SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended June 30, 1999 Commission file number 0-9476
OASIS RESORTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 48-0680109
(State of other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89103
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(949) 833-5381
____________
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 Par Value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S- K, is not contained herein and will not 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.
The Registrant's revenues for its most recent fiscal year were $5,400,000.
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 January 31, 1998 was approximately
$6,300,000.
Class Outstanding at January 31, 2000
Common Stock, $.10 par value 15,953,523 shares
Documents Incorporated by Reference:
None
<PAGE>
TABLE OF CONTENTS
PART I
Page
Item 1. Description of Business..............................................1
Item 2. Description of Property..............................................9
Item 3. Legal Proceedings....................................................9
Item 4. Submission of Matters to a Vote of Security-Holders.................10
PART II
Item 5. Market for Common Equity and Related Stockholder Matters............10
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................11
Item 7. Financial Statements................................................15
Item 8. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure.............................15
PART III
Item 9. Directors, Executive Officers, Promoters
and Control Persons; Compliance with
Section 16(a) of the Exchange Act..................................16
Item 10. Executive Compensation..............................................19
Item 11. Security Ownership of Certain Beneficial
Owners and Management............................................. 20
Item 12. Certain Relationships and Related Transactions......................21
PART IV
Item 13. Exhibits and Reports on Form 8-K....................................21
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(a) General
Oasis Resorts International Inc. (the "Company" or "Oasis") was originally
incorporated under the name Flexweight Drillpipe Company in 1958, and became
publicly-held in August 1980. From 1961 through 1985, the Company activities
were limited to the manufacture and sale of oil field equipment. In 1985, the
Company filed for protection from creditors under Chapter 11 of the U.S.
Bankruptcy Court for the District of Kansas.
During the pendency of its reorganization proceedings, the Company
liquidated all of its oil field related assets. The Company filed a Plan of
Reorganization in June 1987, which was approved in February 1988, and resumed,
on a limited scale, its manufacturing operations. During fiscal1995, the Company
discontinued its manufacturing operations and liquidated its remaining assets.
Following the close of fiscal 1995, the Company began evaluating investment
and merger opportunities outside of the manufacturing industry. During fiscal
1995, the Company experienced a change in control and, in the process, adopted a
new strategy to renew operations and grow by acquiring and developing business
interests in the legalized gaming, hotel management and real estate industries.
(b) Business Development
As a result of the change of control in fiscal 1996 and the adoption of a
new business plan and growth strategy in May, 1998, the Company acquired 100%
interest of Oasis Hotel, Resort & Casinos III Inc. ("Oasis III"), which owned
and was in the process of developing a destination resort hotel and casino
gaming property in Oasis, Nevada (the "Oasis III Property"). In October 1998,
the Company acquired the operational and development-stage international hotel
and gaming assets of NuOasis International Inc. ("NuOasis"), a wholly-owned
subsidiary of NuOasis Resorts Inc. ("Resorts"), making NuOasis the Company's
largest single shareholder.
Through subsidiaries the Company now develops, owns interests in, leases,
manages and operates themed hotels, gaming casinos and related operations
worldwide. The Company operates its facilities under two marketing themes:
"Cleopatra Palace" and "Oasis Resorts." The Company's "Cleopatra"-themed
facilities are owned and operated by Cleopatra Palace Resorts and Casinos
Limited, a British corporation ("CPRC"), a 75% owned subsidiary. The Company's
"Oasis"-themed facilities are owned and operated by NuOasis Resorts & Casinos
N.V., a Netherlands Antilles corporation in organization ("NRCNV"), an 80% owned
subsidiary, and Oasis III, a 100%, owned subsidiary. CPRC conducts its
operations through Cleopatra Cap Gammarth Casino Limited, a Tunisian corporation
in organization ("CCGL") and Cleopatra's World Inc., a British Virgin Island
corporation ("Cleopatra's World"), entities which at June 30, 1999, were 90% and
80% owned, respectively.
(c) Description of Business
The Company's business interests are comprised of casino gaming and hotel
management, and to a limited extent, real estate acquisition and development.
The casino gaming and resort hotels, operated and planned for development by the
Company and its subsidiaries, are presently located in the Mediterranean and the
United States, and are Las Vegas-style facilities. Some of the Company's casino
facilities are or will be associated with Company-managed hotel properties.
1
<PAGE>
The Company"s strategy is to acquire existing hotel and casino facilities,
or obtain management contracts, with a view to re-branding the facilities as
"Cleopatra" or "Oasis"-themed properties. The Company's focus and target markets
are growth-stage vacation markets in the Mediterranean, Caribbean, South Pacific
(including certain Asian markets and Pacific Rim islands) and the United States.
The Company also intends to develop "sportsbook" and Internet-based gaming
activities where possible.
In addition to its present activities and interests in Tunisia, North
Africa and the United States, the Company is evaluating several casino and hotel
projects located in Spain, Morocco, and South Korea which it hopes to acquire
outright or on which it intends to obtain management rights.
(1) Gaming and Hotel Management Activities
Domestic Gaming And Hotel Facilities
As a result of the merger in May 1998 of Flex Holdings Inc. ("Flex"),
a wholly-owned subsidiary of the Company, into Oasis III, the Company
acquired theOasis III Property, a 20-acre interest in partially-developed
land located in Oasis, Nevada together with an option to acquire an
additional 30 acres adjacent to the 20-acre parcel. The Oasis III
Property presently contains a 6-unit motel, an eight-pump truck stop, a
cafe and mini-market store and was subdivided from an 1100-acre parcel
originally purchased in December, 1995 by Oasis III from Oasis
International Hotel & Casinos Inc. ("OHIC"), which was at the time of the
transaction, and continues to be, a shareholder of the Company.
The Company intends to develop the Oasis III Property as a 500-room
resort hotel with a 30,000 square-foot Las Vegas style gaming casino with
38 gaming tables, Keno, Sportsbook, and 1,000 slot machines, together with
an entertainment complex with movie theaters, outdoor rodeo facilities,
and bowling alley. The Company is currently evaluating financing
proposals to develop this property.
International Gaming and Hotel Activities
Through the acquisition of CPRC, the Company intends to develop and
expand its casino gaming and resort hotel activities outside of the United
States. The Company believes that international leisure and entertainment
opportunities offer much greater potential, and have far less competition
than domestic market because of the "emerging market" status of many of
the host countries. The Company's goal is to capitalize on the expected
growth in tourism trade and the surge of entertainment spending worldwide,
and to take advantage of certain investment opportunities in emerging
markets which appear to be the greatest beneficiaries of this expected
growth. Prior to and following its acquisition of CPRC, the Company has
been soliciting and evaluating prospects in certain resort hotel and
casino gaming markets in Asia, North Africa, South America, the Caribbean,
and the South Pacific.
CPRC's predecessor, Cleopatra Palace Limited ("CPL"), developed
the concept of resort hotels and Las Vegas style gaming casinos designed
along the theme "Cleopatra Palace," in 1993.
2
<PAGE>
In October 1994, CPL became the lessee of a 200,000 square foot
casino and Las Vegas-style showroom (the "Cap Gammarth Casino") pursuant
to a Casino Lease Agreement and Operating Management Contract (the
"Gammarth Casino Lease") with Societe Animation Loisers Touristique
("SALT"). The Cap Gammarth Casino is part of a large resort development
located in Tunisia, North Africa, in the town of Gammarth, approximately
6 miles north of the city of Tunis, the country's capital. In conjunction
with this casino, an affiliate of SALT, Societe Touristique Tunisie
Golfe ("STTG"), partially constructed a five-star hotel (the "Le
Palace Hotel"), is currently attempting to complete construction on an
adjacent health and sports center, a beach club, a 54-unit shopping mall
and 250 apartments, all located within walking distance to the Cap
Gammarth Casino (collectively, the "Gammarth Resort"). The Gammarth
Casino Lease was subsequently assigned by CPL to Cleopatra's World who
serves as the operator of the Gammarth Resort.
In 1996, CPL deposited approximately $2,000,000 with SALT as a lease
deposit on the Cap Gammarth Casino. In April 1998, CPL converted the Cap
Gammarth Casino lease deposit to a 20% equity ownership in SALT.
After a long history of missed completion dates set by STTG,
Cleopatra's World opened the Le Palace Hotel in October 1996 with only 100
of 350 total rooms ready for occupancy, and without any of the other
resort facilities. Through internally operated cash flow and working
capital provided by NuOasis, Cleopatra's World completed the Le Palace
Hotel and marketed the facility since its opening. And, while the balance
of the resort remained unfinished at June 30, 1999, the Le Palace Hotel
has been actively managed and marketed by Cleopatra's World with
steadily increasing annual room rental rates and revenues.
In October 1994, in a separate transaction, CPL entered into an
agreement to lease and operate a casino and French-style cabaret in
Hammamet, Tunisia (the "Hammamet Casino"). The Hammamet Casino was
completed in the first half of calendar 1997 and opened December 6, 1997.
Adjoining the Hammamet Casino is a five-star hotel and villa resort (the
"Hammamet Hotel") which was completed and opened in September 1996, and is
operated by the Occidental Group. The Hammamet Hotel is one of forty-five
(45) hotels planned or currently under construction in south Hammamet as
part of a Tunisian government-sponsored expansion of the Hammamet resort
area. When completed, these additional hotels are expected to provide up
to thirty-eight thousand (38,000) additional beds for the Hammamet area.
Both the Hammamet Casino and Hammamet Hotel are situated within walking
distance of other hotels, with approximately eighteen hundred (1,800)
beds.
CPRC financed the completion and opening of the Hammamet Casino
through loans from NuOasis and financing from Cedric Investment Company
Inc., a Panamanian corporation ("Cedric"). To finance the remaining
expenditures on the Cap Gammarth Casino, CPRC has been negotiating
possible joint ventures with foreign banks and investment groups, and
attempting early collection of its receivables.
3
<PAGE>
Between 1996 and 1999, CPL and other related CPRC subsidiaries,
increased their interest in Cleopatra's World and entered into Letters of
Intent and contracts to acquire additional proposed and existing resort
hotel and casino gaming interests in the Mediterranean and Southern Europe.
On July 7, 1996 CPL entered into an agreement between Compagnie
Monastirienne Immobiliere et Touristique S.A. ("CMI") to take over and
operate a casino in Monastir, Tunisia (the "Monastir Casino Lease");
it entered into an agreement with CMI dated July 7, 1996 to take over and
operate a resort hotel in Monastir, Tunisia (the "Monastir Hotel Lease");
it entered into an agreement in principle to lease an existing potential
casino site and to acquire a gaming license in Morocco (the "Morocco
Project"); and, it entered into an agreement to acquire certain real
property interests in San Roque, Spain and the gaming license related to a
casino under construction in Marbella, Spain (the "Marbella Casino").
However, June 30, 1999, none of the properties under contract or
agreements in principle have been acquired by the Company or any of its
subsidiaries.
(2) Real Estate Activities
The Company did not have any real estate operations during fiscal
1998 or fiscal 1999.
(d) Marketing
(1) Gaming and Hotel Management
Domestic Gaming
The Company did not have any domestic gaming activities in
fiscal 1998 and fiscal 1999 and did not utilize or rely upon any marketing
for domestic gaming activities in fiscal 1998.
International Casino Gaming and Hotel Management
The Company's current International activities are located in
North Africa, but the Company intends to enter the European and Caribbean
markets beginning in fiscal 2000.
The Company's marketing strategy is to target past and repeat
middle-market, value-oriented visitors to its facilities by systematic
marketing programs directed to the individual visitors and to the tour
operators who have historically promoted and booked the tours to the
respective areas in the past. The Company uses general marketing
approaches to attract first time customers to its casinos by advertising
its slot player club program, popular entertainment and other promotions.
Once customers enter the Company's casinos, the Company attempts to
capture the name and playing level of each slot machine and table
game player.
The Company uses this information to follow up promotions. The
Company believes that utilizing the "Cleopatra" name in the Mediterranean
area, and the proposed "Oasis" theme in other areas, combined with
personalized database driven marketing programs, will create a strong
brand image synonymous with quality casino gaming and hotel facilities,
service and food. With respect to its existing hotel and casino gaming
activities in Tunisia, the Company is currently working with the Tunisian
government and local organizations with the goal of promoting the areas to
increase the number of tourists.
4
<PAGE>
As the markets surrounding the Company's current and future hotel
and casino facilities continue to mature, it intends to expand its focus
to other markets in the respective regions. The Company has utilized and
intends to continuously monitor the effectiveness of direct mail,
television advertising, newspapers, billboards and tourist magazine
advertising placed in the surrounding areas to increase the visibility of
the Company's facilities and to promote the image that these facilities
are part of the history and romance of the region of the past. Management
believes that the advent of Las Vegas-style casino gaming in the
Mediterranean area will increase the current length of a tourist's stay as
well as increase the number of tourists into its market areas.
(e) Raw Materials
The Company's casino gaming and hotel management, and its related
real estate acquisition and development activities, are not manufacturing-
based businesses and, therefore, do not rely on raw materials.
(f) Patents, Trademarks and Licenses
The Company's proposed gaming activities do not require patents or
trademarks, and the Company does not intend to rely on patents or
trademarks. The operations of the proposed gaming casinos and resort
hotel properties will depend on and be subject to gaming licenses and
permits from their respective jurisdictions.
(g) Seasonality
The Company's domestic gaming activities were non-operational in
fiscal 1998 and fiscal 1999. The Company's international casino gaming
and hotel management activities are seasonal and are strongly affected by
weather and other factors that influence the tourist trade in Tunisia.
Higher revenues are typically realized from the Company's current
operations in North Africa during the late spring, summer and early fall
months. Additionally, due to their location on the southern Mediterranean
coast, tourist traffic can be especially adversely affected by severe
weather.
(h) Customer Dependence
The Company's domestic gaming activities were in the development
stage during fiscal 1998 and fiscal 1999; its international casino gaming
and hotel management activities, except for one Tunisian casino and its
Tunisian hotel management operations, were also development stage and,
therefore, not subject to customer dependence. The Company's resort hotel
operations are solely dependent upon Tunisian tourism and the Company's
ability to attract foreign visitors to its Tunisian operations; two
Tunisian gaming segments remained under development at the close of fiscal
1999.
(i) Backlog of Orders
The Company's domestic gaming, international gaming and hotel
management, and real estate subsidiaries were not subject to the type of
business activities which would give rise to "orders."
5
<PAGE>
(j) Government Contracts
None of the Company's industry segment activities involved government
contracts in fiscal 1998 or fiscal 1999.
(k) Competition
Gaming and Hotel Management Activities
Domestic Gaming
The Company did not have any domestic gaming activities in fiscal
1998 or fiscal 1999 and, therefore, was not subject to competition.
International Gaming and Hotel Management Activities
The Company competes with other gaming companies for opportunities to
manage casino gaming and hotel management activities in emerging
international gaming jurisdictions. The Company expects many competitors
to enter new international jurisdictions that authorize gaming, some of
whom may have more personnel and greater financial and other resources
than the Company or its subsidiaries.
Further expansion of international legalized gaming in the markets
where the Company is active or proposes to become active could also
significantly and adversely affect its proposed gaming activities. In
particular, the expansion of casino gaming in or near any geographic area
where the Company is active, or in pursuit of a gaming license or rights
to manage casino gaming activities, may diminish or otherwise detract
from the activities of the Company or its subsidiaries.
In this regard, the Company believes that its gaming markets are
extremely competitive and expects them to become even more competitive as
the number of gaming and other entertainment establishments increases.
Such competition is growing in the Mediterranean market and the Company
also competes with gaming facilities worldwide. It is also possible that
substantial competition could cause the supply of casino gaming
facilities to exceed the demand for casino gaming.
Additionally, many of the Company's competitors have more casino
gaming industry experience, larger operations or significantly greater
financial and other resources than the Company. Given these factors it is
possible that substantial competition could have a material adverse effect
on the Company's future results of operations.
(3) Real Estate Activities
Real estate investments through June 30, 1999 consisted solely of the
Oasis III Property, which was undeveloped at the close of fiscal 1999 and,
therefore, competition as it relates to real estate activities is not
applicable.
6
<PAGE>
(l) Research and Development
The Company's business strategy is to acquire or obtain management
contracts on upscale hotels, resorts and gaming casinos and to renovate
(where necessary) and re-brand in growth-stage vacation markets in the
Mediterranean, Caribbean, South Pacific (including certain Asian markets
and Pacific Rim islands) and the United States. The Company also intends
to develop "sportsbook" and Internet-based gaming opportunities where
possible.
(m) Government Regulation
(1) Gaming and Hotel Management Activities
Domestic Gaming
The Company did not have any domestic gaming activities during
fiscal 1998 or fiscal 1999 and, therefore, was not subject to government
regulation.
International Casino Gaming and Hotel Management Activities
The Company's international operations are generally dependent
on the continued licenseability, qualification and operations of the
Company or the subsidiaries and/or that hold the requisite licenses or
permits in the jurisdictions where it conducts or proposes to conduct
gaming and hotel management activities. Generally, such operations are
Reviewed periodically by local, state and/or federal governmental
authorities. In addition, in most jurisdictions, the Company's directors
and many of the employees of casinos and hotels are often required to be
Approved. The failure of the Company or any of its key personnel to
obtain or retain a license or a permit in a particular jurisdiction could
have a material adverse effect on the Company's ability to continue or
expand its casino gaming and/or hotel management operations, or to obtain
or retain licenses or permits in other jurisdictions. In addition, any
regulations adopted by the local, state and/or federal governmental
authorities, the legislatures or any governmental authority in
jurisdictions in which the Company intends to have casino gaming and/or
hotel management operations, may materially adversely affect its
operations.
At the close of fiscal 1999, the Company's only international
casino gaming and hotel management investments were in Tunisia, North
Africa. Under Tunisian law, casino gaming is closely supervised and
monitored through the use of on-site government representatives and strict
published operating procedures. The process through which a company
obtains a license to conduct casino gaming in Tunisia is similar to that
of many of the various states in the U.S. which have recently adopted
legalized gaming statutes, involving background checks, personal
interviews and the discretionary right of the government body overseeing
gaming activities to deny or withdraw a license to any applicant.
The Tunisian government has approved the Company's management
for gaming licenses at the Cap Gammarth Casino and the Hammamet Casino.
7
<PAGE>
(2) Real Estate Activities
The Company did not have any real estate development activities in
fiscal 1998 or fiscal 1999 and, therefore, was not subject to government
regulation.
(n) Compliance With Environmental Laws
Compliance with United States federal, state and local provisions
regulating the discharge of materials into the environment or otherwise
relating to the protection of the environment has no material effect on
the capital expenditures, earnings and competitive position and operations
of the Company's casino gaming and hotel management activities.
(o) Employees
(p) Forward Looking Statements
The statements contained herein include forward-looking statements
based on management's current expectations of the Company's future
performance. Predictions relating to future performance are inherently
uncertain and subject to a number of risks. Consequently, the Company's
actual results could differ materially from the expectations expressed
in this Report. Factors that could cause the Company's actual results to
differ materially from the expected results include, among other things:
increases in the number and the intensely competitive nature of
competitors in the markets in which the Company operates; the seasonality
of the hotel and casino gaming industry in certain markets in which the
Company operates; the susceptibility of the Company's operating results
to adverse weather conditions and natural disasters; the availability
of sufficient capital to finance the Company's business plan on terms
satisfactory to the Company; the risk that jurisdictions in which the
Company proposes to operate hotels or casinos rescind or fail to enact
legislation permitting casino gaming or do not enact such legislation in
a timely manner; changes in governmental regulations governing the
Company's activities; changes in labor, equipment and capital costs;
the ability of the Company to consummate contemplated joint ventures
and acquisitions on terms satisfactory to the Company, and to obtain
necessary regulatory approvals therefor; and other risks detailed in the
Company's filings with the Securities and Exchange Commission ("SEC").
Additionally, all statements contained herein that are not historical
facts, including but not limited to statements regarding the Company's
current business strategy, the Company's prospective joint ventures, asset
sales and expansions of existing projects, and the Company's plans for
future development and operations, are based upon current expectations.
In addition to being forward- looking in nature, these statements involve
a number of risks and uncertainties. Generally, the words "anticipates,"
"believes," "estimates," "expects," and similar expressions as they relate
to the Company and its management are intended to identify forward-looking
statements. The Company wishes to caution readers not to place undue
reliance on any such forward-looking statements, which statements are made
pursuant to the Private Litigation Reform Act of 1995 and, as such, speak
only as of the date made.
8
<PAGE>
(q) Year 2000 Issues
Many computers systems today may be unable to interpret data
correctly after December 31, 1999 because they allow only two digits to
indicate the year in a date. The Company and its subsidiaries have been
engaged in assessing this Year 2000 issue as it relates to their
businesses, including their electronic interactions with banks, vendors,
customers, and others. This project along with developing and
implementing solutions to the year 2000 issue has been completed and
management has concluded that the impact of the Year 2000 issue on its
complete systems will not have a material impact on the Company's
consolidated financial results or position. The Company's consolidated
financial results could be adversely affected if one or more of the
companies in which it has material investments were materially adversely
affected by the Year 2000 issue.
ITEM 2. DESCRIPTION OF PROPERTY.
(a) Corporate Headquarters
The Company currently leases space and maintains its executive office
at 3753 Howard Hughes Parkway, Las Vegas, Nevada. From May 1998 to
December 31, 1998, the Company was provided office space at the office of
its President in Wendover, Nevada.
(b) Gaming and Hotel Management Facilities
Domestic Gaming
At the close of fiscal 1999, the Company did not own any domestic
real property interests related to its proposed hotel and casino gaming
activities, nor did it have any domestic casinos or hotel management
activities subject to lease obligations.
International Gaming and Hotel Management Facilities
At the close of fiscal 1999, the Company, through its subsidiaries,
was a lessee under three (3) lease agreements related to the Cap Gammarth
Casino, the Gammarth Resort, and Hammamet Casino in Tunisia. Due to its
position as a lessee, neither the Company or its subsidiaries owned any
real or personal property.
(c) Real Estate Activities
The Company did not have any domestic real estate operations at the
close of fiscal 1998 or fiscal 1999.
ITEM 3. LEGAL PROCEEDINGS.
The Company settled, or had agreements to settle all material
litigation where it was a defendant at the close of fiscal 1999 and
knows of no material threatened legal proceedings, other than ordinary
routine litigation incidental to its business; provided however that one
of the Company's indirect subsidiaries, Cleopatr's World, became a party
to an arbitration and during fiscal 1998, STTG, the developer/owner of
the Gammarth Resort, and this arbitration remained open at June 30, 1999.
On July 13, 1998 Resorts filed a civil complaint for damages in
the U.S. District Court, District of Nevada against SALT and several other
defendants. On July 2, 1999 the District Court adjudged and decreed
9
<PAGE>
compensatory damages in the amount of $292 Million plus interest and $10
Million in punitive damages (the "SALT Agreement"). The SALT Judgment
affects the Cap Gammarth Casino and is expected to result in the
Company forecloding on the interest of SALT and the individual defendants
equity ownership of SALT. CPRC's management currently has instituted
proceeding in Tunisia to collect upon its money judgement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
During fiscal 1998, on April 8, 1998 (the"fiscal 98 Meeting"),
there was a special meeting of the Company's shareholders at which:
(a) Ms. Tammy Gehring, Mr. Cliff Halling, and Ms. Bonnie Jean C.
Tippetts were elected to serve as the directors of the Company;
(b) the shareholders approved an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of the Company's
$0.10 par value common stock from 5,000,000 shares to 25,000,000 shares;
(c) the shareholders approved a 1-for-100 reverse stock split of the
Company's issued and outstanding common stock; (d) the shareholders
approved the selection of Jones, Jensen & Company as the Company's
independent auditors for the fiscal year ended August 31, 1998
(subsequently changed to June 30, 1998).
The Company's Board of Directors, at the time of the fiscal 98
Meeting, recommended in the Proxy Statement that shareholders vote for
each of the proposals presented. No solicitation in opposition to
management's nominees was received prior to, nor presented at the meeting,
and all of the proposals were passed by margins of at least 89% of the
shares represented at the meeting, and all of the proposals were
passed by margins of at least 89% of the shares represented at the meeting.
During fiscal 1999, on October 19, 1999 (the "fiscal 99 Meeting"),
there was a special meeting of the Company's shareholders at which the
Company's shareholders approved an Agreement of Merger with Oasis Resorts
International, Inc., a Nevada corporation ("Oasis") to implement a
reincorporation of the company known as Flexweight Corporation in the
state of Nevada. Oasis was incorporated by the company known as
Flexweight Corporation specifically for the purpose of implementing the
reincorporation. Oasis had no assets or liabilities. As a result of the
reincorporation, the name of the Company was changed to Oasis Resorts
International, Inc. and all the assets and liabilities of the company
known as Flexweight Corporation became the assets and liabilities of
Oasis, and each share of $.10 par value common stock for one (1) share
of preferred stock in the company known as Flexweight Corporation was
exchanged for one (1) share of common stock and one (1) share of preferred
stock of preferred stock in Oasis.
The Company's Board of Directors, at the time of the fiscal 99
Meeting, recommended in the Proxy Statement that shareholders vote in
favor of each of the proposal's presented. No solicitation in opposition
to managemen's recommendations was received prior to or at the meeting,
and all of the proposals were passed by margins of at least 67% of the
shares represented at the meeting.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) Market Information
Through November 1998, the Company's common stock was traded through
the NASDAQ Over-the-Counter Electronic Bulletin Board system under the
symbol "FXWA." Since November 1998, the Company's shares have traded on
the NASDAQ Electronic Bulletin Board system under the symbol "OAIS."
The range of high and low "bid" quotations for the Company's common
stock for the last two fiscal years as reported by NASDAQ OTC Bulletin
Board are provided below. These over-the-counter market quotations
reflect inter-dealer prices without retail markup, markdown or commissions
and may not necessarily represent actual transactions.
10
<PAGE>
Bid Price of Common Stock
Fiscal 1999 High Low
Quarter ended 06/30/99 $2.01 $.50
Quarter ended 03/31/99 $6.75 $.63
Quarter ended 12/31/98 $7.25 $5.25
Quarter ended 09/30/98 $9.50 $5.25
Fiscal 1998 High Low
Quarter ended 06/30/98 $7.25 $3.64
Quarter ended 03/31/98 $.01 $.01
Quarter ended 12/31/97 $.01 $.01
Quarter ended 09/30/97 $.01 $.01
(b) Holders
The Company had approximately 722 holders of record of its single
class of equity securities at June 30, 1999. This approximate number of
record holders of common stock does not include an unknown number of
beneficial holders whose shares are registered in "street name."
(c) Dividends
The Company has not paid any cash dividends with respect to its
common stock since its inception. No cash or property dividends were
paid or declared during fiscal 1998 or fiscal 1999. At the close of
fiscal 1999, the Board of Directors of the Company had not approved a
dividend distribution policy, however, there are no contractual
restrictions on the Company's present or future ability to pay dividends.
ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(a) Forward Looking Statements
EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS
DISCUSSED IN THIS FORM 10-KSB ARE FORWARD-LOOKING STATEMENTS THAT ARE
SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY FROM THOSE SET FORTH IN SUCH FORWARD LOOKING
STATEMENTS. SUCH RISKS AND UNCERTAINTIES INCLUDE, WITHOUT LIMITATION, THE
COMPANY'S DEPENDENCE ON THE TIMELY DEVELOPMENT, INTRODUCTION AND
CUSTOMER ACCEPTANCE OF SERVICES AND PRODUCTS, THE IMPACT OF COMPETITION
AND DOWNWARD PRICING PRESSURES, THE ABILITY OF THE COMPANY TO REDUCE ITS
OPERATING EXPENSES AND RAISE ANY NEEDED CAPITAL AND THE EFFECT OF CHANGING
ECONOMIC CONDITIONS.
11
<PAGE>
(b) Significant Events During the Fiscal Year Ended June 30, 1999 and 1998
On May 1, 1998, OASIS, an inactive corporation registered with the
Securities and Exchange Commission (the "SEC"), merged with Oasis III,
which held assets representing 20 acres of partially-developed land in
Oasis, Nevada. In connection with the merger, OASIS issued 3,010,000
shares of common stock to the shareholders of Oasis III to acquire 100%
of the issued and outstanding common stock of Oasis III. In addition, the
Company issued the shareholders of Oasis III 1,000,000 shares of Oasis
common stock in connection with the real estate agreement dated April 9,
1998. Upon the close of the merger, the shareholders of OASIS retained
749,581 shares of common stock. Upon the close of the merger, the
shareholders of Oasis III retained approximately 80% of the issued and
outstanding common stock of OASIS.
On October 19, 1998, the Company reincorporated in Nevada and changed
the name of the Company from Flexweight Corporation to Oasis Resorts
International, Inc. to better reflect its new corporate direction.
Management of the Company formed CPRC, a United Kingdom company, ("CPRC")
and entered into an exchange agreement with NuOasis International, Inc.
("NuOasis"), a wholly-owned subsidiary of NuOasis Resorts, Inc.
("Resorts"). CPRC acquired all of the equity interest owned by NuOasis in
Cleopatra Cap Gammarth, Limited (which operates the casino Cleopatra Cap
Gammarth), a right to re-acquire an interest in Cleopatra Hammamet Limited
(which operates the casino Cleopatra Hammamet Casino) and Cleopatra's
World, Inc. (which operates the Le Palace Hotel & Resort at Cap Gammarth).
All of the properties are located in Tunisia.
In October 1998, the Company entered into an Asset Purchase Agreement
with NuOasis which resulted in the Company acquiring 75% of CPRC and
eighty percent (80%) equity interest of NRCNV. The consideration for the
purchase of CPRC and NRCNV consisted of shares of the Company's common
stock (the "Oasis Stock"), warrants to purchase shares of the Company's
common stock (the "Oasis Warrants") and promissory notes issued by the
Company (the "Oasis Notes").
(c) Going Concern
The Company's working capital resources during the years ended June
30, 1999 and 1998 were provided by utilizing the cash on hand and from
the operations of the Le Palace Hotel. The Company has experienced
recurring net losses, has limited liquid resources, negative working
capital. Management's intent is to continue searching for additional
sources of capital and, in the case of NuOasis International, new casino
gaming and hotel management opportunities. In the interim, the Company
intends to continue operating with minimal overhead and key administrative
functions provided by consultants who are compensated in the form of the
Company's common stock. It is estimated, based upon its historical
operating expenses and current obligations, that the Company may need
to utilize its common stock for future financial support to finance its
needs during fiscal 2000. Accordingly, the accompanying consolidated
financial statements have been presented under the assumption the Company
will continue as a going concern.
(d) Liquidity and Capital Resources
A comparison of working capital, cash and cash equivalents and
current ratios for the past two fiscal years are reflected in the
following table:
12
<PAGE>
June 30, 1999 June 30, 1998
Working Capital (Deficit) $ (6,704,727) $ (5,169,307)
Cash and Cash Equivalents $ 54,014 $ 104,454
Current Ratio .27 .26
The most significant effects on working capital and its components
during fiscal 1999 were the operations of the LePalace, the continued
accrual of rent on the LePalace Hotel as well as general administrative
expenses, legal and professional advisory fees, and the acquisition of a
controlling interest of CPRC and its subsidiaries.
The Company's current plan for growth is to increase its working
capital by arranging debt and equity financing to finance the activities
of its subsidiaries and for future acquisitions. Additionally, the
Company anticipates receiving a distribution of net operating revenues
from its hotel management activities and its proposed international
casino gaming activities beginning in fiscal 2000 or its fiscal year ended
June 30, 2001 ("fiscal 2001"). However, the Hammamet Casino and the
Gammarth Resort have been in operation for more than one (1) year, but
neither has yet been able to generate positive cash flows and there are no
assurances that these properties will be able to generate positive cash
flow, or that the Cap Gammarth Casino will open or generate positive cash
flow. As of the close of fiscal 1999, the Company's sole operations were
derived from its hotel management subsidiary and, therefore, there is
considerable risk that the Company will not have adequate working capital
to sustain its current status or that the Company or its subsidiaries
may not be able to secure the required debt or equity financing to
complete their proposed projects on a timely basis. In such event the
Company or its subsidiaries may be forced to sell all or certain projects,
or contribute them to a third party on terms which would preclude the
Company from realizing significant future benefit, or any benefit at all
from the projects. The Company may also need to issue additional shares
of its common stock to pay for services incurred, to generate working
capital for the development and current operations of its subsidiaries,
or to continue to sustain itself.
(e) Capital Expenditures
General
The Company has no commitments for material capital expenditures;
however, the Company's subsidiaries, CPRC and Oasis III, are seeking
financing commitments in the aggregate amount of $100 Million to
complete their various properties.
As to any future projects undertaken by the Company, additional
project financing will be required. Capital investments may include all
or some of the following: acquisition and development of land,
acquisition of leasehold investments and contract rights, and construction
of other facilities. In connection with development activities relating
to potential acquisitions or new jurisdictions, the Company also makes
expenditures for professional services which are expenses as incurred.
The Company's financing requirements depend upon actual development costs,
the amounts and timing of such expenditures, the amount of available cash
flow from operations and the availability of other financing arrangements
including selling equity securities and selling or borrowing against
assets (including current facilities). The Company may also consider
strategic combinations or alliances. Although there can be no assurance
that the Company can effectuate any of the financing strategies discussed
above, the Company believes that if it determines to seek any additional
licenses to operate gaming or permits to conduct hotel operations in other
jurisdictions it will be able to raise sufficient capital to pursue its
strategic plan.
13
<PAGE>
If for any reason, any of the Company's subsidiaries' joint ventures
or projects are unable to borrow or otherwise meet their commitments under
current agreements to provide the furniture, fixtures, equipment and
working capital to acquire, develop and operate future casino gaming and
hotel management projects, the Company may be required to intercede and
provide the requisite financing and working capital, or be forced to sell
all or a portion of the respective interests, or lose the respective
rights to the projects and properties entirely.
Cap Gammarth Casino
At June 30, 1999, the Cap Gammarth Casino had approximately
$1,000,000 remaining to be paid as security deposits and advance rent
before the Company could take possession and open the faculty.
Additionally, there was approximately $6,000,000 remaining to be paid for
furniture, fixtures and equipment, bankroll and pre-opening costs for
the casino.
To finance the remaining expenditures on the Cap Gammarth Casino, the
Company has been negotiating debt financing and possible joint ventures
with foreign banks and investment groups.
Gammarth Resort
During fiscal 1998, Cleopatr's World made a partial payment on the
lease on the Gammarth Resort and, simultaneously, filed a request for
arbitration in its dispute with the developer, STTG, claiming that
STTG had breached the terms of the underlying lease by not completing for
occupancy, on a timely basis, the Le Palace Hotel, the shopping arcade,
the health club or the beach club comprising the resort in accordance
with the terms of the lease, causing Cleopatra's World significant loss of
revenue and profits. The matter was removed from the arbitration calendar
by mutual agreement between the parties, however, in fiscal 1999, the
matter was put back on the arbitration calendar and subsequent to the
close of fiscal 1999, in December 1999, the arbitration board awarded
Cleopatra's World damages of approximately $2,500,000 to offset against
the past due rent. The arbitration board did not address the issue of the
reduction of rent due to STTG as a result of the resort not being
completed and Cleopatra's World has requested arbitration in France to
have the rent issue decided.
(f) Cash Flows
Cash used by operating activities was $191,000 for the year ended
June 30, 1999 as compared to cash provided by operations of $154,000
for the comparable period last year. The decrease is primarily
attributable to assets written off or impaired in fiscal 1998.
Cash used by investing activities was $241,000 and $758,000 for the
years ended June 30, 1999 and 1998, respectively. During fiscal 1999 the
Company purchased equipment and during fiscal 1998 the Company made
certain advances.
No cash was used by financing activities in fiscal 1998, however in
fiscal 1998, $352,000 was provided net by capital contributions after
repayment of short term bank debt.
14
<PAGE>
(g) Results of Operations
Year Ended June 30, 1999 Compared to Year Ended June 30, 1998.
The Company's total revenues for the year ended June 30, 1999 were
$5.4 million as compared to $5.3 million for the year ended June 30, 1998.
These revenues were entirely derived from the operations of the LePalace
Hotel. To date, the hotel has not been able to realize its potential due
to the failure of the developer to complete certain amenities at the
hotel, the Cap Gammarth Casino and the surrounding properties associated
with the complex. Occupancy rates have been in the 35% to 45% range
during the summer months and 10% to 18% during the winter months.
Total cost of revenues were $6.3 million in fiscal 1999 as compared
to $6.7 million in fiscal 1998. The decrease is due to a reduction in the
anticipated levels of operation due to the developer not completing
the adjoining properties in the Cap Gammath complex. Selling, general and
administrative costs decreased $184,000 for the same reasons.
In fiscal 1999 and 1998, the Company recorded impairments of
long-lived assets of $8.4 million and $3.2 million, respectively. As of
June 30, 1999, management believed that the goodwill generated by the
reverse acquisition was impaired, and accordingly, the Company charged
operations $8.4 million. In 1998, management determined that its
investment in the Cleopatra Cap Gammarth casino and its Club Hammamet
receivable was impaired, and accordingly, they recorded a provision
totaling approximately $3.2 million.
As a result of change in stock ownership which occurred in fiscal
1999, the Company's use of its net operating loss carry forwards may be
limited by Section 382 of the Internal Revenue Code until such net
operating loss carry forwards expire.
ITEM 7. FINANCIAL STATEMENTS.
The financial statements are filed as a part of this Annual Report
on Form 10-KSB commencing on page F-1 attached hereto.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
During fiscal 1999, in connection with the restructuring of the
Company, the Board of Directors, decided to replace Jones, Jensen &
Company as the independent accountants for the Company with the accounting
firm of McKennon, Wilson & Morgan. Jones, Jensen & Company previously issued a
report dated November 11, 1997. The report noted that the Company was a
development stage company and had no operating capital which raises significant
doubt about the ability of the Company to continue as a going concern. Other
than the Company's ability to continue as a going concern, the report did not
contain any adverse opinion or disclaimer of opinion, or any qualification as
to uncertainty, audit scope or accounting principles. Such report subsequent
to issuance has not been modified by Jones, Jensen & Company. There were no
disagreements with Jones, Jensen & Company on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure during the two year period prior covered by their report and
subsequently through February 22, 2000.
15
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
(a) Identification of Directors and Executive Officers.
The Company, pursuant to its Bylaws is authorized to maintain executive
officers as needed, but not less than three (3) and not more than nine (9)
members on its Board of Directors. The directors and officers for fiscal 1998
and fiscal 1999 were as follows:
Name Age Position Period Served as Director
Walt Sanders 53 President, Flexweight May 1, 1998 to present
Corporation and Director
Charles R. Longson 56 Director May 1, 1998 to present
Richard O. Weed 35 Director October 1, 1998 to present
Jon L. Lawver 60 Director October 1, 1998 to present
All directors of the Company hold office until the next annual meeting of
shareholders and until their successors have been elected and qualified.
Vacancies in the Board of Directors are filled by the remaining members of the
Board until the next annual meeting of shareholders. The officers of the
Company are elected by the Board of Directors at its first meeting after each
annual meeting of the Company's shareholders and serve at the discretion of the
Board of Directors or until their earlier resignation or death.
(b) Business Experience
The following is a brief account of the business experience during the
past five years of each director, director nominee and executive officer of the
Company, and the members of its Advisory Board, including principal occupations
and employment during that period and the name and principal business of any
corporation or other organization in which such occupation and employment were
carried on.
Walter Sanders. Walter Sanders was appointed CEO, President and Director
of the Company on May 1, 1998. Mr. Sanders is currently the Mayor of the City
of West Wendover, Nevada and the President of Nevlink Enterprises, Inc. a
construction company ("Nevlink"). Mr. Sanders' construction experience
includes the development of both commercial and residential projects primarily
in the western region of the United States. Mr. Sanders, through his role as
President of Nevlink, is currently focusing on the development of casinos,
hotels, golf courses, housing projects and large public works projects. Mr.
Sanders has a wide range of skills in engineering, design and surveying. Mr.
Sanders' experience also includes a substantial role in the development of
several casinos located in Wendover, Nevada including: Nevada Crossing Hotel
and Casino, State Line Hotel and Casino, Peppermill Hotel and Casino and
several other casinos.
Charles R. Longson. Charles R. Longson was appointed Vice-President and
Director of the Company on May 1, 1998. Mr. Longson has been the general
manager of the Silver Smith Casino and Resort in Wendover, Nevada since 1979.
His experience includes over 26 years in developing and managing large
16
<PAGE>
gaming resorts. Mr. Longson specializes in start-up construction, including:
design, development, floor layouts and operations and personnel.
Richard O. Weed. Richard O. Weed (Director), 37, is Managing
Director/Special Projects with Weed & Co. L.P. in Newport Beach, California.
Weed & Co. provides advice on capital formation, business strategy and legal
matters on a special project basis. Mr. Weed is known for using analytical
firepower, creative problem solving and resourceful implementation to assist
clients. Mr. Weed's abilities are the result of his association with prominent
law firms in California and Texas and graduate business education. Mr.
Weed received a Master of Business Administration - International Management
in 1992 from the University of Southern California, Juris Doctor in 1987 from
St. Mary's University School of Law, and Bachelor of Business Administration -
International Business in 1984 from The University of Texas at Austin. Mr. Weed
is a member of the State Bar of California and State Bar of Texas.
Jon L. Lawver. Mr. Jon L. Lawver has been Secretary and a Director of the
Company since October. Mr. Lawver has twenty-two (22) years of experience in
the area of bank financing where he has assisted medium size companies by
providing expertise in documentation preparation and locating financing
for expansion requirements. Mr. Lawver was with Bank of America from 1961 to
1970, ending his employment as Vice President and Manager of one of its
branches. From 1970 to present Mr. Lawver has served as President and a
Director of J.L. Lawver Corp., a financial consulting firm ("Lawver Corp.").
Since1988, as President and a Director of Eurasia Inc., a private finance
equipment leasing company.
(c) Identification of Certain Significant Employees and Consultants
In fiscal 1997, the Company entered into a Consulting Agreement with AZ
Professional Consultants Inc. ("AZ") pursuant to which the Company agreed to
engage AZ to provide certain services related to the day-to-day management
record keeping and regulatory reporting requirements of the company, the ("AZ
Agreement"). The AZ Agreement had a term of one (1) year and expired on
February 28, 1997. During the term of the AZ Agreement, the Company issued to
AZ, as consideration for the services provided by AZ, approximately nine
hundred thousand (900,000) shares of its common stock.
On June, 1998, the Company entered into consulting agreements with Mr.
Kurtz, doing business as Park Street (the "Park Street Agreement"). Pursuant
to the Park Street Agreement, the Company agreed to pay Mr. Kurtz twenty
thousand (20,000) shares of its common stock each month for the term of the
subject agreement and further compensate Park Street for the introduction of
businesses which are acquired by the Company.
During fiscal 1998, the Company entered into an Exchange Agreement with
NuOasis pursuant to which the Company issued one million (1,000,000) shares of
its common stock to NuOasis in exchange for Three Million Two Hundred Fifty
Thousand (3,250,000) shares of common stock of Resorts owned by NuOasis.
As part of the transaction, the Company also granted NuOasis an Option to
purchase an additional Two Hundred Fifty Thousand (250,000) shares of its
common stock (the "NuOasis Option"). At June 30, 1999, NuOasis had not
exercised the NuOasis Option.
During fiscal 1999, the Company entered into two (2) consulting
agreements, one with Hudson Consulting Group Inc. ("Hudson") on July 18, 1998,
as amended September 15, 1998 (the "Hudson Agreement") and another with NuVen
Advisors Limited Partnership, successor to NuVen Advisors Inc. ("NuVen") on
July 18, 1999 (the "NuVen Agreement"). Pursuant to the Hudson Agreement the
Company agreed to pay Hudson certain performance based fees upon the merger
with or acquisition of a business introduced by Hudson, and to pay Hudson
fifteen thousand (15,000) shares of its common stock each month for the term
of the subject agreement. Following the purchase of the assets of NuOasis
17
<PAGE>
in October 1998, the Company issued 1,500,000 shares of its common stock to
Hudson as its fee for identifying and assisting in the closing of the
transaction. The Hudson Agreement had a term of one (1) year and expired on
January 1, 1999.
Pursuant to the NuVen Agreement, the Company agreed to retain NuVen to
assist it in identifying and effecting the purchase of business and assets
relative to its hotel and gaming business (the "NuVen Agreement"). The NuVen
Agreement became effective April 1, 1998 and expired in March 31, 1999 and
resulted in the Company issuing forty thousand (40,000) shares of its common
stock for services; NuVen waived its right to expense reimbursement and to
receive additional shares of the Company's common stock on the closing of the
purchase of the assets of NuOasis. As incentive to execute the NuVen
Agreement, the Company granted NuVen the option to purchase Three Hundred Fifty
Thousand (350,000) shares of the Company; common stock at a price of $6.00 per
share. At June 30, 1999, NuVen had not exercised the NuVen Option.
In connection with the purchase of CPRC in fiscal 1999, the Company
acquired the existing operations of a resort hotel and development-stage casino
gaming interests in Tunisia, North Africa and, with it, acquired employee
relationships with certain executives who hold officers', directors' and key
management positions in various foreign subsidiaries of CPRC. None of these
individuals are shareholders of the Company and the Company is not dependent on
any single such individual for operations.
NuOasis owns 7,817,248 shares or approximately forty-nine precent
(49%), of the issued and outstanding Common stock of the Company, and has two
(2) appointees sitting on the Company's four (4) member Board of Directors.
NuOasis, therefore, could be deemed to be in control of the business of the
Company. Fred G. Luke is the President of NuOasis and its parent corporation,
Resorts, and he has been instrumental through the date of the Company's
purchase of NuOasis assets, in identifying, acquiring, financing and
developing the assets and business interests of Resorts and NuOasis, including
those acquired by the Company. Pursuant to the relationship between the
Company and NuVen Limited Partnership and as a result of Mr. Lukes position
with NuOasis and Resorts, he is in a position to influence the business affairs
of the Company and therefore may be deemed a "control person", as defined in
the Exchange Act.
Briefly, Mr. Luke has business experience as follows: he has been
President of NUOI since Fiscal 1995, and Director of Resorts, the parent of
NUOI since June 1993. Mr. Luke has more than thirty (30) years of experience
in domestic and international financing and the management of private and
publicly held companies. Since 1982, Mr. Luke has provided consulting services
and has served, for brief periods lasting usually six months, as Chief
Executive Officer and/or Chairman of the Board of various publicly held and
privately held companies in conjunction with such financial and corporate
restructuring services. In addition to his position with Resorts and NUOI,
Mr. Luke currently serves as Chairman and President of NuVen Advisors Limited
Partnership ("NuVen LP"), which has provided consulting services, office space
and other general and administrative services to the Company since the
beginning of Fiscal 1999. NuVen provides managerial, acquisition, and
administrative services to other public and private companies in addition to
the Company. NuVen, is controlled by Mr. Luke, as General Partner and is an
affiliate of the Company. Mr. Luke received a Bachelor of Arts Degree in
Mathematics from California State University, San Jose in 1969.
Mr. Gabriel Tabarani serves as Director of CPRC and Cleopatr's World.
Fred Graves Luke, Fred G. Luke's father, is a Director of CPRC and owns
personally 10% of CPRC.
Fred Graves Luke is the father of Fred G. Luke, President of the Company.
Fred Graves Luke was appointed chairperson of the Company's Advisory Board
in 1993 and continues to serve in this capacity. He also serves as a Director
of CPRC, CCGL, CHL and Cleopatra's World.
<PAGE>
(d) Family Relationships
None.
(e) Involvement in Certain Legal Proceedings.
During the past five years, no director or officer of the Company has:
(1) Filed or has filed against him a petition under the federal bankruptcy
laws or any state insolvency law, nor has a receiver, fiscal agent or similar
officer been appointed by a court for the business or property of such person,
or any partnership in which he was a general partner, or any corporation or
business association of which he was an executive officer at or within two
years before such filings.
(2) Been convicted in a criminal proceeding;
(3) Been the subject of any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining such person from, or otherwise
limiting his involvement in any type of business, securities or banking
activities.
(4) Been found by a court of competent jurisdiction in a civil action, the
SEC or the Commodity Futures Trading Commission ("FTC") to have violated any
federal or state securities or commodities law, which judgment has not been
reversed, suspended, or vacated.
(f) Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and officers and persons who own more than ten
percent (10%)of the Company's equity securities, to file reports of ownership
and changes in ownership with the SEC. Directors, officers and greater than
ten-percent shareholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) reports filed.
18
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.
(a) Summary Compensation Table
The following summary compensation table sets forth in summary form the
compensation received during each of the Company's last three completed fiscal
years by the Company's President and four most highly compensated executive
officers other than the President.
Name and Principal Fiscal Salary Other Annual Options
Position Year ($) Compensation ($) Granted (#)
Walter Sanders, 1999 - - -
President 1998 - - -
1997 - - -
Charles Longson 1999 - - -
Secretary and Director 1998 - - -
1997 - - -
(b) Stock Options
The following table sets forth in summary form the aggregate options
granted and exercised during fiscal 1999and 1998, and the value of unexercised
options for the Company's President and four most highly compensated executive
officers other than the President.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Option/SAR's at Fiscal Options/SAR's at Fiscal
Year-End (#) Year-End
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized Unexercisable Unexercisable
<S> <C> <C> <C> <C> <C>
NuOasis International, Inc. 1,000,000 Exercisable
NuVen Advisors Inc. 350,000 Exercisable
</TABLE>
(c) Long-Term Incentive Plans
Not applicable.
(d) Compensation of Directors
The Company has no standard arrangement for the compensation of
directors or their committee participation or special assignments.
19
<PAGE>
(e) Contracts With Executive Officers
None
(f) Change of Control
In fiscal 1998, on May 1, 1998 following the Company's acquisition of
Oasis III, Tammy Gehring, Bonnie Jean Tippetts and Cliff Halling resigned from
their respective positions as officers and directors of the Company in favor of
Mr. Walter Sanders and Mr. Charles Longson. In fiscal 1999, on October, 1999,
following the purchase of the NuOasis assets, Mr. Jon L. Lawver and Mr.
Richard O. Weed were appointed to hold positions as directors of the Company.
(g) Report on Repricing of Options
Not applicable.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) and (b) Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information regarding the ownership of the
Company's voting securities by persons owning more than 5% of such securities
as of June 30, 1999, the most recent practicable date.
Title
of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Interest of Class
$.10 par value NuOasis Resorts International Inc. 7,817,248 49.0%
Common Stock 43 Elizabeth Avenue, Box N-8680
Nassau, Bahamas
$.10 par value A-Z Professional Consultants, Inc. 878,504 0%
Common Stock 268 West 400 South, Suite 306
Salt Lake City, Utah 84101
$.10 par value REXCO 2,020,000 12.66%
Common Stock 900-609 Granville St.
Vancouver, BC, Canada
$.10 par value Walter Sanders 2,000,000 0%
Common Stock P.O. Box 2329
West Wendover NV 89883
The following sets forth information with respect to the Company's voting
stock beneficially owned by each current and former officer and director, and
by all current and former officers and directors as a group, as of June 30,
1999:
20
<PAGE>
Title Amount and Nature
of Name and Address of Percent
Class of Beneficial Owner Beneficial Interest of Class
$.10 par value Mr. Walter Sanders 2,000,000 12.5%
Common Stock P.O. Box 2329
West Wendover NV 89883
$.10 par value All Officers and Directors as a group 2,000,000 12.5%
Common Stock
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(a) Transactions with Directors and Affiliates.
There were no transactions or series of similar related transactions
during fiscal 1999 or fiscal 1998 that exceeded an aggregate amount of $60,000.
(b) Indebtedness of Management
There were no transactions, or series of similar related transactions
during fiscal 1999 or fiscal 1998.
(c) Transactions with Promoters
Not applicable.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Consolidated Financial Statements
The Consolidated Financial Statements included in this Item are indexed on
Page F-1, "Index to Consolidated Financial Statements."
(b) Financial Statement Schedules
Not applicable.
21
<PAGE>
(c) Exhibits
Unless otherwise noted, Exhibits are filed herewith.
Exhibit
Number Description
22.1 Schedule of Subsidiaries of the Company
27 Financial Data Schedule
22
<PAGE>
SIGNATURES
In accordance with Section 13 or 15 (d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OASIS RESORTS INTERNATIONAL, INC.
(formerly, Flexweight Corporation)
Date: February 24, 2000 By: /s/ Walter Sanders
Mr. Walter Sanders, President and Director
Date: February 24, 2000 By: /s/ Charles Longson
Mr. Charles Longson, Director
In accordance with the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated.
OASIS RESORTS INTERNATIONAL, INC.
(formerly, Flexweight Corporation)
Date: February 24, 2000 By: /s/ Walter Sanders
Mr. Walter Sanders, President and Director
Date: February 24, 2000 By: /s/ Charles Longson
Mr. Charles Longson, Director
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Index to Consolidated Financial Statements
Description Page
Consolidated Balance Sheet as of June 30, 1999...............................F-2
Consolidated Statements of Operations
for the years ended June 30,1999 and 1998...............................F-3
Consolidated Statements of Stockholders' Deficit for
the years ended June 30,1999 and 1998...................................F-4
Consolidated Statements of Cash Flows for the
years ended June 30,1999 and 1998.......................................F-6
Notes to Consolidated Financial Statements...................................F-8
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-1
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Consolidated Balance Sheet
June 30,
ASSETS 1999
Cash $ 54,014
Accounts receivable, net 891,993
Inventory 178,749
Marketable securities 1,102,000
Other current assets 237,771
Total current assets 2,464,527
Property and equipment, net 510,565
Lease deposit 687,000
Land held for development 3,700,000
Investment, at cost 2,000,000
Other 27,906
Total assets $9,389,998
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable $1,884,771
Accrued rental payments 5,131,405
Other accrued liabilities 1,603,078
Current portion of notes payable 550,000
Total current liabilities 9,169,254
Notes payable, net of current portion 3,425,000
Total liabilities 12,594,254
Commitments and contingencies (Note 5)
Stockholders' deficit:
Common stock, par value $0.001; 75,000,000 shares
authorized,15,953,523 shares issued and outstanding 15,953
Additional paid-in-capital 19,822,136
Accumulated deficit (17,356,445)
Accumulated other comprehensive loss (685,900)
Notes receivable from Resorts (5,000,000)
Total stockholders deficit (3,204,256)
Total liabilities and stockholders' deficit $ 9,389,998
See accompanying notes to these consolidated financial statements
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-2
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Consolidated Statements of Operations
For The Years Ended June 30, 1999 and 1998
1999 1998
Revenues $ 5,407,000 $ 5,292,604
Costs of revenues (6,260,700) (6,669,099)
Gross Profit (853,700) (1,376,495)
Selling, general and administrative expenses 862,300 1,045,840
Impairment of long-lived assets 8,396,475 3,219,029
Loss from operations (10,112,475) (5,641,364)
Other income (expense) - (31,591)
Net loss (10,112,475) (5,672,955)
Other comprehensive income (loss)
Unrealized loss on marketable securities (177,000) (590,000)
Foreign currency adjustment - 81,100
Comprehensive loss $(10,289,475) $ (6,181,855)
Net loss per basic and dilutive share $ (0.75) $ (0.73)
Weighted average shares included in basic and
dilutive los per share 13,490,040 7,817,248
See accompanying notes to these consolidated financial statements.
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-3
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Consolidated Statements of Stockholders' Deficit
For The Years Ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Note
Additional Other Receivable
Common Stock Paid-In Accumulated Comprehensive From
Capital Deficit Income (Loss) Resorts Total
Shares Amount
July 1, 1997 7,817,248 $ 7,817 $3,038,340 $(1,571,015) - - $1,475,142
Recapitalization by
NuOasis - - 10,654,400 - - (10,000,000) 654,400
Shares of Oasis
assigned from
NuOasis for lease 1,000,000
deposit - - - - - 1,000,000
Constructive
dividend to Cleopatra - - (13,000,000) - - - (13,000,000)
Capital contributions - - 1,466,433 - - - 1,466,443
Foreign currency
translation - - - - 81,100 - 81,100
Unrealized loss on
marketable securities - - - - (590,000) - (590,000)
Net loss - - - (5,672,955) - - (5,672,955)
Balances, June 30, 1998 7,817,248 7,817 2,159,183 (7,243,970) (508,900) (9,000,000) (14,585,870)
</TABLE>
See accompanying notes to these consolidated financial statements.
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-4
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Consolidated Statements of Stockholders' Deficit
For The Years Ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Note
Receivable
Additional Other From
Common Stock Paid-In Accumulated Comprehensive Controlling
Capital Deficit Income (Loss) Shareholder Total
Shares Amount
Restructuring, July 1,
1998 - - 9,534,814 - - 4,000,000 13,534,814
Common stock retained
by Oasis shareholders
after reverse acquisition 8,136,275 8,136 8,128,139 - - - 8,136,275
Capital contributions - - - - - - -
Unrealized loss on
marketable securities - - - - (177,000) - (177,000)
Net loss - - - (10,112,475) - - (10,112,475)
Balances, June 30, 1999 15,953,523 $15,953 $19,822,136 $(17,356,445) $ (685,900) $(5,000,000) $(3,204,256)
</TABLE>
See accompanying notes to these consolidated financial statements.
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-5
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Consolidated Statements of Cash Flows
For The Years Ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
<S> <C> <C>
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(10,112,475) $(5,672,955)
Adjustments to reconcile net loss to
net cash provided by (used in) operating activities:
Depreciation and amortization 133,316 133,706
Write-off of note receivable - 1,905,000
Impairment of equity investment and casino interest - 1,548,000
Impairment of lease deposit 313,000 -
Impairment of goodwill 8,083,475 -
Changes in operating assets and liabilities:
Accounts receivable (272,707) (357,793)
Inventories (7,512) 22,764
Prepaid expenses and other current assets (59,505) 2,232
Accounts payable (26,552) 779,255
Accrued liabilities 36,760 (70,255)
Accrued rent 2,103,560 1,555,554
Net cash used in operating activities 191,360 (154,492)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment (241,800) -
Advances on note receivable - (154,200)
Investment advances - (413,000)
Other assets - (190,691)
Net cash used in investing activities (241,800) (757,891)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of short-term bank loans - (300,000)
Advances from controlling shareholder - 43,807
Capital contributions - 608,443
Net cash provided by financing activities - 352,250
</TABLE>
See accompanying notes to these consolidated financial statements.
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-6
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Currency effect on cash - 81,100
NET DECREASE IN CASH (50,440) (479,033)
CASH AT BEGINNING OF YEAR 104,454 583,487
CASH AT END OF YEAR $ 54,014 $ 104,454
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Non-Cash Financing Activities:
1999 1998
Capital contributions of marketable securities - $ 864,600
Unrealized loss on marketable securities - 590,000
Notes payable issued in exchange for assets of Cleopatra - 13,000,000
Cancellation of notes issued to Cleopatra for shares of CPRC 13,000,000 -
Impairment of note receivable from Club Hammamet - 1,905,000
Lease deposit exchanged for note receivable from Resorts - 1,000,000
Provision for impairment of investment in SALT and Cap Gammarth Casino - 1,548,000
Notes payable assumed in reverse acquisition with Oasis III 3,925,000 -
Acquisition of land held for development in reverse acquisition with Oasis III 3,700,000 -
Shares issued in reverse acquisition of Oasis 8,136,275 -
Capital contribution from restructuring 9,543,950 -
Exchange of note receivable from Resorts from restructuring 4,000,000 -
Unrealized loss in marketable securities 177,000 -
</TABLE>
See accompanying notes to these consolidated financial statements.
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-7
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Notes to Consolidated Financial Statements
1 - Organization and History
Oasis Resorts International, Inc. (formerly Flexweight Corporation, a
Kansas Corporation) was originally incorporated under the name Flexweight Drill
Pipe Company in 1958. Oasis Resorts International Inc., herein referred to as
"Oasis" and its subsidiaries (collectively the "Company"), develop and operate
resort hotel and gaming operations. On May 1, 1998, Oasis, an inactive
corporation registered with the Securities and Exchange Commission (the "SEC"),
merged with Oasis Resorts, Hotel & Casino-III, Inc. ("Oasis III"), which held
assets representing 20 acres of partially-developed land in Oasis, Nevada.
In connection with the merger, Oasis issued 3,010,000 shares of common
stock to the shareholders of Oasis III to acquire 100% of the issued and
outstanding common stock of Oasis III. In addition, the Company issued the
shareholders of Oasis III 1,000,000 shares of Oasis common stock in connection
with the real estate agreement dated April 9, 1998 (Note 4). Upon the close of
the merger, the shareholders of Oasis retained 749,581 shares of common stock.
Upon the close of the merger, the shareholders of Oasis III retained
approximately 80% of the issued and outstanding common stock of Oasis.
On October 19, 1998, the Company reincorporated in Nevada and changed the
name of the Company from Flexweight Corporation to Oasis Resorts International,
Inc. to better reflect its new corporate direction. Management of the Company
formed Cleopatra Palace Resorts and Casinos Ltd, a United Kingdom company,
("CPRC") and entered into an exchange agreement with NuOasis International,
Inc.("NuOasis"), a wholly-owned subsidiary of NuOasis Resorts, Inc. ("Resorts").
CPRC acquired all of the equity interest owned by NuOasis in Cleopatra Cap
Gammarth, Limited ("CCGL") which operates the casino Cleopatra Cap Gammarth, a
right to re-acquire an interest in Cleopatra Hammamet Limited, which operates
the casino Cleopatra Hammamet Casino and Cleopatra's World, Inc. ("Cleopatra's
World") which operates the Le Palace Hotel & Resort at Cap Gammarth. All of the
properties are located in Tunisia, North Africa.
2 - Basis of Presentation and Principles of Accounting
Basis of Presentation
This acquisition of NuOasis interests by the Company is accounted for as a
reverse acquisition, whereby the NuOasis is the acquiror, since the operations
of NuOasis are more significant and NuOasis has an option to acquire a
controlling interest in Oasis. Accordingly, the accompanying consolidated
financial statements include the operations of NuOasis interests acquired for
all periods presented. The operations of Oasis are included in the accompanying
consolidated financial statements from the date of acquisition, October 19,
1998, through June 30, 1999. The assets of Oasis are deemed to have been
acquired in the reverse acquisition, and accordingly, the assets and liabilities
were recorded at fair value at the date of acquisition.
Going Concern Considerations
The Company has recurring losses from operations, and at June 30, 1999, the
Company has a working capital deficit of $6.7 million. The Company requires
approximately $5 million of immediate working capital to complete the final
phase of construction of the Le Palace Hotel and Resort and the Cleopatra Cap
Gammarth casino and service certain trade creditors. The Company will require
additional capital to meet obligations of the hotel and casino as they become
due during the next 12 months. The Company is currently a plaintiff
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-8
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Notes to Consolidated Financial Statements
in litigation with the owners of the Cleopatra Cap Gammarth casino due to
delays in the completion of the project by the owner. The Company has received a
judgment totaling approximately $292 million against Societe D'Animation et de
Loisirs Touristique, a Tunisian corporation ("SALT"), the ultimate
collectibility of which is unknown (see Note 3). The Company is a defendant in a
matter initiated by the owners of the Le Palace Hotel and Resort for 1999 rents
unpaid by the Company. At June 30, 1999, the Company owed approximately $5.1
million in rental payments under the lease agreement. The Company requires
approximately $70 Million to continue the development of it's gaming facility in
Oasis, Nevada, and may be subject to foreclosure proceedings in the event the
Company is unable to raise the financing necessary to complete the project.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans with respect to these matters include
obtaining sources of capital to complete the projects, and pay its past-due
trade creditors and rents. Meanwhile, the Company will attempt to perfect its
judgment against the landlords of SALT. There are no assurances that such
financing will be consummated on terms favorable to the Company, if at all, nor
that the Company will be successful in collecting on its judgment against SALT.
No adjustments have been made to the carrying value of assets or liabilities as
a result of this uncertainty.
Consolidation
The accompanying consolidated financial statements include the accounts of
the Company and its controlled subsidiaries. All inter-company accounts have
been eliminated in consolidation. The accompanying consolidated balance sheet
excludes a minority for its 70% interest in Cleopatra's World, Inc., its 75%
interest in CPRC, and its 90% interest in CCGL since the entities had
shareholder deficiencies at the time of acquisition.
Fiscal Year End
The Company changed its fiscal year end from August 31 to June 30 as a
result of the change is basis of accounting to coincide with the operations of
NuOasis acquired.
Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid investments with
maturities of three months or less at the time of acquisition.
Marketable Securities
The Company accounts for its equity securities as available-for-sale
securities. In connection therewith, the Company records unrealized gains and
losses as a component of shareholders' equity. Realized gains and losses are
recorded in income. The Company uses the specific identification method for
accounting for its marketable securities.
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-9
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Notes to Consolidated Financial Statements
Property and Equipment
Property and equipment are depreciated over their estimated useful lives
using the straight-line method ranging three to five years. Additions and
betterments are capitalized. The cost of maintenance and repairs is charged to
expense as incurred. When depreciable property is retired or otherwise disposed
of, the related cost and accumulated depreciation and amortization are removed
from the accounts and any gain or loss is reflected in the consolidated
statements of operations. Depreciation expense reflected in the accompanying
consolidated financial statements was not significant.
Impairment of Long-lived Assets
The Company assesses the recoverability of long-lived assets by determining
whether the depreciation and amortization of property and goodwill over their
remaining life can be recovered through projected undiscounted future cash
flows. The amount of impairment, if any, is measured based on fair value and is
charged to operations in the period in which such impairment is determined by
management. As of June 30, 1999, management believed that goodwill generated by
the reverse acquisition was impaired, and accordingly, the Company charged
operations $8 million. In 1998, management determined that its investment in the
Cleopatra Cap Gammarth casino and its Hammamet interest was impaired, and
accordingly, they recorded a provision totaling approximately $3.2 million.
Interest Capitalization
The Company capitalizes interest charges incurred for development of its
land. However, since management has curtailed development until such time funds
can be raised, no interest is capitalized.
Investments, at cost
The Company holds a 20% equity interest in SALT. The investment was
exchanged from Cleopatra to Cleopatra's World with a carrying value of $3.1
million. Shortly after the transfer, management determined the investment was
impaired and accordingly, they recorded a provision for loss of $1.1 million in
fiscal 1998. The impairment was based on collection of the money judgement
against SALT and certain of its shareholders (see Note 3).
Goodwill
Excess of cost over net assets of purchased businesses (goodwill)
represents the excess of purchase price over the fair value of the net assets of
acquired businesses. Goodwill is stated at cost and is amortized on a
straight-line basis over the expected period to be benefitted. See impairment
long-lived assets above for further discussion.
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-10
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Notes to Consolidated Financial Statements
Financial Instruments
Financial assets with carrying values approximating fair value include cash
and cash equivalents, marketable securities, notes receivable and other
investments. Financial liabilities with carrying values approximating fair value
include accounts payable and accrued interest, and notes payable. Notes due to
and from related parties have no readily ascertainable fair value.
Foreign Currency
The consolidated financial statements of the Company's non-U.S. operations
are translated into U.S. dollars for financial reporting purposes. The assets
and liabilities of non-U.S. operations whose functional currencies are other
than the U.S. dollar are translated at rates of exchange at fiscal year-end, and
revenues and expenses are translated at average exchange rates for the fiscal
year. The cumulative translation effects are reflected in stockholders' equity.
Foreign currency gains and losses on transactions denominated in other than the
functional currency of an operation are reflected in other income (expense).
Revenue Recognition
Revenues from hotel operations are recorded when the services are rendered.
Revenues from food and beverage sales are recognized upon delivery of the
product and service.
Provision for Income Taxes
The Company accounts for its income taxes under an asset and liability
method whereby deferred tax assets and liabilities are determined based on
temporary differences between bases used for financial reporting and income tax
reporting purposes. Income taxes are provided based on the enacted tax rates in
effect at the time such temporary differences are expected to reverse. A
valuation allowance is provided for certain deferred tax assets if it is more
likely than not that the Company will not realize tax assets through future
operations.
The Company's net deferred tax assets at June 30, 1999, consist of net
operating loss carryforwards amounting to approximately $16 million. At June 30,
1999, the Company provided a 100% valuation allowance for these net operating
loss carryforwards totaling $6.5 million. During the years ended June 30, 1999
and 1998, the Company's valuation allowance increased $4 million, and $2
million, respectively. The Company's annual use of net operating loss
carryforwards are limited due to the change in ownership experienced in 1998.
Loss Per Share
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share
("EPS"). SFAS No. 128 requires dual presentation of basic EPS and diluted EPS on
the face of all income statements issued after December 15, 1997 for all
entities with complex capital structures. Basic EPS is computed as net income
divided by the weighted average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur from common
shares issuable through stock options, warrants and other convertible
securities. Dilutive EPS is equal to basic EPS since the effect of common stock
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-11
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Notes to Consolidated Financial Statements
purchase warrants would be anti-dilutive. See Note 8 for common stock purchase
warrants outstanding which are anti-dilutive for EPS reporting purposes.
Estimates
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. Actual results could differ from those estimates.
Reporting Comprehensive Income
The Company reports the components of comprehensive income using the income
statement approach. Comprehensive income includes net income, as well as certain
non-shareholder items that are reported directly within a separate component of
stockholders' equity and bypass net income. Components which give rise to the
other comprehensive income are foreign currency translations adjustments and
temporary gains and losses on marketable securities.
Disclosures about Segments of an Enterprise and Related Information
The Company provides disclosures of financial and descriptive information
about an enterprise's operating segments in annual and interim financial reports
issued to stockholders. The Company defines an operating segment as a component
of an enterprise that engages in business activities that generate revenue and
incur expense, whose operating results are reviewed by the chief operating
decision maker in the determination of resource allocation and performance, and
for which discrete financial information is available.
Stock-based Compensation
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation," which defines a fair value based method of accounting for
stock-based compensation. However, SFAS 123 allows an entity to continue to
measure compensation cost related to stock and stock options issued to employees
using the intrinsic method of accounting prescribed by Accounting Principles
Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees."
Entities electing to remain with the accounting method of APB 25 must make pro
forma disclosures of net income and earnings per share, as if the fair value
method of accounting defined in SFAS 123 had been applied. In 1996, the Company
adopted the provisions of SFAS 123 which relate to non-employee stock-based
compensation, and has elected to account for its stock-based compensation to
employees under APB 25. Through June 30, 1999, the Company had no employee stock
options outstanding.
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-12
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Notes to Consolidated Financial Statements
3 - Tunisian Operations
On June 1, 1998, Cleopatra World acquired certain interests from Cleopatra
for $13 million in notes payable. The assets acquired consisted of an equity
interest of 20% in STTG to SALT, with a carrying value of $3.1 million, the
leasehold interest in the Cap Gammarth Casino, with a carrying value of
approximately $424,000 and a receivable from the Societe Loisirs Club Hammamet
("Club Hammamet") with a face value of $1.9 million and fully reserved with no
value. The difference between the carrying value of the assets acquired of $3.5
million and the purchase price of $13 million of $9.5 million, was deemed a
constructive dividend to this related party as reflected in the accompanying
statements of shareholder deficit, since the companies were under common control
at the date of acquisition.
In connection with a letter agreement dated April 24, 1998, effective June
1, 1998, Resorts recapitalized Cleopatra's World with $10 million of notes due
from Resorts (Note 9), marketable securities consisting of 2,000,000 shares of
Resorts valued at $254,000 and 280,000 shares of common stock of The Hartcourt
Companies, Inc. valued at $402,000; a Put/Option Agreement between Resorts and
J. Monterosso dated August 22, 1997 with no carrying value and a face value of
$715,000 and the Promissory Note dated August 22, 1997 with no carrying value,
in the principal face amount of $1,800,000 and balance of $1,135,000 at June 30,
1999. The aggregate historical value of these assets was, including the notes of
$10 million, was approximately $10.7 million at the date of transfer.
On July 1, 1998, CPRC exchanged shares for interests in Cleopatra's World
and in satisfaction of the $13 million of notes due Cleopatra by Cleopatra's
World. The result of the transaction was to recapitalize the Company by $9.5
million and reduce its notes receivable from Resorts of $4 million. After the
reorganization, the Company owns 75% of CPRC.
In connection with the acquisition of CPRC from NuOasis on October 19, 1998
(Note 1), the Company issued 6,817,248 shares of common stock and common stock
purchase warrants representing the right to acquire 36,000,000 shares at $6.00
per share, and issued promissory notes with an aggregate face value of $180
million to NuOasis in exchange for certain assets in NuOasis. At the time of the
transaction, Oasis had no ability to repay the notes, and therefor, the notes
had no estimated fair value at the date of issuance. Management of Oasis is
currently negotiating an elimination of the debt through a cashless exercise of
the warrants issued and outstanding. In the event the warrants are reduced in
price, management will record a charge to operations as a result of the
modification.
Le Palace Hotel and Resort
During Fiscal 1997, NuOasis International Inc. exchanged 600,000 shares of
common stock of The Hartcourt Companies Inc. for a 50% equity ownership in
Cleopatra's World. Cleopatra's World is the lessor of the Le Palace Hotel and
the real estate and improvements surrounding the Cap Gammarth Casino. Due to
delays in the construction the Company is obligated to pay $2.1 million as of
June 30, 1998 as a result of judgment received by the lessor against the
Company. The Company is currently in arbitration regarding its rent obligation
for 1999. Management has recorded liability of $3 million for estimated fiscal
1999 rental payments.
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-13
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Notes to Consolidated Financial Statements
Cap Gammarth Casino
Cleopatra is the lessee of a 200,000 square foot casino and Las Vegas-style
showroom presently under construction (the "Cap Gammarth Casino"), and
substantially complete, pursuant to a Casino Lease Agreement and Operating
Management Contract with Societe Touristique Tunisie-Golfe ("STTG"). The lease
on the Cap Gammarth Casino was transferred by SALT resulting in a change in
lessor from STTG to SALT.
On July 13, 1998, the Company filed a civil complaint for damages in the
U.S. District Court, District of Nevada against SALT and several other
defendants. On July 2, 1999, the District Court adjudged and decreed
compensatory damages in the amount of $292 million plus interest, and $10
million in punitive damages. Management currently has instituted proceedings in
Tunisia to collect upon its money judgement.
In October 1994, Cleopatra entered into an agreement with Club Hammamet to
lease and operate a 60,000 square foot casino and French-style cabaret recently
completed in Hammamet, Tunisia (the "Hammamet Casino"). On or about September
26, 1997, in order to finance the remaining expenditures on the Hammamet Casino,
the Company and Club Hammamet entered into an agreement with Cedric
International Company Inc., a Panamanian corporation ("Cedric") pursuant to
which the Company and Cedric each agreed to contribute $1.5 million to the
capital of Club Hammamet in making the first annual lease payments on the
Hammamet Casino, the Company pledged to Cedric its 70% interest in Hammamet
Casino. The Company and Cedric agreed that Cedric will return such interest when
and if the Company reimburses Cedric for all funds advanced prior to September
26, 1998 (on an all or nothing basis), plus interest at the rate of 15% per
annum. The Company did not reimburse Cedric, due to sustained losses at the
Hammamet Casino, and the Company has no right to reacquire its interest in
Hammamet Casino. Accordingly, the Company impaired its interest in Hammamet
Casino and charged operations approximately $1.9 million in fiscal 1998.
4 - Land Held for Development
As discussed in Note 1, Oasis III retained a 20-acre interest in
partially-developed land located in Oasis, Nevada and an option to acquire an
additional 30 acres adjacent to the 20-acre interest. The subject property was
subdivided from an 1100-acre parcel originally purchased on December 27, 1995
for $1,450,000 by Oasis International Hotel & Casino, Inc. ("OIHC"), a current
shareholder of the Company through the merger of Oasis III on May 1, 1998 (Note
1). The property contains a 6-unit motel and an eight-pump truck stop, including
a cafe and mini store. Substantial expenditures would have to be made to the
property improvements in order for the property to be operative in it's current
state.
OIHC entered into a real estate purchase agreement (the "Real Estate
Agreement") dated April 9, 1998, as amended, with Oasis III. In connection
therewith, the Real Estate Purchase Agreement called for a purchase price of
$5,000,000, consisting of a security deposit of 250,000 shares of Oasis common
stock valued at $25,000 and applied towards the purchase price at
closing,1,000,000 shares of Oasis common stock valued at $1,000,000 (accounted
for as shares issued to founders, together with the 3,010,000 shares issued on
May 1, 1998 to OIHC (Note 1), the assumption of $550,000 First Trust Deed Note
Payable and the issuance of a note payable to OIHC (majority shareholder)
totaling $3,425,000 (see Note 7). Oasis closed escrow on the
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-14
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Notes to Consolidated Financial Statements
property on or about May 7, 1998. As an inducement for the First Deed of
Trust holder to extend credit to Oasis, an additional 100,000 shares of the
Company's common stock, fairly valued at $100,000, were issued to the First Deed
Trust Holder and the amount of the under lying debt was increased from $300,000
to $550,000. The Company agreed to this arrangement because of its lack of
operating history and the high degree of risk involved in executing the
Company's plan of operations. The Company also issued 550,000 shares of its
common stock to the First Trust Deed lender.
5 - Marketable Securities
The Company has the following marketable securities as of June 30, 1999:
Investee Shares Market Value Cost
NuOasis Resorts
International 2,000,000 $ 214,000 $ 254,000
The Hartcourt
Companies 880,000 715,000 1,258,000
Totals $ 929,000 $1,519,000
The amounts are currently held by NuOasis in a securities account on behalf
of the Company. Such amounts will be remitted to the Company upon the
establishment of an account for Cleopatra World.
6 - Lease deposit
The Company is required to maintain a lease deposit totaling $3 million for
the benefit of the leaseholders of the Le Palace Hotel. At June 30, 1999, the
Company has pledged 1 million shares of Oasis common stock as collateral for the
required lease deposit, and at such date, the value of the underlying securities
was $687,000. The Company charged operations of $313,000 in 1999 as a result of
this decline in value.
7 - Notes Payable
In connection with the reverse acquisition of Oasis III on May 1, 1998,
Oasis assumed the $550,000 note payable (See Note 4). On or about December 27,
1995, the Oasis III issued a $300,000 First Trust Deed to a individual as part
of the cash tendered upon close of the purchase of it's land held for
development. The terms of the note were interest only at a rate of 10.9% per
annum, originally due December 27, 1997, extended until March 27, 1998, and
further extended to the date of closing on or about May 7, 1998 (funded on May
11, 1998). As an inducement to convince the First Deed of Trust holder to extend
credit to Oasis, on May 11, 1998, an additional 100,000 shares of the Company's
common stock was issued to the First Deed Trust Holder and the amount of the
underlying debt was increased from $300,000 to $550,000. The note was due May
11, 1999, with interest-only payments (at an annual rate of 10.9% per annum) of
$5,000 per monthly. The note amounting to $550,000, outstanding at June 30,
1999, was extended and is currently due on demand.
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-15
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Notes to Consolidated Financial Statements
OIHC agreed to accept a Second Deed of Trust note payable in the amount of
$3.425 million related to the acquisition of the 20-acre parcel on May 11, 1998.
The term of this Second Deed of Trust is for 30 years principal and interest
payable at 9% per annum. The Company has been unable to make the required
principal payments, and the note is currently in technical default, however,
OIHC has not notified the Company of any intent to foreclose on the loan. The
Company's ability to continue to make the required payments is contingent upon
its raising additional capital. The principal amount outstanding at June 30,
1999, was $3.425 million.
Future annual minimum principal payments of notes payable are as follows:
Year Ending
June 30 Amounts Due
2000 $ 601,223
2001 28,201
2002 30,846
2003 33,740
2004 36,905
Thereafter 3,244,086
$3,975,000
8 - Commitments and Contingencies
Leases
CCGL and Cleopatra's World are lessees under various lease agreements
related to the Cap Gammarth Casino and the Le Palace Hotel, respectively, which
require annual lease payments to be made, monthly or quarterly, over their
respective terms, which range from 14 to 20 years (also see Note 3). Future
annual minimum lease payments by these entities in each of the next five years
and thereafter are as follows:
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-16
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Notes to Consolidated Financial Statements
Amounts Due
Cap
Year Ending Gammarth Cleopatra's
June 30 Casino World Total
2000 $ 3,000,000 $ 3,741,000 $ 6,741,000
2001 3,000,000 4,007,150 7,007,150
2002 3,300,000 4,287,650 7,587,650
2003 3,600,000 4,587,785 8,187,785
2004 3,900,000 4,887,785 8,787,785
Thereafter 70,500,000 54,281,819 124,781,819
$87,300,000 $75,793,189 $163,093,189
Litigation
The Company is subject to claims and suits that arise from time to time out
of the ordinary course of its business. Through June 30, 1999, management of the
Company is not aware of any claims that will have a material impact on the
Company's business, financial condition or results of operations which are not
reflected in the accompanying consolidated financial statements. Also see Note 3
for discussion of arbitration proceedings for 1999 rental payments on the Le
Palace Hotel.
Advisory Agreement
On July 18, 1998, the Company entered into an advisory agreement with NuVen
Advisors, Inc. ("NuVen"), an affiliate of NuOasis, through April 1, 1999. In
connection therewith, the Company issued warrants to purchase 350,000 shares of
common stock at $6.00 per share (see Note 9). No other remuneration was granted
to NuVen in connection with this advisory agreement.
9 - Stockholders' Deficit
Capital Structure
On April 8, 1998, the shareholders approved among other matters a 1 for 100
reverse split of the Company's common stock, par value $0.10, and to amend the
Articles of Incorporation to increase the number of authorized shares from
4,000,000 to 25,000,000. All share amounts have been restated to reflect this
reverse stock split for all periods presented. Effective October 19, 1998, the
Company increased its authorized capital stock from 25,000,000 shares of $0.10
par value common stock to 75,000,000 shares of $0.001 par value common stock and
25,000,000 shares of $0.001 par value preferred stock. Each share of the Company
was exchanged for one (1) share in the new corporation. All share amounts have
been restated to reflect this amendment to the Company's Articles of
Incorporation.
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-17
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Notes to Consolidated Financial Statements
Common Stock
From time to time, the Company issues common stock to effect transactions
in the normal course of business. The Board of Directors have considered many
factors affecting the estimated fair value of the Company's common stock such as
limited trading history, the number of shares issued in the transaction and the
resale restrictions placed upon the shares, as well as the estimated fair value
of underlying assets or services received in connection with common stock
transactions.
On May 30, 1998, the Company issued 1,000,000 shares of it's common stock
in exchange for 3,250,000 shares of Resorts. The fair value of the NuOasis
shares of common stock were valued at $350,000, based on the closing bid price
of such shares at the date of issuance. The effects of this transaction were
reflected prior to the reverse merger on October 19, 1998.
Common Stock Purchase Warrants
On May 1, 1998, the Company issued options to purchase 250,000 shares of
common stock to NuOasis at $0.10 per share. Such options were scheduled to
expire on July 1, 1999; however, such option term was extended until July 1,
2003.
On July 18, 1998, the Company entered into an advisory agreement with NuVen
(see Note 6 and above). In connection therewith, the Company issued warrants to
purchase 350,000 shares of common stock at $6.00 per share. The warrants expire
on July 1, 2001.
On July 1, 1998, in connection with the recapitalization of the Company by
NuOasis (see Note 3), the Company received a contribution of notes receivable
from Resorts in the amount of $10,000,000. These notes are due on demand and
bear interest at the rate of 6% per annum. Management has reflected such notes
as a reduction of shareholders' deficit since the original capitalization was
reflected as additional paid- in capital. A provision will be included in the
accompanying consolidated financial statements in the event the notes become
uncollectible. Management of Resorts intends to satisfy these notes with in-kind
consideration.
[H:\ORI\10-KSB\99\6.30.99FS v4.wpd]
F-18
EXHIBIT 22.1
SCHEDULE OF SUBSIDIARIES OF THE COMPANY
<TABLE>
<CAPTION>
Jurisdiction of Parent Percentage
Subsidiary Incorporation Corporation Ownership
<S> <C> <C> <C>
Oasis Hotel, Resorts & Casino III
("Oasis III") Nevada Company 100%
Cleopatra Palace Resorts and Casinos Limited United Kingdom Company 75%
"CPRC")
Cleopatra Cap Gammarth Limited ("CCGL")(1) Ireland CPRC 90%
Cleopatra's World Inc. ("CWI") British Virgin CPRC 80%
Islands
NuOasis Resorts & Casinos N.V.(1) Netherlands Company 80%
Antilles
</TABLE>
(1) In organization: capital stock not issued at June 30, 1999.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> JUN-30-1999
<CASH> 54,014
<SECURITIES> 1,102,000
<RECEIVABLES> 891,993
<ALLOWANCES> 0
<INVENTORY> 178,749
<CURRENT-ASSETS> 2,464,527
<PP&E> 510,565
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,389,998
<CURRENT-LIABILITIES> 9,169,254
<BONDS> 0
0
0
<COMMON> 15,953
<OTHER-SE> (3,220,209)
<TOTAL-LIABILITY-AND-EQUITY> 9,389,998
<SALES> 5,407,000
<TOTAL-REVENUES> 5,407,000
<CGS> 6,260,000
<TOTAL-COSTS> 9,258,775
<OTHER-EXPENSES> (177,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (10,289,475)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,289,475)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,289,475)
<EPS-BASIC> (.75)
<EPS-DILUTED> (.75)
</TABLE>
