SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended September 30, 1998 Commission File No. 0-9476
OASIS RESORTS INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Nevada 48-0680109
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89103
(Address of principal executive offices) (Zip Code)
(702) 892-3742
(Registrant's telephone number, including area code)
915 N. Wells, Wendover, Nevada 89883
(Former Address, if changed (Former Zip Code, if changed
since last report) since last report)
(702) 664-3484
(Former telephone number, if changed since last report)
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 shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes No X
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of capital stock, as of the latest practicable date.
Common Stock $.01 par; 16,953,523 shares as of February 25, 2000
[ORI\99\10-QSB:093098.QSB]
<PAGE>
OASIS RESORTS INTERNATIONAL INC.
INDEX
Page
PART I
Item 1. Financial Statements
Consolidated Balance Sheet as of September 30, 1998 (unaudited).... 2
Consolidated Statements of Operations
for the Three Months Ended September 30, 1998
and 1997 (unaudited)............................................. 3
Consolidated Statements of Cash Flows for the Three Months Ended
September 30, 1998 unaudited).................................... 4
Notes to Consolidated Financial Statements ........................ 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................ 10
PART II
Item 1. Legal Proceedings.................................................. 13
Item 2. Changes In Securities.............................................. 13
Item 3. Defaults Upon Senior Securities.................................... 13
Item 4. Submission Of Matters To A Vote Of Security Holders................ 13
Item 5. Other Information.................................................. 13
Item 6. Exhibits And Reports On Form 8-K................................... 13
Signatures......................................................... 14
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OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Consolidated Balance Sheet
(Unaudited)
<TABLE>
<CAPTION>
<S> <C>
September 30,
ASSETS 1998
Cash and cash equivalents $ 91,847
Accounts receivable, net 687,462
Inventory 173,115
Marketable securities 752,000
Other current assets 59,444
Total current assets 1,763,868
Property and equipment, net 510,565
Lease deposit 1,000,000
Investment, at cost 2,000,000
Other assets 142,341
Total assets $ 5,416,774
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable $ 1,032,058
Accrued rental payments 3,125,964
Other accrued liabilities 2,621,808
Total current liabilities 6,779,830
Stockholders deficit:
Common stock, par value $0.001; 75,000,000 shares
authorized, 16,923,953 shares issued and outstanding 7,817
Additional paid-in-capital 11,693,997
Other comprehensive loss (7,378,970)
Unrealized loss on Marketable Securities (685,900)
Note receivable from controlling shareholder (5,000,000)
Total stockholders deficit (1,363,056)
Total liabilities and stockholders' deficit $ 5,416,774
</TABLE>
See accompanying notes to these consolidated financial statements
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OASIS RESORTS INTERNATIONAL INC.
(Formerly Flexweight Corporation)
Condensed Consolidated
Statements of Operations
for Three Months Ended
September 30, 1998 and 1997 (Unaudited)
Three Months Ended September 30,
1998 1997
(Unaudited) (Unaudited)
Revenues $ 1,839,000 $ 1,800,100
Cost of revenues 1,626,600 2,572,700
Gross profit 212,400 (772,600)
Selling, general and administrative expenses 347,400 443,300
Total operating expenses 347,400 443,300
Net Loss $ (135,000) $(1,215,900)
Net loss per common share $ (.02) $ (.16)
Weighted average number of common shares
included in basic and dilutive per share 7,817,248 7,817,248
See accompanying notes to these condensed consolidated financial statements
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OASIS RESORTS INTERNATIONAL INC.
Condensed Consolidated
Statements of Cash Flows
for the Three Months Ended
September 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended September 30,
1998
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C>
Net loss $ (135,000)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation and amortization 33,329
Increases (decreases) in changes in assets and liabilities:
Accounts receivable (68,178)
Inventory (1,878)
Other assets (59,444)
Accounts payable (827,879)
Accrued expenses 1,288,243
Net cash provided by operating activities 229,193
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment and furnishings (241,800)
Net cash used by investing activities (241,800)
Net increase (decrease) in cash (12,607)
Cash and cash equivalents, beginning of period 104,454
Cash and cash equivalents, end of period $ 91,487
</TABLE>
See accompanying notes to these condensed consolidated financial statements
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Note 1 - Organization and History
Oasis Resorts International, Inc. (formerly Flexweight Corporation, a
Kansas Corporation) herein referred to as "OASIS") and it's subsidiaries
(collectively the "Company") intend to develop and operate gaming operations
throughout the world. 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. ("ORHC"), 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 ORHC to acquire 100% of the issued and outstanding
common stock of ORHC. In addition, the Company issued the shareholders of ORHC
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 ORHC retained approximately 80% of the issued and outstanding
common stock of OASIS.
Effective 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. In connection
therewith, 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
common share of the Company was exchanged for one (1) common share in the new
corporation.
On October 19, 1998, 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 (which operates the
casino Cleopatra Cap Gammarth) and Cleopatra's World, Inc. (which operates the
Le Palace Hotel & Resorts at Cap Gammarth). All of the properties are located in
Tunisia. In connection therewith, 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.
Note 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 since the operations of NuOasis are more significant,
NuOasis directors control the board of directors of the Company, and NuOasis has
an option to acquire a controlling interest in the Company. Accordingly, the
accompanying consolidated financial statements are presented as if the assets,
and related operations of Resorts and NuOasis, were acquired at the beginning of
the reporting period.
The assets of Oasis are deemed to have been acquired in the reverse
acquisition. Accordingly, the assets and liabilities are recorded at fair value
at the date of acquisition.
Going Concern Considerations
Since inception, the Company has been in the development stage with no
revenues from it's intended operations which are the construction and operation
of gaming facilities. Through the reverse acquisition of NuOasis,the Company has
increased capital requirements which have caused significant delays in the
execution of the Company's operating plan. The Company lacks the financing to
continue the development of it's gaming facilities domestically and
internationally. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
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Management's plans with respect to these matters include obtaining sources
of capital which may be acceptable to the Company. Management believes that the
Company's capital requirements are in excess of $100 million. There are no
assurances that such financing will be consummated on terms favorable to the
Company. The successful consummation of adequate financing, and ultimately, the
achievement of operating revenues sufficient to meet the Company's cost
structure is management's primary objective. There are no assurances that
adequate financing at terms satisfactory to the Company will be obtained, and if
obtained, there are no assurances that the Company will achieve profitability.
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 majority-owned subsidiaries. All inter-company accounts have
been eliminated in consolidation.
Fiscal Year End
As a result of the reverse acquisition the Company has elected a June 30
year end.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Presentation
The historical financial information presented has been adjusted to give
effect to the reverse merger as described in Note 1 to the financial statements.
Going Concern
The Company's working capital resources during the period ended September
30, 1998 were provided by utilizing the cash on hand at June 30, 1998 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 its common stock for future financial support to
finance its needs during fiscal 1999. Accordingly, the accompanying consolidated
financial statements have been presented under the assumption the Company will
continue as a going concern.
Results of Operations -
Quarter Ended September 30, 1998 Compared to Quarter Ended September 30, 1997
Revenues for the first quarter of fiscal 1999 were $1.8 million which
approximated the revenues of the fiscal 1998 first quarter. These revenues were
entirely due to the operations of the Le Palace Hotel Tunisia. To date, the
hotel has not been able to realize its potential due the failure of the
developer to complete certain amenities at the hotel, the Cap Gammarth Casino
and the surrounding properties associated with the complex.
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6
<PAGE>
Total cost of revenues were $1.6 million in the current quarter compared to
$2.6 million in the fiscal 1998 quarter. 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 $96,000 for the same reasons.
Liquidity and Capital Resources
The Company has recurring losses from operations and 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 in litigation with the
owners of the Cleopatra Cap Gammarth casino due to delays in the completion of
the projects by the owner. The Company has received a judgment totaling
approximately $300 million, the ultimate collectibility of which is unknown. The
Company is a defendant in a matter initiated by the owners of the Le Palace
Hotel and Resort for rents unpaid by the Company. The Company also 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, pay its trade creditors
and its past-due rents. Meanwhile, the Company will attempt to perfect its
judgment against the landlords of the Cleopatra Cap Gammarth Casino. 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 the owners of the Cleopatra Cap Gammarth Casino.
As of September 30, 1998, the Company had a working capital deficit of $5
million, which approximates the deficit at June 30, 1998. The Company has
currently been accruing the rent due on the Le Palace Hotel and the resulting
cash from operations has been funding its cash needs.
The Company had a cash balance of approximately $92,000 at September 30,
1998. The limited cash balance is a direct result of the Company having limited
operations during the quarters.
The Company has no commitments for capital expenditures or additional
equity or debt financing and no assurances can be made that its working capital
needs can be met.
Additionally, as of September 30, 1998, the Company had no employees other
than its President. The Le Palace Hotel had approximately 175 employees.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
The Company knows of no significant changes in the status of the pending
litigation or claims against the Company as described in Form 10-KSB for the
Company's fiscal year ended June 30, 1998.
Item 2. Changes In Securities
None
[ORI\99\10-QSB:093098.QSB]
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Item 3. Defaults Upon Senior Securities
None
Item 4. Submission Of Matters To A Vote Of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits And Reports On Form 8-K
(a) Exhibits:
Exhibit Number Description of Exhibit
27 Financial Data Schedule
(b) Reports on Form 8-K:
On October 26, 1998, the Company filed a report on Form 8-K to
report the reverse acquisition as described in Note 1 to the
financial statements and the reincorporation of the Company in
Nevada.
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8
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SIGNATURES
Pursuant to the requirements 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.
NuOASIS RESORTS INC.
Dated: February 24, 2000 By: /s/ Walter Sanders
Walter Sanders, President and Director
Dated: February 24, 2000 By: /s/ Charles Longson
Charles Longson, Director
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9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> SEP-30-1998
<CASH> 91,487
<SECURITIES> 752,000
<RECEIVABLES> 687,462
<ALLOWANCES> 0
<INVENTORY> 173,115
<CURRENT-ASSETS> 1,763,868
<PP&E> 510,565
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,416,774
<CURRENT-LIABILITIES> 6,779,830
<BONDS> 0
0
0
<COMMON> 7,817
<OTHER-SE> (1,370,873)
<TOTAL-LIABILITY-AND-EQUITY> 5,416,774
<SALES> 1,839,000
<TOTAL-REVENUES> 1,839,000
<CGS> 1,626,000
<TOTAL-COSTS> 347,400
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (135,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (135,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (135,000)
<EPS-BASIC> (.02)
<EPS-DILUTED> (.02)
</TABLE>
