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 March 31, 2000 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 (I.R.S. Employer Identification No.)
of 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)
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 $.001 par; 11,861,215 shares as of May 8, 2000
<PAGE>
OASIS RESORTS INTERNATIONAL INC.
INDEX
Page
PART I
Item 1. Financial Statements
Consolidated Balance Sheet as of March 31, 2000 (unaudited)....... 2
Consolidated Statements of Operations and Comprehensive
Loss for the Three and Nine Months
Ended March 31, 2000 and 1999 (unaudited).................... 3
Consolidated Statements of Cash Flows for the Nine Months Ended
March 31, 2000 and 1999 (unaudited).......................... 4
Notes to Consolidated Financial Statements ....................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 6
PART II
Item 1. Legal Proceedings................................................. 8
Item 2. Changes In Securities............................................. 8
Item 3. Defaults Upon Senior Securities................................... 8
Item 4. Submission Of Matters To A Vote Of Security Holders............... 8
Item 5. Other Information................................................. 8
Item 6. Exhibits And Reports On Form 8-K.................................. 8
Signatures........................................................ 10
1
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
Consolidated Balance Sheet
March 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Cash and cash equivalents $ 30,983
Accounts receivable, net 712,075
Inventory 173,444
Marketable securities 210,000
Receivable from NuOasis 463,000
Other current assets 84,729
Total current assets 1,674,231
Property and equipment, net 249,500
Receivable from Lessor 1,583,858
Lease deposit 2,887,000
Land held for development 3,700,000
Investment, at cost 2,000,000
Other 598,389
Total assets $ 12,692,978
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 1,463,939
Due Lessor 4,897,146
Accrued liabilities 482,534
Current portion of notes payable 601,223
Total current liabilities 7,444,842
Notes payable, net of current portion 3,348,777
Total liabilities 10,793,619
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.001; 25,000,000 shares
authorized, no shares issued and outstanding -
Common stock, par value $0.001; 75,000,000 shares
authorized, 11,861,215 shares issued and outstanding 11,861
Additional paid-in capital 32,688,921
Accumulated deficit (24,630,499)
Accumulated other comprehensive loss (170,924)
Notes receivable from Resorts (6,000,000)
Total stockholders' equity 1,899,359
Total liabilities and stockholders' equity $ 12,692,978
</TABLE>
See accompanying notes to these condensed consolidated financial statements
2
<PAGE>
OASIS RESORTS INTERNATIONAL INC.
(Formerly Flexweight Corporation)
Condensed Statements of Operations and Comprehensive Loss
For the Three and Nine Months Ended
March 31, 2000 and 1999 (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended,
March 31, March 31,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Revenues $ 1,298,000 $ 914,000 $ 4,782,000 $ 3,734,100
Cost of revenues 1,289,000 1,188,000 4,326,000 4,108,700
Gross profit 9,000 (274,000) 456,000 (374,600)
Selling, general and administrative
expenses 305,000 159,000 911,000 672,400
Gain on sale of marketable equity
securities 1,000 - 1,000 -
Net loss (295,000) (433,000) (454,000) (1,047,000)
Other comprehensive income (loss):
Unrealized gain on marketable
securities 63,000 - 63,000 -
Comprehensive loss $ (232,000) $ (433,000) $ (391,000) $ 1,047,000)
Basic and diluted net loss per common
share $ (.03) $ (.14) $ (.06) $ .09)
Weighted average common shares
included in basic and fully diluted
shares outstanding $11,581,580 $ 3,190,705 $ 7,369,578 $ 2,648,287
</TABLE>
See accompanying notes to these condensed consolidated financial statements
3
<PAGE>
OASIS RESORTS INTERNATIONAL INC.
Condensed Consolidated
Statements of Cash Flows
for the Nine Months Ended
March 31, 2000 and 1999 (Unaudited)
<TABLE>
<CAPTION>
Nine Months
Ended March 31,
2000 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (454,000) $ (1,047,000)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation and amortization 7,334 -
Common stock issued for services rendered 34,924 -
Gain on sale of marketable securities (1,000) -
Increases (decreases) in changes in assets and liabilities:
Accounts receivable (738,525) 34,605
Inventory (3,318) (5,634)
Other assets - (2,232)
Accounts payable (337,139) 141,536
Accrued expenses (28,991) (365,564)
Due Lessor 1,500,000 1,175,910
Net cash provided by operating activities (20,715) 237,777
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment and furnishings - (186,000)
Net cash used by investing activities - (186,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in due from NuOasis - -
Net cash used by financing activities - -
Net increase (decrease) in cash (20,715) (37,829)
Cash and cash equivalents, beginning of period 51,698 104,454
Cash and cash equivalents, end of period $ 30,983 $ 66,625
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
Interest $ - $ -
</TABLE>
See accompanying notes to these condensed consolidated financial statements
4
<PAGE>
Note 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, primarily in Tunisia, North Africa, and held
undeveloped land in Oasis, Nevada.
On May 1, 1998, Oasis, then Flexweight Corporation, 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 602,000 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 200,000 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 held 149,916
shares of common stock and the shareholders of Oasis III held approximately 80%
of the issued and outstanding common stock of Oasis. Oasis III has title to 20
acres of commercial real estate located in Nevada which management intends to
develop into a gaming complex.
On October 19, 1998, the Company reincorporated in Nevada and changed its name
from Flexweight Corporation to Oasis Resorts International, Inc. to better
reflect its new corporate direction. The Company then entered into an exchange
agreement with NuOasis International, Inc. ("NuOasis"), a wholly-owned
subsidiary of NuOasis Resorts, Inc. ("Resorts") to acquire NuOasis's 75%
interest in Cleopatra Palace Resorts and Casinos Ltd. ("CPRC"). CPRC had
previously 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 reacquire an interest in Cleopatra Hammamet Limited, which operates the
casino Cleopatra Hammamet Casino, and Cleopatra's World, Inc. ("CWI") which
operates the Le Palace Hotel & Resort at Cap Gammarth. All of the properties are
located in Tunisia. Cleopatra Palace Ltd. ("CPL") is a predecessor company to
CPRC, an entity controlled by NuOasis, which previously held the interests in
the Cleopatra Hammamet Casino and the Cleopatra Cap Gammarth Casino.
In connection with the acquisition of CPRC, the Company issued 1,363,450 shares
of common stock, common stock purchase warrants representing the right to
acquire 7,200,000 shares at $30.00 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 therefore, the notes had an estimated fair value substantially
less than the face value at the date of issuance. Based on the enterprise value
of Oasis at the date of the reverse acquisition of approximately $16.6 million,
the Company valued the debt at $7 million. On November 15, 1999, management of
Oasis agreed to extinguish this debt and cancel the 7,200,000 warrants for the
issuance of 8,111,240 shares of common stock, such that the NuOasis shareholders
control approximately 86% of the Company's issued and outstanding common stock.
Note 2 - Basis of Presentation and Principles of Accounting
Basis of Presentation
This acquisition of NuOasis interests by the Company on October 19, 1998 is
accounted for as a reverse acquisition, whereby NuOasis is the acquirer, since
the operations of NuOasis are more significant than Oasis and NuOasis acquired a
controlling interest in the Company on November 15, 1999. Accordingly, the
accompanying consolidated financial statements include the historical assets and
liabilities, and the historical operations of NuOasis interests acquired for all
periods presented.
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.
5
<PAGE>
Going Concern Considerations
The Company has recurring losses from operations, and at March 31, 2000, the
Company has a working capital deficit of $5.8 million. The Company requires
approximately $5 million of immediate working capital to complete the final
phase of construction of the Le Palace Hotel & Resort and the Cleopatra Cap
Gammarth casino, as well as service certain past-due 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 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. The Company is a defendant in a
matter initiated by the owners of the Le Palace Hotel & Resort for 1999 rents
unpaid by the Company. At March 31, 2000, the Company owed approximately $4.9
million under the lease agreement.
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 interest for its 75% interest in CPRC, 80% interest in CWI,
and its 90% interest in CCGL since the entities have shareholder deficiencies.
Stock Splits
All per share amounts are reported, as adjusted, after the one for 100 reverse
stock split approved on April 8, 1998 and one for five reverse stock splits
approved on February 8, 2000.
Unaudited Interim Financial Statements
The interim financial data as of March 31, 2000, and for the three months and
nine months ended March 31, 2000 and 1999, is unaudited; however, in the opinion
of management, the interim data includes all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly and Company's
financial position as of March 31, 2000, and the results of its operations and
cash flows for the three months and nine months ended March 31, 2000 and 1999.
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 March 31,
2000 were provided by utilizing the cash on hand at June 30, 1999 and from the
operations of the Le Palace Hotel & Casino. 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
6
<PAGE>
and 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
it's 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.
Results of Operations -
Quarter Ended March 31, 2000 Compared to Quarter Ended March 31, 1999
Revenues for the third quarter of fiscal 2000 were $1.3 million which was $.4
million greater than the revenues of the fiscal 1999 third quarter. These
increase in revenues were entirely due to the operations of the Le Palace Hotel
Tunisia. Although revenues have increased, 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.
Total cost of revenues were $1.3 million in the current quarter compared to
$1.2 million in the fiscal 1999 third quarter. Only minimal expenditures are
being made to operate the hotel. Selling, general and administrative costs
increased $146,000.
Nine Months Ended March 31, 2000 Compared to Nine Months Ended March 31, 1999
Revenues for the first nine months of fiscal 2000 were $4.8 million which is
$1.0 million greater than the first nine months of fiscal 1999. These revenues
were entirely due to the operations of the Le Palace Hotel Tunisia.
Total cost of revenues were $4.3 million in the current nine months compared
to $4.1 million in the first nine months of fiscal 1999. The increase is due to
additional rent being accrued in the financial statements. Selling, general and
administrative costs increased $239,000.
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 Gammath
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 Cleoparta 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.
7
<PAGE>
As of March 31, 2000, the Company had a working capital deficit of $5.8
million, which approximates the deficit at June 30, 1999. 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 $31,000 at March 31, 2000.
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 March 31, 2000, 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, 1999.
Item 2. Changes In Securities
None
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:
None
8
<PAGE>
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.
OASIS RESORTS INTERNATIONAL INC.
(formerly, Flexweight Corporation)
Dated: May 12, 2000 By: /s/ Walter Sanders
Walter Sanders
President and Director
Dated: May 12, 2000 By: /s/ Jon L. Lawver
Jon L. Lawver,
Principal Accounting Officer
and Director
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> MAR-31-2000
<CASH> 30,983
<SECURITIES> 210,000
<RECEIVABLES> 712,075
<ALLOWANCES> 0
<INVENTORY> 173,044
<CURRENT-ASSETS> 1,674,231
<PP&E> 249,500
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,692,978
<CURRENT-LIABILITIES> 7,444,842
<BONDS> 0
0
0
<COMMON> 11,861
<OTHER-SE> 1,887,498
<TOTAL-LIABILITY-AND-EQUITY> 12,692,978
<SALES> 4,960,000
<TOTAL-REVENUES> 4,782,000
<CGS> 4,326,000
<TOTAL-COSTS> 911,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (454,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (454,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (454,000)
<EPS-BASIC> (.06)
<EPS-DILUTED> (.06)
</TABLE>
