<PAGE> 1
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
X Quarterly report pursuant to Section 13 or 15 (d) of the Securities
------
Exchange Act of 1934
For the quarterly period ended March 31, 2000 or
--------------
Transition report under to 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
---------------------
(Exact name of small business issuer as specified in its charter)
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 office & zip code)
(713) 626-3163
-------------------------
(Issuer's telephone number)
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
------- -----
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date:
As of December 1, 2000:
CLASS OF EQUITY OUTSTANDING
---------------------------- ---------
Common Stock, $0.05 par value 6,150,000
Series B Preferred Stock, $1.00 par value 63,694
Transitional Small Business Disclosure Format (check one) Yes No X
----- -----
<PAGE>2
OASIS OIL CORPORATION
INDEX
<TABLE>
<S> <C>
Page
----
PART 1. - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet at March 31, 2000 3
Consolidated Statement of Operations for the three
months Ended March 31, 2000 and 1999 4
Consolidated Statement of Cash Flows for the three
months Ended March 31, 2000 and 1999 5
Condensed Notes to Interim Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6 - 8
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings 8
</TABLE>
<PAGE>3
PART 1 FINANCIAL INFORMATION
Item 1 - Financial Statements
OASIS OIL CORPORATION
CONSOLIDATED BALANCE SHEET
(In thousands of dollars, unaudited)
<TABLE>
<S> <C>
March 31,
2000
---------
ASSETS
CURRENT ASSETS
Cash $ 22
Note receivable - sale of OTMC, current portion 180
Accounts receivable - other 21
Prepaid expenses 3
---------
TOTAL CURRENT ASSETS 226
Property and equipment, net 16
Note receivable - sale of OTMC 362
---------
TOTAL ASSETS $ 604
=========
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Notes payable $ 270
Accounts payable 120
Accrued dividends on preferred stock 260
---------
TOTAL CURRENT LIABILITIES 650
Notes payable, long term portion 280
---------
TOTAL LIABILITIES 930
STOCKHOLDERS' DEFICIT
Preferred Stock, $1 par value, 1,000,000 shares authorized 637
Common Stock, $.05 par value, 50,000,000 shares authorized 308
Additional paid-in capital 378
Current Dividends Payable (22)
Deficit (1,627)
---------
TOTAL STOCKHOLDERS' EQUITY (326)
---------
TOTAL LIABILITIES AND EQUITY $ 604
=========
</TABLE>
<PAGE> 4
OASIS OIL CORPORATION
CONSOLIDATED STATEMENTS OF DISCONTINUED OPERATIONS
(In thousands of dollars, except per share amounts)
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
<TABLE>
<S> <C> <C>
2000 1999
---- ----
Sales $ - $ -
Cost of sales - -
------- -------
Gross margin - -
------- -------
Operating expenses
Selling - -
General and administrative 129 611
------- -------
Total operating expenses 129 611
------- -------
Net operating income (loss) (129) (611)
Other income (expense)
Interest income 7 -
Interest expense (10) (23)
Other - ( 1)
------- -------
Total other expenses, net ( 3) (24)
------- -------
Loss from continuing operations $ (132) $ (635)
Income (loss) from discontinued operations - 586
------- --------
Net loss (132) (49)
======= ========
Income (loss) per share - basic and dilutive:
Continuing operations $ (.02) $ .09
Discontinued operations - (.09)
------- --------
$ (.02) $ .00
======= ========
Weighted average number of common
shares outstanding 6,150,000 7,150,000
========= =========
</TABLE>
<PAGE> 6
OASIS OIL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
<TABLE>
<S> <C> <C>
2000 1999
---- ----
Net cash used in operating activities $ (129) $ (27)
------ ------
Cash flows from investing activities:
Collections on note receivable 106 -
Purchases of fixed assets - ( 6)
Proceeds on the sale of fixed assets 3 -
------ ------
Net cash provided by (used in)
financing activities 109 (6)
Cash flows from financing activities:
Repayments on notes payable - (98)
Current dividends on preferred stock (22) (22)
------ ------
Net cash provided by (used in)
financing activities (22) (120)
------ ------
Net decrease in cash (42) (153)
Cash, beginning of period 64 375
------ ------
Cash, end of period $ 22 $ 222
====== ======
Cash paid during the periods for:
Interest 0 $ 46
Taxes 0 0
</TABLE>
<PAGE> 7
OASIS OIL CORPORATION
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. The accompanying condensed consolidated financial statements
are unaudited, but, in the opinion of management, include all
adjustments (consisting of normal recurring accruals) necessary
for a fair presentation of financial position and results of
operations. Interim results are not necessarily indicative of
results for a full year. The information included in this Form
10-QSB should be read in conjunction with Management's Discussion
and Analysis and Consolidated Financial Statements and notes
thereto included in the Oasis Oil Corporation's 1999 Form 10-KSB.
NOTE 2. The basic net income per common share is computed by dividing the
net income available to common shareholders by the weighted
average number of common shares outstanding.
Diluted net income per common share is computed by dividing the
net income available to common shareholders, adjusted on an as if
converted basis, by the weighted average number of common shares
outstanding plus potential dilutive securities.
Income available to common shareholders was reduced by preferred
stock dividends. There were no potentially dilutive securities.
NOTE 3. Effective March 31, 1999, the Company sold 100% of its ownership in
Oasis Transportation and Marketing Corporation ("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.
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.
<PAGE> 8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
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
The Company had no revenue for the three months ended March 31, 2000 compared
to revenue of $8,083,000 for the three months ended March 31, 1999. The
decrease in revenue is the result of the disposal of OTMC effective March 31,
1999. Since the disposal of OTMC, the Company has had no revenue or operations.
Liquidity and Capital Resources
At March 31, 2000, 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 (10.0% at March 31, 2000), 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
March 31, 2000 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.
<PAGE> 9
Forward Looking Statements
This quarterly report for the quarter ended March 31, 2000 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," "expects," "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 II - OTHER INFORMATION
Item 1. Legal Proceedings.
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.
In 1996, a major customer notified the Company that the Company delivered an
improper product into its pipeline that subsequently damaged its 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.
<PAGE> 10
SIGNATURES
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 thereunto duly authorized.
OASIS OIL CORPORATION
Date: December ____, 2000 /s/ C. A. Beane
-----------------------
C. A. Beane, President
