of investors who
wish to acquire 70% of the outstanding common stock of the Company.
The Company's results of operations for the year ended December 31, 1999
were significantly affected by the sale of OTMC and the Company's
discontinuation of its operations.
<PAGE> 5
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, beginning in May 1999. All amounts
that remain unpaid after 24 months are due April 30, 2001.
In December 1999, the Company and the buyer agreed to settle the amount
of an oil imbalance which arose prior to the sale of OTMC, which amount could
not be determined at the time of sale. The agreed amount of the oil
imbalance was $492,397. Under the terms of the oil imbalance settlement,
the monthly installments of the Company's note receivable would be reduced
from $45,000 to $15,000 per month and $30,000 would be applied to the oil
imbalance. Under the terms of the agreement, the full amount of the oil
imbalance would be paid by April 20, 2001, if not paid earlier.
Employees
At December 31, 1999, the Company employed 3 full-time persons, all of
whom were employed in administrative capacities. There were no employees
represented by any union organization. Management believed its employee
relations were satisfactory. Currently the Company has 3 active employees.
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 business. OTMC had, where appropriate,
implemented operating procedures and each of its facilities was designed to
assure compliance with environmental laws and regulations, given the nature
of its business.
Item 2. Description of Property
The Company maintains its executive offices at 1800 St. James Place,
Suite 105, Houston, Texas 77056, where it leases approximately 5,100 square
feet of office space pursuant to a month to month lease agreement.
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.
<PAGE> 6
Item 3. Legal Proceedings
LITIGATION
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 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.
On October 20, 1999, the Company borrowed $150,000 from an individual.
Under the terms of the promissory note, the Company was to repay the
individual $180,000 by December 20, 1999. If the note was not repaid by its
due date, then interest was to accrue on the full amount due at 10%. This
note is secured by all of the assets of the Company. Subsequent to year end,
the holder of this note filed a lawsuit against the Company in the amount of
$191,000, representing the sum the note and all past due interest. The
Company and the holder of the note are currently negotiating the repayment
of the note. The Company has filed a cross-complaint against the
plaintiff.
Item 4. Submission of Matters to a Vote of Security Holders.
During 1999, stockholders of the Company elected the Board of Directors,
approved a reduction in the size of the Board of Directors from five to 3 and
approved an investment of up to $800,000 in N4FX.com, Inc., a Nevada
corporation.
<PAGE> 7
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. The number of holders of record of the Company's common stock is 4,050.
Dividends
The Company has not paid and does not anticipate paying any dividends on
its common stock in the foreseeable future.
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 63,694 shares of Series B
preferred stock for a total of $636,940 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
During 1998, the Company issued 1,000,000 shares of its common stock to a
shareholder in exchange for a note receivable. The shares and the note were
issued in connection with the shareholder's role in providing the Company
with the shareholder's rights to a pipeline construction contract. During
1999, plans for the construction project were cancelled so the shareholder
returned the shares of stock issued to him in exchange for the Company
forgiving the note receivable.
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 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 charged $55,497 to cost of sales in 1997
leaving a prepaid balance of $144,503 at December 31, 1997. During 1998,
the Company fulfilled its purchase obligation under the agreement and
expensed the remaining prepaid balance.
<PAGE> 8
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
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. 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 maintain its
credit facility with a bank, which is due April 30, 2001.
Since the sale of the OTMC, the Company has conducted and still conducts
no business operations which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to this matter is
to further its discussions with a group of investors who wish to acquire 70%
of the Company or to seek other merger or acquisition opportunities.
Results of Operations
Revenues decreased $29,937,257 (79%) in 1999 over 1998. The decrease is a
result of the disposal of OTMC effective March 31, 1999. Since the disposal of
OTMC, the Company has had no revenue or operations.
The Company's sales and purchase contracts are based upon the purchase
price of crude oil which reduces the effect of normal price fluctuations
because it is considered a widely traded commodity. The Company transports
and markets approximately 258,000 barrels of crude oil per month. Most of
the Company's expenses are fixed except for crude oil purchases and field
expenses (driver's payroll and fuel). These variable expenses are directly
related to the number of barrels transported. As a result, gross margin as a
percentage of sales was 2% in 1999 compared to 1% in 1998.
Selling expenses decreased 79% in 1999 to $190,724, also related to the
sale of OTMC effective March 31, 1999. General and administrative expenses
increased from $602,880 in 1998 to $815,339 for the same period in 1999. The
increase in general and administrative expenses in 1999 was due to the
Company recognizing approximately $100,000 of bad debt expense, increased
due diligence costs associated with potential acquisitions and evaluation
of other new business opportunities.
During 1999, the Company recognized a gain on the sale of OTMC of
$1,126,794.
Liquidity and Capital Resources
For the year ended December 31, 1999, the Company had net income of
$392,044. Net cash used in operating activities was $189,610. At present,
the Company has no operations and has a net capital deficit which raises
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are to further their
discussions with the group of investors who wish to acquire 70% of the
Company or to seek other merger or acquisition opportunities.
<PAGE> 9
At December 31, 1999, the Company had a note payable with a bank. The
note agreement has repayment provisions of $10,000 per month starting May 20,
2000 with a final balloon payment due April 20, 2001. The note agreement
bears interest at prime plus one percent (8.50% at December 31, 1999), and is
guaranteed by substantially all the assets of the Company and the directors
and former directors of the Company. Borrowings under this agreement at
December 31, 1999 were $400,000.
On October 20, 1999, the Company borrowed $150,000 from an individual.
Under the terms of the promissory note, the Company was to repay the
individual $180,000 by December 20, 1999. If the note was not repaid by its
due date, then interest was to accrue on the full amount due at 10%. This
note is secured by all of the assets of the Company. The Company and the
holder of the note are currently negotiating the repayment of the note.
At December 31, 1998, the Company had a revolving line of credit
facility with a foreign bank. The credit agreement provided for a maximum
borrowing base of 70% of eligible receivables and was due on demand. All
amounts outstanding under the credit agreement were repaid with the proceeds
of the sale of OTMC and the credit facility was closed in 1999.
The Company had various notes payable to financing companies for the
purchase of transportation equipment. In connection with the sale of OTMC,
the Company assigned all such notes to the purchaser of OTMC. Since the time
of the sale of OTMC, the purchaser of OTMC has repaid certain of these notes
and refinanced others, however, certain of these notes remain outstanding
for which the Company would be liable in the event of default by the
purchaser of OTMC.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 133, "Accounting for Derivative Instruments
and Hedging Activities", ("SFAS 133"). This statement standardizes the
accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, by requiring that an entity
recognize those items as assets or liabilities in the statement of financial
position and measure them at fair value. The statement generally provides
for matching the timing of gain or loss recognition on the hedging instrument
with the recognition of (a) the changes in fair value of hedged assets or
liabilities that are attributable to the hedged risk or (b) the
earnings effect of the hedged forecasted transaction. The statement is
effective for all fiscal quarters for all fiscal years beginning after
June 15, 1999, with early application encouraged, and shall not be applied
retroactively to financial statements of prior periods. The provisions of
the statement are effective the first quarter of 2001, as amended by SFAS No.
137 in June 2000. Adoption of SFAS 133 is expected to have no effect on the
Company's financial statements.
<PAGE> 10
Year 2000 Compliance
The Year 2000 Problem referred to existing computer programs' ability to
appropriately distinguish the year 2000 from the year 1900 when processing
transactions. The Company developed and executed a plan to achieve
compliance with Year 2000 issues that included reviewing its hardware and
software that support its operations and infrastructure, as well as its
internal systems that support the Company's administrative functions. For
each of these areas, the plan called for the Company to identify the systems,
address their compliance with the Year 2000 Problem, test their compliance
and make any upgrades considered necessary to ensure compliance. As of this
date, the Company is successfully running all of its systems and has
encountered no issues or malfunctions related to the Year 2000 Problem. No
contingency plans had to be initiated; and no additional costs were incurred.
<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........................8
Consolidated Financial Statements:
As of December 31, 1999 Balance Sheet..............................9
For the Years Ended December 31, 1999 and 1998
Statements of Discontinued Operations...........................10
Statements of Stockholders' Equity (Deficit).................11-12
Statements of Cash Flows........................................13
Notes to Financial Statements..................................14 - 19
</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, 1999, and the related consolidated statements of operations,
stockholders' deficit and cash flows for the years ended December 31, 1999
and 1998. 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 audits.
We conducted our audits 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, 1999, and the results of its operations and
its cash flows for the years ended December 31, 1999 and 1998 in conformity
with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company currently has no operations
and has a net capital deficit which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/BDO Seidman, LLP
BDO Seidman, LLP
Houston, Texas
November 15, 2000
<PAGE> 13
OASIS OIL CORPORATION
CONSOLIDATED BALANCE SHEET
December 31, 1999
<TABLE>
<S> <C>
Assets (Note 5)
Current Assets:
Cash $ 63,759
Note receivable - sale of OTMC, current portion 180,000
Accounts receivable - other 3,138
Prepaid expenses 1,827
-----------
Total Current Assets 248,724
Property and equipment, net (Note 4) 20,673
Note receivable - sale of OTMC 467,517
-----------
$ 736,914
===========
Liabilities and Stockholders' Deficit
Current Liabilities:
Notes payable (Note 5) $ 270,000
Accounts payable (Note 6) 122,521
Accrued dividends on preferred stock 237,564
-----------
Total Current Liabilities 630,085
Note payable, long term portion 280,000
-----------
910,085
Stockholders' Deficit:
Preferred stock, $1 par value,
150,000 shares authorized; (Note 7) 636,940
Common stock, $.05 par value,
50,000,000 shares authorized (Note 7) 307,500
Additional paid-in capital 377,669
Deficit (1,495,280)
-----------
Total Stockholders' Deficit (173,171)
-----------
$ 736,914
===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 14
OASIS OIL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years ended December 31, 1999 and 1998
<TABLE>
<S> <C> <C>
1999 1998
---- ----
Sales $ - $ -
Cost of sales - -
---------- ----------
Gross margin - -
Operating expenses
Selling - -
General and administrative 815,339 602,880
---------- ----------
Total operating expenses 815,339 602,880
---------- ----------
Net operating loss (815,339) (602,880)
---------- ----------
Other income (expense)
Interest income 39,098 87
Interest expense (49,883) (87,551)
Loss on sale of fixed assets (22,809) (623)
Other 2,192 4,501
---------- ----------
Total other expense, net (31,402) (83,586)
Loss from continuing operations (846,741) (686,466)
Discontinued operations
Income (loss) from discontinued
operations 111,991 (44,827)
Gain on the disposal of OTMC 1,126,794 -
---------- ----------
Net income (loss) $ 392,044 $ (731,293)
========== ==========
Net income (loss) per common share-
basic and dilutive (Note 2):
Continuing operations $ (.15) $ (.12)
Discontinued operations .02 (.01)
Gain on disposal .18 -
---------- ----------
$ .05 $ (.13)
========== ==========
Weighted average number of common
shares outstanding 6,150,000 6,483,333
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 15
OASIS OIL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For The Years Ended December 31, 1999 and 1998
<TABLE>
<S> <C> <C> <C> <C> <C>
Additional
Preferred Stock Common Stock Paid-in
Shares Amount Shares Amount Capital
------ ------ ------ ------ ----------
Balance,
December 31, 1997 63,694 $ 636,940 6,150,000 $ 307,500 $ 377,669
Stock issues to an
employee - - 1,000,000 50,000 1,950,000
Accrued preferred
stock dividends - - - - -
Net loss - - - - -
------- --------- ---------- --------- ----------
Balance,
December 31, 1998 63,694 636,940 7,150,000 357,500 2,327,669
Cancellation of
stock issued to
an employee
(Note 7) - - (1,000,000) (50,000) (1,950,000)
Accrued preferred
stock dividends - - - - -
Net income - - - - -
------- --------- ---------- --------- ----------
Balance,
December 31, 1999 63,694 $ 636,940 6,150,000 $ 307,500 $ 377,669
======= ========= ========== ========= ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 16
<TABLE>
<C> <C> <C>
Receivable
From
Deficit Stockholder Total
------- ----------- -----
$ (977,691) $ - $ 344,418
- (2,000,000) -
(89,170) - (89,170)
(731,293) - (731,293)
----------- ----------- ---------
(1,798,154) (2,000,000) (476,045)
- 2,000,000 -
(89,170) - (89,170)
392,044 - 392,044
----------- ----------- ---------
$(1,495,280) $ - $(173,171)
=========== =========== =========
</TABLE>
<PAGE> 17
OASIS OIL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Years Ended December 31, 1999 and 1998
<TABLE>
<S> <C> <C>
Increase (decrease) in cash
1999 1998
---- ----
Cash flows from operating activities:
Net loss $ 392,044 $ (731,293)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 78,975 248,510
Gain on the sale of OTMC (1,126,794) -
Impairment of investment in N4FX.com, Inc. 150,000 -
Loss on sale of assets 22,809 623
Changes in assets and liabilities:
Accounts receivable (969,015) (211,348)
Inventories 5,283 (10,624)
Prepaid expenses and other (27,469) 147,213
Accounts payable and accrued expenses 1,108,072 472,741
----------- ----------
Net cash used in operating activities (366,095) (84,178)
----------- ----------
Cash flows from investing activities:
Investment in N4FX.com, Inc. (150,000) -
Payments on note receivable 360,086 -
Purchases of fixed assets - (537,528)
Proceeds from the sale of OTMC 350,000 -
Proceeds from sale of fixed assets - 5,500
----------- -----------
Net cash provided by (used in)
investing activities 560,086 (532,028)
----------- -----------
Cash flows from financing activities:
Net borrowings (repayments) on line of credit - 300,000
Proceeds from related party debt - 150,000
Payments on related party debt (150,000) (444,264)
Proceeds from note payable 150,000 827,993
Payments on long-term debt (507,493) (134,042)
----------- -----------
Net cash provided by (used in)
financing activities (507,493) 699,687
----------- -----------
Net increase (decrease) in cash (313,502) 83,481
Cash, beginning of year 377,261 293,780
----------- -----------
Cash, end of year $ 63,759 $ 377,261
=========== ===========
</TABLE>
See Note 10 for supplemental cash flow information.
See accompanying notes to consolidated financial statements.
<PAGE> 18
NOTE 1 - ORGANIZATION, BUSINESS AND DISCONTINUED OPERATIONS
Business
Oasis Oil Corporation (the "Company"), formerly Vida Medical Systems,
Inc. is a Nevada corporation organized in 1955. The Company, through its
wholly-owned subsidiary Oasis Transportation and Marketing Corporation
(OTMC), was principally engaged in the service of gathering, transportation
and marketing of domestic crude oil. As a first purchaser of crude oil, the
Company also offered a division order and royalty disbursement service to
its customers. OTMC, formerly Acacia Crude Corporation, was incorporated in
the State of Nevada on September 10, 1992.
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 $1,126,794 during the first quarter of
1999. The note receivable has no stated interest rate, is due in monthly
installments of varying amounts as defined in the agreement and the
installments are payable beginning in May 1999. All amounts that remain
unpaid after 24 months are due April 30, 2001.
In December 1999, the Company and the buyer agreed to settle the amount
of an oil imbalance which arose prior to the sale of OTMC, which amount could
not be determined at the time of sale. The agreed amount of the oil
imbalance was $492,397, which was recorded as a reduction of the note
receivable and the gain on the disposal of OTMC as of December 31, 1999.
Under the terms of the oil imbalance settlement, the monthly installments of
the Company's note receivable would be reduced from $45,000 to $15,000 per
month and $30,000 would be applied to the oil imbalance. Under the terms
of the agreement, the full amount of the oil imbalance would be paid by
April 20, 2001, if not paid earlier.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Financial Instruments and Credit Risk Concentration
The Company's financial instruments include accounts receivable, notes
receivable, accounts payable, accrued expenses and notes payable. 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.
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary (OTMC) through the date of the sale
of OTMC, March 31, 1999. All significant intercompany accounts and
transactions have been eliminated.
Property, Equipment and Leasehold Improvements
Property, equipment and leasehold improvements are stated at cost.
Depreciation and amortization 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.
<PAGE> 19
Revenue Recognition
Sales were recorded in the periods that crude oil was 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, 1999 (see Note 8).
Investments in Securities Without a Readily Determinable Fair Value
During 1999, the Company purchased 233,333 shares of common stock of
N4FX.com, Inc., a development stage Nevada corporation, for $150,000,
representing approximately 10% of the outstanding common stock of N4FX.com.
N4FX.com is not publicly traded and its stock does not have a readily
determinable fair value, accordingly, the Company recorded its investment in
N4FX.com at cost. Subsequent to year end, N4FX.com failed to meet certain
performance criteria which created substantial doubt about the value of the
Company's investment in N4FX.com., therefore, management recorded an
impairment in its investment in N4FX.com as of December 31, 1999 of $150,000.
Earnings (Loss) Per Common Share
The Company provides basic and dilutive income (loss) per common share
information for each year presented. The basic net income (loss) per common
share is computed by dividing the net income (loss), plus the dividends on
preferred stock, by the weighted average number of common shares outstanding.
Preferred stock dividends include dividends stated in the respective
certificate of designation. For the years ended December 31, 1999 and 1998,
net income (loss) applicable to common stockholders is as follows:
<TABLE>
<S> <C> <C>
1999 1998
---- ----
Loss from continuing operations $ (846,741) $ (686,466)
Dividends on preferred stock (89,170) (89,170)
---------- ----------
Loss applicable to common
Stockholders $ (823,920) $ (820,463)
========== ==========
</TABLE>
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, 1998,
potential dilutive securities, which included warrants to purchase 1,500,000
shares of the Company's common stock, had an anti-dilutive effect and were
not included in the calculation of diluted net income (loss) per common
share. For the year ended December 31, 1999, there were no dilutive securities.
<PAGE> 20
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 Pronouncement
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 133, "Accounting for Derivative Instruments
and Hedging Activities", ("SFAS 133"). This statement standardizes the
accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, by requiring that an entity
recognize those items as assets or liabilities in the statement of financial
position and measure them at fair value. The statement generally provides
for matching the timing of gain or loss recognition on the hedging instrument
with the recognition of (a) the changes in fair value of hedged assets or
liabilities that are attributable to the hedged risk or (b) the
earnings effect of the hedged forecasted transaction. The statement is
effective for all fiscal quarters for all fiscal years beginning after
June 15, 2000, with early application encouraged, and shall not be applied
retroactively to financial statements of prior periods. The provisions of
the statement are effective the first quarter of 2001, as amended by SFAS
No. 137 in June 1999. Adoption of SFAS 133 is expected to have no effect
on the Company's financial statements
NOTE 3 - FINANCIAL CONDITION
The Company sustained substantial operating losses in the past and
currently has no operations. Effective March 31, 1999, the Company disposed
of its ownership in OTMC. As a result, the Company believes it has
sufficient cash on hand to sustain its current level of business activity
for at least the foreseeable future. The Company is also currently in
negotiation with a group of investors who wish to acquire 70% of the
outstanding common stock of the Company.
At present, the Company has no operations and has a net capital deficit
which raises substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are to further their
discussions with the group of investors who wish to acquire 70% of the
Company or to seek other merger or acquisition opportunities. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
<PAGE> 21
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at December 31, 1999:
<TABLE>
<S> <C>
Amount
------
Furniture and fixtures $ 29,543
Computer equipment and software 11,488
Automobiles 5,500
----------
46,531
Less: Accumulated depreciation 25,858
----------
$ 20,673
==========
</TABLE>
NOTE 5 - NOTES PAYABLE
At December 31, 1999, the Company had a note payable with a bank. The
note agreement has repayment provisions of $10,000 per month starting
May 20, 2000 with a final balloon payment due April 20, 2001. The note
agreement bears interest at prime plus one percent (8.50% at December 31,
1999), and is guaranteed by substantially all the assets of the Company and
the directors and former directors of the Company. Borrowings under this
agreement at December 31, 1999 were $400,000.
On October 20, 1999, the Company borrowed $150,000 from an individual.
Under the terms of the promissory note, the Company was to repay the
individual $180,000 by December 20, 1999. If the note was not repaid by its
due date, then interest was to accrue on the full amount due at 10%. This
note is secured by all of the assets of the Company. Subsequent to year end,
the holder of this note filed a lawsuit against the Company in the amount
of $191,000, representing the sum the note and all past due interest. The
Company and the holder of the note are currently negotiating the repayment
of the note. The Company has filed a cross-complaint against the
plaintiff. The Company has not recorded a gain or loss related to these
lawsuits as their outcome cannot be reasonably predicted at this time.
At December 31, 1998, the Company had a revolving line of credit
facility with a foreign bank. The credit agreement provided for a maximum
borrowing base of 70% of eligible receivables and was due on demand. All
amounts outstanding under the credit agreement were repaid with the proceeds
of the sale of OTMC and the credit facility was closed in 1999.
The Company had various notes payable to financing companies for the
purchase of transportation equipment. In connection with the sale of OTMC,
the Company assigned all such notes to the purchaser of OTMC. Since the time
of the sale of OTMC, the purchaser of OTMC has repaid certain of these notes
and refinanced others, however, certain of these notes totaling approximately
$730,000 remain outstanding for which the Company would be liable in the
event of default by the purchaser of OTMC. These guarantees expire through
September 1, 2003. Management believes that any actual loss, if any, would
not be material to the financial statements.
<PAGE> 22
NOTE 6 - RELATED PARTY TRANSACTIONS
In August 1998, the Company entered into an agreement with an employee,
who was also a shareholder and director of the Company, to purchase the
employee's rights to serve as the general contractor under a pipeline
construction contract. The Company exchanged 1,000,000 shares of the
Company's common stock, warrants for 1,500,000 additional shares of the
Company's common stock and a $50,000 promissory note for these exclusive
rights. The promissory note had no stated interest and, as amended,
is due February 28, 2000.
Under the terms of the contract, the contractor will construct a
thirty-six mile natural gas pipeline for a natural gas association in west
Texas for approximately $9,000,000. The construction project is to begin
when instructed by the natural gas association. Under the terms of the
Company's contract with the employee, as amended, if the construction project
has not begun by February 28, 2000, the promissory note is cancelled and
the employee is required to pay the Company $2,000,000 as consideration for
the 1,000,000 shares of common stock issued.
At December 31, 1998, the Company recorded the estimated $2,000,000
value of the shares paid to the employee as a receivable from stockholder
and classified the receivable as a component of equity on the accompanying
consolidated balance sheet.
During 1999, plans for the construction project were cancelled so the
Company terminated its participation in the contract. The employee returned
the stock issued to him and the warrants, the promissory note and the note
payable were all cancelled.
In September 1998, the Company borrowed $30,000 from five shareholders
totaling $150,000. The notes bear interest at 12% and are due on demand.
Interest expense during 1999 related to these notes was approximately $8,000.
The notes were repaid during 1999.
During the years December 31, 1999 and 1998, the Company incurred
approximately $125,000 and $47,000 in legal expenses 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, 1999, $95,105 remained unpaid.
NOTE 7 - STOCKHOLDERS EQUITY
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 December 31, 1997, the Company issued 63,694 shares of Series B
Preferred stock for a total of $636,940 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
<PAGE> 23
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
During 1998, the Company issued 1,000,000 shares of its common stock to a
shareholder in exchange for a note receivable. During 1999, these shares were
returned to the Company, see Note 6.
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 charged $55,497 to cost of sales
in 1997 leaving a prepaid balance of $144,503 at December 31, 1997. During
1998, the Company fulfilled its purchase obligation under the agreement and
expensed the remaining prepaid balance.
Stock Warrants
In August 1998, the Company issued 1,500,000 warrants to an employee for
his role in arranging a construction contract for the Company. The warrants
may be exercised at any time through August 2008 for 1,500,000 shares of the
Company's common stock at the exercise price of $2.00 per share. During
1999, the warrants were cancelled, see Note 6.
The Company accounted for the warrants in 1998 in accordance with
Statement of Financial Accounting Standard No. 123, "Accounting for Stock-
Based Compensation" ("SFAS 123"). As the exercise price equaled the market
price per share at the date the warrants were issued, no compensation was
recorded. SFAS 123 requires the Company to provide pro forma information
regarding net loss applicable to common stockholders and loss per share as
if the compensation cost for the Company's stock warrants had been determined
in accordance with the fair value based method prescribed in SFAS 123. The
Company estimates the fair value of each stock warrant at the grant date
using the Black-Scholes model with the following weighted-average
assumptions as follows:
<TABLE>
<S> <C>
Dividend yield 0%
Expected volatility 0%
Risk free interest 5.20%
Expected lives 10 years
</TABLE>
Under the accounting provisions of SFAS 123, the Company's net loss
applicable to common stockholders and loss per share would have been
increased to the pro forma amounts indicated below:
<PAGE> 24
<TABLE>
<S> <C>
1998
----
Net loss applicable to common stockholders
As reported $ (731,293)
==========
Pro forma (1,681,145)
==========
Loss per share
As reported $ (0.13)
==========
Pro forma $ (0.26)
==========
</TABLE>
NOTE 8 - 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. Net deferred income tax asset consisted of the
following at December 31, 1999:
<TABLE>
<S> <C>
Amount
------
Net operating loss carryforwards 427,000
Valuation allowance (427,000)
----------
Net deferred tax assets $ -
==========
</TABLE>
At December 31, 1999, the Company had a net operating loss carryforward of
approximately $1,255,000 to offset future years' taxable income through
expiration dates as defined by the Internal Revenue Service not to extend
beyond 2018.
NOTE 9 - DISCONTINUED OPERATIONS
Effective March 31, 1999, the Company adopted a plan to discontinue the
operations and sell the assets of OTMC. The Company received $350,000 in
cash and a note receivable for $1,500,000 and recognized a gain from the sale
of $1,126,794 during the first quarter of 1999. The note receivable was
later reduced by $492,397, the amount of an oil imbalance which arose prior
to the sale of OTMC. The note receivable has no stated interest rate, is
due in monthly installments of varying amounts as defined in the agreement
and the installments are payable beginning in May 1999. All amounts that
remain unpaid after 24 months are due April 30, 2001.
<PAGE> 25
The components of the income (loss) from discontinued operations are
as follows for the years ended December 31:
<TABLE>
<S> <C> <C>
1999 1998
---- ----
Sales $ 8,082,674 $38,019,931
Cost of sales 7,921,222 37,824,573
----------- -----------
Gross margin 161,452 195,358
Selling expenses 49,461 240,185
----------- ----------
Income (loss) from discontinued operations $ 111,991 $ (44,827)
=========== ===========
</TABLE>
NOTE 10 - SUPPLEMENTAL CASH FLOW INFORMATION
For the years ended December 31, 1999 and 1998, the Company paid
interest of $49,883 and $107,462, respectively.
For the years ended December 31, 1999 and 1998, the Company accrued
cumulative preferred stock dividends of $89,170 in each year.
During 1999, the Company received a note receivable for $1,007,603 in
connection with the sale of OTMC.
During 1998, the Company issued common stock in exchange for a note
receivable from a stockholder totaling $2,000,000. During 1999, the shares
were returned to the Company and the note was cancelled.
The Company issued common stock for $200,000 relating to an oil purchase
agreement, see Note 7.
Item 8. Change In and Disagreement With Accountants on Accounting and
Financial Disclosures
None.
<PAGE> 26
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 Position Since
----------- --- -------- -----
C. A. Beane 63 President and CEO 1996
James Hagan 64 Secretary 1980
DIRECTORS
---------
Director of Other Directorships of
Director Age Company Since Publicly-Held Companies
-------------- --- ------------- -----------------------
C. A. Beane 63 1996 None
James Hagan 64 1980 None
</TABLE>
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 63, 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.
James Hagan. Mr. Hagan, age 64, 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 law in California.
<PAGE> 27
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 1999, the Company's Board of Directors held 5 meetings, which were
attended by a majority of directors then in office.
Item 10. Executive Compensation
All out of pocket business expenses are paid through a corporate credit
card or reimbursed. 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 1999.
<TABLE>
<S> <C> <C>
Annual Compensation
Name and Position Year Salary
------------------------------ ---- --------
C. A. Beane, President and CEO 1997 $ 81,200
1998 141,750
1999 144,000
</TABLE>
Stock Option Plan
The Company does not have a stock option plan.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of December 31, 1999, 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.
<PAGE> 28
<TABLE>
<S> <C> <C> <C> <C>
Name and Address of Amount and Nature of Amount and Nature
Beneficial Owner Common Beneficial of Series B Preferred
Ownership (1) % Stock Ownership %
-------------------------- ------------------------- -------------------------
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
Neil Lande (former director) 20,065 directly 12.4%
4265 San Felipe, Suite 230 19,440 trustee 12.3%
Houston, Texas 77027
Kestral Establishment 22,745 7.1%
Pflugstrasse 20
9490 Vaduz
Liechtenstein
Maurice Duncan 528,516 8.6% 65,750 20.6%
4325 East 87th Street
Tulsa, OK 74137
Boland Machine and 495,484 8.0% 12,500 --
Manufacturing Co. Inc. (5)
288 St. Charles Avenue
New Orleans, LA 70130
Carl Pfeiffer 214,710 * 52,005 16.3%
2112 Fulham Court
Houston, TX 77063
Bruce Withers 103,226 * 12,500 --
2915 Summersweet Place
The Woodlands, TX 77380
Officers and Directors
C. A. Beane (2) 737,290 12.0% 18,245 5.7%
9145 Briar Forest
Houston, TX 77024
James R. Hagan (2) 215,063 * 12,500 --
1585 Madrono Avenue
Palo Alto, CA 94306
<PAGE> 29
Susan L. Penticoff (4) 49,548 * -- --
11802 Basilica
Houston, TX 77099
All Executive Officers 1,001,901 16.3% 30,745 9.6%
and Directors as a group
(3 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.
(2) Officer and director.
(3) Director.
(4) Officer.
(5) The shares owned by Boland Machine & Manufacturing Co., Inc. are
voted by Mr. Robert J. Monroe.
Item 12. Certain Relationships and Related Transactions
At December 31, 1997, the Company had an installment loan due to the
Estate of Edgar Monroe, which estate is administered by Mr. Robert Monroe, a
member of the Board of Directors. The amount due under the loan at December
31, 1997 was $445,779. During 1998, this loan was repaid with the proceeds
of a note payable to a finance company.
In August 1998, the Company entered into an agreement with Dale Hill,
who was also a shareholder and director of the Company, to purchase the
employee's rights to serve as the general contractor under a pipeline
construction contract. The Company exchanged 1,000,000 shares of the
Company's common stock, warrants for 1,500,000 additional shares of the
Company's common stock and a $50,000 promissory note for these exclusive
rights. The promissory note has no stated interest and, as amended,
is due February 28, 2000.
Under the terms of the contract, the contractor will construct a
thirty-six mile natural gas pipeline for a natural gas association in west
Texas for approximately $9,000,000. The construction project is to begin
when instructed by the natural gas association. Under the terms of the
Company's contract with the employee, as amended, if the construction project
has not begun by February 28, 2000, the promissory note is cancelled and the
employee is required to pay the Company $2,000,000 as consideration for the
1,000,000 shares of common stock issued.
Due to the employee's contingent liability to the Company under the
contract, the Company has recorded the estimated $2,000,000 value of the
shares paid to the employee as a receivable from stockholder and classified
the receivable as a component of equity on the accompanying consolidated
balance sheet.
<PAGE> 30
During 1999, plans for the construction project were cancelled so the
Company terminated its participation in the contract. The employee returned
the stock issued to him and the warrants, the promissory note and the note
payable were all cancelled.
In September 1998, the Company borrowed $30,000 from five shareholders
(C.A. Beane, Bruce Withers, Carl Pfeiffer, Maurice Duncan and James Hagen)
totaling $150,000. The notes bear interest at 12% and are due on demand.
Interest expense during 1999 related to these notes was approximately $8,000.
The notes were repaid during 1999.
During the year December 31, 1998, the Company incurred approximately
$160,000 in legal expenses to a law firm that has a partner in the law firm,
Mr. James Hagan, that is also a stockholder and a director of the Company.
At December 31, 1999, $95,105 remains unpaid.
Item 13. Exhibits and Reports on Form 8-K
(a.) Exhibits
None.
(b.) Reports on Form 8-K
None.
<PAGE> 31
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 8th day
of December, 2000.
OASIS OIL CORPORATION
By: /s/ C. A. Beane
----------------
C. A. Beane
President and CEO
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 December 8, 2000
----------------
C. A. Beane
By: /s/ James Hagan Secretary, and Director December 8, 2000
----------------
James Hagan
