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 August 31, 1998 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:
(702) 892-3742
____________
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 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 had no revenues for the fiscal year ended August 31, 1998.
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 June 30, 2000 was approximately
$4,700,000
Class Outstanding at June 30, 2000
Common Stock, $.001 par value 11,861,215 shares
Documents Incorporated by Reference:
None
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TABLE OF CONTENTS
PART I
Page
Item 1. Description of Business............................................. 1
Item 2. Description of Property............................................. 6
Item 3. Legal Proceedings................................................... 7
Item 4. Submission of Matters to a Vote of Security-Holders................. 7
PART II
Item 5. Market for Common Equity and Related Stockholder Matters............ 8
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................. 9
Item 7. Financial Statements................................................ 11
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure............................................. 11
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act................ 12
Item 10. Executive Compensation.............................................. 14
Item 11. Security Ownership of Certain Beneficial Owners and Management...... 15
Item 12. Certain Relationships and Related Transactions...................... 16
PART IV
Item 13. Exhibits and Reports on Form 8-K.................................... 16
<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's activities
were limited to the manufacture and sale of oilfield equipment. In 1985, the
Company filed for protection from creditors under Chapter 11 of the U.S.
Bankruptcy Code in the District of Kansas.
During the pendency of its reorganization proceedings, the Company
liquidated all of its oilfield 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 fiscal 1995, 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
1996, 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.
Following 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 & Casino - 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 transaction certain operational and development-stage
international hotel and gaming assets of NuOasis International Inc. ("NuOasis"),
a wholly-owned subsidiary of NuOasis Resorts Inc. ("Resorts"). The transaction
was accounted for as a reverse merger, thus making NuOasis the Company's largest
single shareholder. Through the acquisition of assets from NuOasis
International, Inc., the Company now develops, owns interests in, leases,
manages and operates themed hotels, gaming casinos and related operations
worldwide.
(a) Description of Business
This Annual Report is limited to discussion of the operations in fiscal
1997 and 1998, and since the inception of the operations of Oasis III. Refer to
the Company's 1999 Annual Report on Form 10-KSB/A for discussions of the
operations of the assets acquired from NuOasis on October 19, 1998. 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.
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 Resorts"-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.
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In addition to its present activities and interests in Tunisia, North
Africa and the United States, the Company is evaluating 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 newly-formed subsidiary of the Company, into Oasis III, the
Company acquired the Oasis 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, and
an eight-pump truck stop, a cafe and mini-market store which has been
substantially inoperative during the past three years. The Oasis III
Property 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
seeking capital to develop this property; however, to date, the Company
has been unsuccessful.
International Gaming and Hotel Activities
Through the subsequent acquisition of CPRC in fiscal 1999, 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.
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
CCGL.
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After a long history of missed completion dates set by STTG, CWI
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, CWI completed the Le Palace Hotel and marketed the
facility since its opening. And, while the balance of the resort
remained unfinished, the Le Palace Hotel has been actively managed and
marketed by CWI with steadily increasing annual room rental rates and
revenues; however, the reputation of the hotel is not what is expected
by management for a five-star Hotel due to such delays as completing
the Hotel by STTG.
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.
CPL financed the completion and opening of the Hammamet Casino
through loans from NuOasis and financing from Cedric Investment Company
Inc., a Panamanian corporation ("Cedric"). In connection with a $1.5
million loan from Cedric to complete and open the Hammamet Casino, the
Company pledged its 70% interest in Cleopatra Hammamet Casino, Ltd.,
the lease holder of the Hammamet Casino to Cedric. The Company had the
right to repurchase such interest for $1.5 million plus interest. Such
right expired September 22, 1998 and accordingly, the Company had no
further interest in the Hammamet Casino. 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.
Between 1996 and 1999, CPL and other related CPRC subsidiaries,
increased their interest in CWI 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, at 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
1997 or fiscal 1998.
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(b) Marketing
(1) Gaming and Hotel Management
Domestic Gaming
The Company did not have any domestic gaming activities in fiscal
1997 and fiscal 1998 and did not utilize or rely upon any marketing for
domestic gaming activities in fiscal 1997 and 1998.
International Casino Gaming and Hotel Management
The Company did not have any international casino gaming and hotel
management activities in fiscal 1997 and fiscal 1998 and did not
utilize or rely upon any marketing for domestic gaming activities in
fiscal 1997 and 1998.
(c) 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.
(d) 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.
(e) Seasonality
The Company's domestic gaming activities were non-operational in
fiscal 1997 and fiscal 1998. The Company's international casino gaming
and hotel management activities acquired after the year ended August
31, 1998 are subject to seasonality.
(f) Customer Dependence
The Company's domestic gaming activities were in the development
stage during fiscal 1997 and fiscal 1998; its international casino
gaming and hotel management activities were acquired after the year
ended August 31, 1998.
(g) 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".
(h) Government Contracts
None of the Company's industry segment activities involved
government contracts in fiscal 1997 or fiscal 1998.
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(i) Competition
Gaming and Hotel Management Activities
Domestic Gaming
The Company did not have any domestic gaming activities in fiscal
1997 or fiscal 1998 and, therefore, was not subject to competition.
International Gaming and Hotel Management Activities
The Company did not have any international gaming and hotel
management activities in fiscal 1997 or fiscal 1998 and, therefore, was
not subject to competition.
(1) Real Estate Activities
Real estate investments through August 31, 1998 consisted solely
of the Oasis III Property, which was undeveloped at the close of fiscal
1998 and, therefore, competition as it relates to real estate
activities is not applicable.
(j) 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.
(k) Government Regulation
(1) Gaming and Hotel Management Activities
Domestic Gaming
The Company did not have any domestic gaming activities during
fiscal 1997 or fiscal 1998 and, therefore, was not subject to
government regulation.
International Casino Gaming and Hotel Management
Activities
The Company did not have any international casino gaming and hotel
management activities during fiscal 1997 or fiscal 1998 and, therefore,
was not subject to government regulation.
(2) Real Estate Activities
The Company did not have any real estate development activities in
fiscal 1997 or fiscal 1998 and, therefore, was not subject to
government regulation.
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(l) 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.
(m) Employees
There were two (2) corporate officers of the Company who rendered
services during fiscal 1998 and fiscal 1997.
(n) 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.
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. In fiscal 1997 and fiscal
1998 up to May 1998, the Company was provided office space in Sandy,
Utah at the office of a former officer.
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(b) Gaming and Hotel Management Facilities
Domestic Gaming
At the close of fiscal 1998, 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 1998, the Company did not own any
international real property interests related to its pending
acquisition of international gaming and hotel and casino gaming
facilities nor did it have any international gaming and hotel
management facilities subject to lease obligations.
(c) Real Estate Activities
The Company did not have any domestic real estate operations at the close
of fiscal 1997 or fiscal 1998.
ITEM 3. LEGAL PROCEEDINGS.
In an attempt to prepare the Company for a successful merger or acquisition
with another business entity, the Company agreed to settle its debt obligation
to Barton County, Kansas. The original amount of debt claimed by Barton County
against the Company is $223,255. Such debt was incurred by the Company during
1985 and 1986 and is related to personal property tax liabilities. On November
26, 1997, the Company executed a Settlement Agreement with Barton County, Kansas
pursuant to which the Company was obligated to pay $12,500 to Barton County
within 90 days of the date of the Agreement. Barton County received such payment
from the Company, and the County released any and all liens held against the
Company.
CWI, is currently in arbitration with STTG, the developer/owner of the
Gammarth Resort over the amount of rent due for the LePalace Hotel since its
opening. An initial judgement was granted; however, the parties by mutual
agreement are continuing the matter.
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 compensatory damages in the
amount of $292 Million plus interest and $10 Million in punitive damages (the
"SALT Judgment"). The SALT Judgment affects the Cap Gammarth Casino and is
expected to result in the Company foreclosing on the interest of SALT and the
individual defendants equity ownership of SALT. CPRC management currently has
instituted proceedings in Tunisia to collect upon its money judgement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
On April 8, 1998, there was a special meeting of the Company's shareholders
(the "Fiscal 98 Meeting") 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
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approved the selection of Jones, Jensen & Company as the Company's independent
auditors for the fiscal year ended August 31, 1998 (which were subsequently
dismissed).
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.
On October 19, 1998, there was a special meeting of the Company's
shareholders (the "Fiscal 99 Meeting") 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 was exchanged for one (1) share of
$.001 par value common stock in Oasis. The Company also increased the authorized
shares to 75,000,000.
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 management'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". From late May 1998 to March 2000, the Company's shares have traded on
the NASDAQ Electronic Bulletin Board system under the symbol "OAIS". In March
2000, as a result of the Company failing to be in compliance with respect to the
disclosure requirements of the Exchange Act, the NASD delisted the Company's
common stock and ceased trading on the Bulletin Board. The Company intends to
take the steps necessary to resume trading after it becomes current with its
Exchange Act filing requirements. On March 3, 2000, the Company's symbol was
changed to "OAII".
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.
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<TABLE>
<CAPTION>
Bid Price of Common Stock
Fiscal 1998 High (1) Low (1)
<S> <C> <C>
Quarter ended 08/31/98 $36.25 $18.20
Quarter ended 05/31/98 $ .05 $ .05
Quarter ended 02/28/98 $ .05 $ .05
Quarter ended 11/30/97 $ .05 $ .05
Fiscal 1997 High (1) Low (1)
Quarter ended 08/31/97 $ .05 $ .05
Quarter ended 05/31/97 $ .05 $ .05
Quarter ended 02/28/97 $ .05 $ .05
Quarter ended 11/30/97 $ .05 $ .05
</TABLE>
_____________
(1) Amounts have been adjusted to give retroactive effect for the one for five
reverse stock split in February 2000 and the one for 100 reverse stock
split of April 1998.
(b) Holders
The Company had approximately 800 holders of record of its single class of
equity securities at August 31, 1998. 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.
(b) Significant Events During the Fiscal Year Ended August 31, 1997 and 1998
On May 1, 1998, the Company merged with Oasis III, which held assets
consisting of 20 acres of partially-developed land in Oasis, Nevada.
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In connection with the merger, the Company 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 its common stock in connection with the real estate
agreement dated April 9, 1998. Upon the close of the merger, the shareholders of
the Company held 149,916 shares of the Company's common stock and the
shareholders of Oasis III held approximately 802,000 shares of the Company's
common stock, representing approximately 80% of the issued and outstanding
common stock. The accompanying financial statements have been adjusted to
reflect a change in basis of accounting. Accordingly, the financial statements
reflect the operations of Oasis III for all periods presented and the financial
position of Oasis III at historical bases, with the excess liabilities assumed
by Flexweight, accounted for as a distribution through the deficit accumulated
during the development stage.
(c) Liquidity and Capital Resources
(1) Liquidity
At August 31, 1998, the Company has a stockholder's deficit of $1.9
million, requires working capital to service its debt and operations, as well as
significant capital to fund its resort and casino development. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans with respect to these matters are to seek financing
on acceptable terms; however, management has been unsuccessful to date. No
adjustments have been made to the financial statements as a result of this
uncertainty.
(2) Capital Expenditures
The Company has no commitments for material capital expenditures; however,
the Company's subsidiary, Oasis III, is seeking financing commitments in the
aggregate amount of $75 Million to develop its property.
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.
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.
(3) Cash Flows
Cash used by operating activities was $120,380 for the year ended August
31, 1998 as compared to cash used by operations of $40,435 for the comparable
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period last year. Major reconciling adjustments between the net loss of
$2,449,114 and the net cash used in operating activities of $120,380 for fiscal
1998 were $24,680 for loss on sale of marketable securities, $2,211,521 of
common stock and stock warrants issued for services rendered, and contributed
services of $150,000. Prepaid interest increased by $77,467 and accounts payable
increased by $20,000. In fiscal 1997, the only adjustment to reconcile the net
loss of $190,435 to cash used in operating activities of $40,435 was the value
of contributed services of $150,000.
Cash used by investing activities was $10,883 and $44,331 for the years
ended August 31, 1998 and 1997, respectively. During fiscal 1998 the Company
purchased equipment for $24,916, and incurred land development costs of $121,139
offset by cash received from marketable securities sold of $135,172. During
fiscal 1997 the Company incurred $44,331 of land development costs, primarily
interest.
Cash provided by financing activities was $134,665 and $84,766 for the
years ended August 31, 1998 and 1997, respectively, was from capital
contributions from shareholders.
(d) Results of Operations
Year Ended August 31, 1998 Compared to Year Ended August 31, 1997.
The Company has not had revenues from operations in either of the last two
fiscal years.
From time to time, the Company issues common stock to effect transactions
in the normal course of business. In fiscal 1998, the Oasis issued Common stock
and warrants for consulting services with Hudson Consulting, Park Street
Investments, NuVen Advisors and others valued at $2,211,521. During fiscal 1998,
the Company received consultations in connection with its business plan, market
research, funding alternatives, management advisory services, management
assistance, accounting, legal and professional, as well as property management
services.
Oasis and affiliates provide administrative, accounting, and legal
services, as well as office space. The value of these services is approximately
$100,000, annually. In addition, the Company's president provides services at
cost below fair value. The value of the president's salary is estimated at
approximately $50,000, annually. Such amounts are considered capital
contributions.
(e) Income Taxes
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, LLP. Jones, Jensen & Company previously issued a
11
<PAGE>
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 June 30, 2000.
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 1997
and fiscal 1998 were as follows:
Name Age Position Period Served as Director
Walter G. Sanders 53 President, Flexweight May 1, 1998 to present
Corporation and Director
Charles R. Longson 56 Director May 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, 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 G. Sanders. Walter G. 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.
12
<PAGE>
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 gaming
resorts. Mr. Longson specializes in start-up construction, including: design,
development, floor layouts and operations and personnel.
(c) Identification of Certain Significant Employees and Consultants
In June 1998, the Company entered into consulting agreements with Mr.
Kurtz, doing business as Park Street (the "Park Street Agreement"), as amended.
Pursuant to the Park Street Agreement, the Company agreed to pay Mr. Kurtz
126,666 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 200,000 shares of its common stock
to NuOasis in exchange for 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 50,000 shares of its common stock at $0.50 per share
(the "NuOasis Option"). At August 31, 1998, NuOasis had not exercised the
NuOasis Option.
During fiscal 1998, 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 Inc.
("NuVen") on July 18, 1998 (the "NuVen Agreement"). Pursuant to the Hudson
Agreement and the NuVen Advisors Limited Partnership, successor to 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 3,000 shares
of its common stock each month for the term of the subject agreement. Following
the purchase of the assets of NuOasis in October 1998, the Company issued
300,000 shares of its common stock to Hudson as its fee for identifying and
assisting in the closing of the transaction. The Hudson Agreement 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 8,000 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 70,000 shares of the Company; common stock at a price of
$30.00 per share. At August 31, 1998, NuVen had not exercised the NuVen Option.
(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.
13
<PAGE>
(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.
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, 1998 - - -
President 1997 - - -
1996 - - -
Charles Longson 1998 - - -
Secretary and Director 1997 - - -
1996 - - -
(b) Stock Options
Not applicable.
(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.
(e) Contracts With Executive Officers
14
<PAGE>
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 19, 1998,
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 May 31, 2000, the most recent practicable date.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
$.001 par value NuOasis Resorts International Inc. 9,674,690 85.6%
Common Stock 43 Elizabeth Avenue, Box N-8680
Nassau, Bahamas
</TABLE>
(1) Amounts have been adjusted to give retroactive effect to the five for one
reverse stock split in February 2000.
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 May 31, 2000:
<TABLE>
<CAPTION>
Title
of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Interest (1) of Class
<S> <C> <C> <C>
$.001 par value Mr. Walter Sanders 400,000 3.6%
Common Stock P.O. Box 2329
West Wendover NV 89883
$.001 par value All Officers and Directors as a group 400,000 3.6%
Common Stock
</TABLE>
15
<PAGE>
(1) Amounts have been adjusted to give retroactive effect to the one for
five reverse stock split in February 2000.
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 1998 or fiscal 1997 that exceeded an aggregate amount of $60,000.
(b) Indebtedness of Management
There were no transactions, or series of similar related transactions
during fiscal 1998 or fiscal 1997.
(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.
(c) Exhibits
Unless otherwise noted, Exhibits are filed herewith.
Exhibit
Number Description
22.1 Schedule of Subsidiaries of the Company
27 Financial Data Schedule
(d) Reports
(1) In November 1998, the Company filed a Current Report on Form 8-K
reporting (a) reincorporation in Nevada, (b) change of name of the Company, (c)
increase and change of par value of authorized capital stock, (d) exchange if
issued shares and (e) exchange of common stock, warrants and notes of the
Company for the assets of NuOasis International, Inc.
16
<PAGE>
(2) In May 1998, the Company filed a Current Report on Form 8-K reporting
that on May 1, 1998, Flexweight Corporation entered into a Reorganization
Agreement with FLEX and Oasis-III. Under the Agreement, FLEX merged into
Oasis-III and Oasis-III is the surviving entity as a wholly owned subsidiary of
the Flexweight. All outstanding shares of Oasis-III will be converted into
shares of the Company and there will be no changes in or amendments to the
Articles of Incorporation or Bylaws of Oasis-III. The directors and officers of
Oasis remained after the merger and they are also replacing the current
directors and officers of Flexweight. Walter Sanders, Charles Longson and
Richard Capri are Directors of Flexweight and of Oasis and Walter Sanders is
President, Richard Capri is Secretary/Treasurer and Sonny Longson is Vice
President of each of the two entities.
17
<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: July 24, 2000 By: /s/ Walter Sanders
Walter Sanders, President and Director
Date: July 24, 2000 By: /s/ Jon L. Lawver
Jon L. Lawver, Principal
Accounting Officer and 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: July 24, 2000 By: /s/ Walter Sanders
Mr. Walter Sanders, President and Director
Date: July 24, 2000 By: /s/ Jon L. Lawver
Jon L. Lawver, Principal
Accounting Officer and Director
Date: July 24, 2000 By: /s/ Charles Longson
Charles Longson, Director
Date: July 24, 2000 By: /s/ Richard O. Weed
Richard O. Weed, Director
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Index to Consolidated Financial Statements
Description Page
Independent Auditors' Report................................................ F-2
Consolidated Balance Sheet as of August 31, 1998............................ F-3
Consolidated Statements of Operations for the years ended
August 31, 1998 and 1997, and the period from inception
(December 21, 1995) to August 31, 1998.................................... F-4
Consolidated Statements of Stockholders' Deficit for the
years ended August 31, 1998 and 1997, and the period from
inception (December 21, 1995) to August 31, 1996.......................... F-5
Consolidated Statements of Cash Flows for the years ended
August 31, 1998 and 1997, and the period from inception
(December 21, 1995) to August 31, 1998.................................... F-7
Notes to Consolidated Financial Statements.................................. F-8
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Oasis Resorts International, Inc.
(formerly Flexweight Corporation)
We have audited the accompanying consolidated balance sheet of Oasis Resorts
International, Inc. ("Oasis") and subsidiary, Oasis Hotel, Resort & Casino -
III, Inc. ("Oasis III") (collectively, the "Company") as of August 31, 1998, and
the related consolidated statements of operations, stockholders' deficit and
cash flows for each of the years in the two-year period ended August 31, 1998,
and the period from inception (December 21, 1995) to August 31, 1998. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the
Company as of August 31, 1998, and results of their operations and their cash
flows for each of the years in the two-year period ended August 31, 1998, and
the period from inception (December 21, 1995) to August 31, 1998, in conformity
with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company is a development-stage company
with no operating revenues since its inception. The Company requires substantial
construction financing, as well as working capital financing to meet its
obligations as they become due. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
As discussed in Notes 1 and 2, Oasis entered into an exchange agreement
accounted for as a reverse acquisition, whereby Oasis is deemed to have been
acquired by Oasis III for accounting purposes. Accordingly, the accompanying
consolidated financial statements have been retroactively restated to include
the historical assets and liabilities, and the historical operations of Oasis
III for all periods presented. The operations of Oasis are included in the
accompanying consolidated financial statements from the date of acquisition, May
1, 1998, to August 31, 1998.
/s/ McKennon, Wilson & Morgan, LLP
Irvine, California
June 30, 1999, except Note 7
for which the date is February 8, 2000
F-2
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Consolidated Balance Sheet
<TABLE>
<CAPTION>
<S> <C>
August 31,
ASSETS 1998
Cash $ 3,402
Land held for development (Notes 2 and 3) 1,083,001
Property and equipment, net 24,816
Prepaid interest 77,467
Marketable securities (Note 2) 211,250
First trust deed note security deposit (Notes 3 and 4) 550,000
$ 1,949,936
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable $ 20,000
First trust deed note payable (Notes 2 and 4) 550,000
Second trust deed note payable to OIHC (Notes 4 and 6) 3,425,000
Total liabilities 3,995,000
Commitments and Contingencies (Note 5)
Stockholders' Deficit (Notes 6 and 7):
Common stock, par value $0.001; 75,000,000 shares
authorized; 1,527,255 shares issued and outstanding 1,527
Additional paid-in capital 4,329,931
Deficit accumulated during the development stage (6,237,772)
Unrealized loss on marketable securities (138,750)
Total stockholders' deficit (2,045,064)
$ 1,949,936
</TABLE>
See accompanying notes to these consolidated financial statements.
F-3
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Consolidated Statements of Operations
For The Years Ended August 31, 1998 and 1997
and The Period From Inception (December 21, 1995)
Through August 31, 1998
<TABLE>
<CAPTION>
From Inception
Through
August 31, 1998
1998 1997
<S> <C> <C> <C>
Revenues $ - $ - $ -
Expenses:
Common stock and warrants
issued for consulting services 2,211,521 - 2,211,521
Value of unpaid services 150,000 150,000 412,500
Other operating expenses 62,913 40,435 164,071
2,424,434 190,435 2,788,092
Operating loss (2,424,434) (190,435) (2,788,092)
Loss on sale of marketable securities 24,680 - 24,680
Net Loss $ (2,449,114) $ (190,435) $ (2,812,772)
Net loss per basic and dilutive share $ (2.48) $ (.24)
Weighted average shares included
in basic and diluted net loss per
share 986,598 802,000
</TABLE>
See accompanying notes to these consolidated financial statements.
F-4
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Consolidated Statements of Stockholders' Deficit
For The Years Ended August 31, 1998 and 1997
and The Period From Inception (December 21, 1995)
Through August 31, 1996
<TABLE>
<CAPTION>
Deficit
Accumulated Unrealized
Common Stock Additional During the Loss on
Paid-In Development Marketable
Capital Stage Securities Total
<S> <C> <C> <C> <C> <C> <C>
Shares Amount
Inception, December 21, 1995 802,000 $ 802 $ (802) $ - $ - $ -
Common stock of affiliate issued in
connection with land - - 225,000 - - 225,000
Capital contributions - - 83,253 - - 83,253
Value of contributed services - - 112,500 - - 112,500
Net loss for period - - - (173,223) - (173,223)
Balances, August 31, 1996 802,000 802 419,951 (173,223) - 247,530
Capital contributions - - 84,766 - - 84,766
Value of contributed services - - 150,000 - - 150,000
Net loss for year - - - (190,435) - (190,435)
Balances, August 31, 1997 802,000 802 654,717 (363,658) - 291,861
(Continued)
</TABLE>
See accompanying notes to these consolidated financial statements.
F-5
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Consolidated Statements of Stockholders' Deficit
For The Years Ended August 31, 1998 and 1997
and The Period From Inception (December 21, 1995)
Through August 31, 1996
<TABLE>
<CAPTION>
Deficit
Accumulated Unrealized
Common Stock Additional During the Loss on
Paid-In Development Marketable
Capital Stage Securities Total
Shares Amount
<S> <C> <C> <C> <C> <C> <C>
Capital contributions - - 194,245 - - 194,245
Shares for reverse acquisition
of Flexweight 149,916 150 (150) - - -
Constructive dividend from
issuance of note payable to OIHC - - - (3,425,000) - (3,425,000)
Shares issued for services rendered 211,304 211 1,056,310 - - 1,056,521
Warrant issued for services rendered - - 455,000 - - 455,000
Issuance of common stock for
land financing and related costs 22,064 22 110,299 - - 110,321
Issuance of common stock for
first trust deed note security 110 549,890 - - 550,000
deposit 110,000
Shares issued to NuOasis for
services rendered 130,000 130 649,870 - - 650,000
Shares issued to NuOasis for
common stock of NuOasis, at cost 70,000 70 349,930 - - 350,000
Shares issued for marketable 31,970 32 159,820 - - 159,852
securities
Value of contributed services - - 150,000 - - 150,000
Unrealized loss on marketable
securities - - - - (138,750) (138,750)
Net loss for year - - - (2,449,114) - (2,449,114)
Balances, August 31, 1998 1,527,255 $ 1,527 $ 4,329,931 $ (6,237,772) $ (138,750) $(2,045,064)
</TABLE>
See accompanying notes to these consolidated financial statements.
F-6
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Consolidated Statements of Cash Flows
For The Years Ended August 31, 1998 and 1997
and The Period From Inception (December 21, 1995)
Through August 31, 1998
<TABLE>
<CAPTION>
From Inception
Through
1998 1997 August 31, 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net loss $(2,449,114) $ (190,435) $ (2,812,772)
Adjustments to reconcile net loss to
net cash used in operating activities:
Loss on sale of marketable securities 24,680 - 24,680
Common stock and warrants issued for services
rendered 2,211,521 - 2,211,521
Value of contributed services 150,000 150,000 412,500
Increase in prepaid interest (77,467) - (77,467)
Increase in accounts payable 20,000 - 20,000
Net cash used in operating activities (120,380) (40,435) (221,538)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (24,916) - (24,916)
Proceeds from sale of marketable securities 135,172 - 135,172
Land acquisition and development costs (121,139) (44,331) (188,001)
Net cash used in investing activities (10,883) (44,331) (77,745)
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions 134,665 84,766 302,685
Net cash provided by financing activities 134,665 84,766 302,685
NET INCREASE IN CASH 3,402 - 3,402
CASH AT BEGINNING OF PERIOD - - -
CASH AT END OF PERIOD $ 3,402 $ - $ 3,402
CASH PAID FOR:
Interest, net of amounts capitalized (Note 2) $ - $ - $ -
NON CASH FINANCING ACTIVITIES
Common stock of affiliate issued for land
acquisition $ - $ - $ 225,000
Common stock issued for land financing $ 100,000 $ - $ 100,000
Common stock issued for security deposit $ 550,000 $ - $ 550,000
Common stock issued for land development costs $ 10,321 $ - $ 10,321
Common stock issued for investments $ 159,852 $ - $ 159,852
Note payable issued for acquisition of land $ 250,000 $ - $ 550,000
</TABLE>
See accompanying notes to these consolidated financial statements.
F-7
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Notes to Consolidated Financial Statements
Note 1 - Organization and History
Oasis Resorts International, Inc. (formerly Flexweight Corporation, a Kansas
Corporation herein referred to as "OASIS") and it's wholly-owned subsidiary
(collectively the "Company") intend to develop and operate gaming operations
throughout the world. On May 1, 1998, OASIS, a blank-check company registered
with the Securities and Exchange Commission (the "SEC"), merged with Oasis
Resort, 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 602,000 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 200,000
shares of Oasis common stock in connection with the real estate agreement dated
April 9, 1998 (Note 3). Upon the close of the merger, the original shareholders
of OASIS retained 149,916 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 share of the Company
was exchanged for one (1) share in the new corporation.
On October 19, 1998, the Company entered into an exchange agreement with NuOasis
International, Inc., a wholly owned subsidiary of NuOasis Resorts, Inc.
("NuOasis"), trading symbol NUOA. The Company acquired all of the equity
interest owned by NuOasis International Inc. in Cleopatra Gammarth, Limited
(which operates the casino Cleopatra Cap Gammarth), Cleopatra Hammamet Limited
(which operates the casino Cleopatra Hammamet Casino) 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
1,363,450 shares of common stock and 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 International,
Inc. in exchange for certain assets in NuOasis. On November 15, 1999, management
of Oasis agreed to extinguish the debt and warrants for approximately 8.1
million shares of its common stock.
Note 2 - Basis of Presentation and Principles of Accounting
Basis of Presentation
The acquisition of OHRC is accounted for as a recapitalization since the
shareholders of ORHC control OASIS after the merger and OASIS is a blank-check
company with no operations. Accordingly, the accompanying consolidated financial
statements reflect the assets and liabilities of ORHC at their historical bases.
The accompanying consolidated financial statements reflect the operations of
OASIS from May 1, 1998 to August 31, 1998 and the operations of OHRC since its
inception (December 21, 1995) to August 31, 1998.
F-8
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Notes to Consolidated Financial Statements
Development-stage Operations
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 its gaming facilities domestically and
internationally. 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 which may be acceptable to the
Company. Management believes that the Company's capital requirements are in
excess of $75 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.
Incidental Operations
The Company's operations are intended to consist of the development and
operation of gaming facilities. During the periods presented herein, the
Company, from time to time, leased its facilities in order to reduce operating
costs during it's licensing and permitting process. In connection therewith, the
Company has reported leasing revenues, net of operating costs, totaling $60,723
and $40,435, as other operating expenses in the accompanying statements of
operations in fiscal 1996 included in the period from inception through
August 31, 1998 and included in fiscal 1997, respectively.
Consolidation
The accompanying consolidated financial statements include the accounts of the
Company and its wholly- owned subsidiary. All inter-company accounts have been
eliminated in consolidation.
Fiscal Year End
The Company has elected an August 31 year end through October 19, 1998. After
October 19, 1998, the Company will use a June 30 year end.
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' deficit. Realized gains and losses are recorded in
operations.
F-9
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Notes to Consolidated Financial Statements
As discussed in Note 6, the Company acquired certain equity securities in
AmeriResource Technologies, Inc. and Kelly's Coffee Group Inc. Such securities
were sold prior to August 31,1998 generating proceeds totaling $135,172,
resulting in a loss of $24,680.
As discussed in Note 6, the Company issued its shares to acquire 3,250,000
shares of common stock of NuOasis, valued at $350,000. At August 31,1998, the
fair value of these marketable securities totaled $211,250, and accordingly, the
Company recorded an unrealized loss amounting to $138,750 which is reflected
as a reduction to shareholders' deficit.
Interest Capitalization
The Company capitalizes interest charges incurred during the development of its
land. During the years ended August 31, 1998 and 1997, and the period form
inception through August 31, 1998, the Company capitalized cash interest costs
of $90,978, $21,600 and $121,478, respectively, capitalized finance related
costs incurred through the issuance of its common stock amounting to $120,000 in
fiscal 1998, and capitalized the increase in the face amount of the First Trust
Deed from $300,000 to $550,000 in fiscal 1998. No interest charges have been
charged to operations since inception to August 31, 1998. The Company does not
intend to capitalize interest in fiscal 1999 since the Company has delayed
further development until financing is received, and development has
recommenced.
Property and Equipment
Property and equipment are depreciated over their estimated useful lives using
the straight-line method ranging three to five years. Buildings will be
depreciated over a period of 30 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.
The Company assesses the recoverability of property and equipment by determining
whether the depreciation and amortization of property, and equipment over its
remaining life can be recovered through projected undiscounted future cash
flows. The amount of property and equipment 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.
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 August 31, 1998, consist of federal net
operating loss carryforwards amounting to approximately $1.9 million. At August
31, 1998, the Company provided a valuation allowance for these net operating
loss carryforwards totaling approximately $650,000. During the years ended
F-10
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Notes to Consolidated Financial Statements
August 31, 1998 and 1997, the Company's valuation allowance increased
approximately $633,000 and $6,000, respectively. Such net operating losses will
be limited as to use due to the Company's changes in ownership. The net
operating loss carryforwards expire through 2013. Significant items not
deductible for income tax reporting are the value of contributed services and
the value of warrants issued, not yet exercised, of $412,500 and $455,000,
respectively.
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
purchase warrants would be anti-dilutive. See Note 6 for common stock purchase
warrants outstanding which are anti-dilutive for EPS reporting purposes. If
anti-dilutive securities had been included in the calculation of loss per share,
approximately an additional 10,000 shares would have been included in the
denominator, weighted average shares outstanding. Subsequent to August 31, 1998,
in excess of 10 million shares have been issued in a variety of transactions,
materially impacting future earnings, loss per share.
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 split
approved on February 8, 2000 (Note 7).
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.
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.
Reporting Comprehensive Income
In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income. This
statement establishes standards for reporting the components of comprehensive
income and requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be included in a
financial statement that is displayed with the same prominence as other
financial statements. 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. The Company will adopt
the provisions of this statement in fiscal 1999.
F-11
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Notes to Consolidated Financial Statements
Disclosures about Segments of an Enterprise and Related Information
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
Disclosures of an Enterprise and Related Information. The provisions of this
statement require disclosures of financial and descriptive information about an
enterprise's operating segments in annual and interim financial reports issued
to stockholders. The statement 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. The Company will adopt the
provisions of this statement for fiscal 1999. These disclosure requirements will
not impact on the Company's financial position or results of operations.
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 August 31, 1998, the Company had no employee
stock options outstanding.
Note 3 - Land Held for Development
As discussed in Note 1, ORHC 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 a
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 ORHC 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 which were closed for the majority of the period from inception through
August 31, 1998. Management alloacated $300,000 of this original purchase price
to the 20-acre parcel, plus $225,000 for the value of common stock of an
affiliate, to secure financing. Additional costs incurred, considered ordinary
and necessary by management, totaling approximately $208,000 were incurred and
capitalized through August 31, 1998.
OIHC entered into a real estate purchase agreement (the "Real Estate Agreement")
dated April 9, 1998, as amended, with ORHC. In connection therewith, the Real
Estate Purchase Agreement called for a purchase price of $5,000,000, 200,000
shares of Oasis common stock valued at $1,000,000 (see Note 6), the assumption
of $550,000 First Trust Deed Note Payable and the issuance of a Second Trust
Deed Note Payable to OIHC totaling $3,425,000. OASIS closed escrow on the
property on or about May 7, 1998. As an inducement to extend credit to Oasis,
20,000 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 underlying 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 110,000
shares of its common stock to the First Trust Deed lender as security under the
loan and such shares will be returned upon the repayment of the $550,000 note.
F-12
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Notes to Consolidated Financial Statements
For accounting purposes, the Company reported the 200,000 shares as shares
retained by the founders at par value on December 21, 1995, reported the value
of the $3,425,000 debt as a deemed dividend distribution to OIHC and reflected
as an increase in the deficit accumulated during the development stage,
capitalized to land the value of the 20,000 shares as a cost necessary to secure
increased financing from the First Trust Deed lender, and capitalized to land
the value of the 20,000 shares totaling $100,000 and the increase of $250,000 in
the First Trust Deed Note from $300,000 to $550,000.
Note 4 - Notes Payable
On or about December 27, 1995, the Company issued a $300,000 First Trust Deed to
an individual as part of the cash tendered upon close of the purchase of its
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 20,000 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 was extended on its due date of May 11,
1999 for a period of one year.
OIHC agreed to accept a Second Deed of Trust note payable in the amount
$3,425,000 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. Through August 31, 1998, the Company has been unable to make
the required principal payments, and the note is currently in default, however,
the Second Trust Deed holder has not notified the Company of any intent to
foreclose on the loan. At August 31, 1998, the Company has prepaid interest
totaling $77,467 under this note. The Company's ability to continue to make the
required payments is contingent upon the Company raising additional capital.
Note 5 - Commitments and Contingencies
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.
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 70,000 shares of
common stock at $30.00 per share (see Note 6). No other remuneration was granted
to NuVen in connection with this advisory agreement.
Note 6 - 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
F-13
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Notes to Consolidated Financial Statements
been restated to reflect this amendment to the Company's Articles of
Incorporation. See Note 7 for one for five reverse stock split effected on
February 8, 2000.
Common Stock
From time to time, the Company issues common stock to effect transactions in the
normal course of business. The Company's common stock began trading on or about
May 27, 1998 on a very limited basis. The Board of Directors determined that the
Company's trading history through July 27, 1998, a period of 60 days from the
date the Company's common stock began trading, was not sufficient to establish a
value for purposes of valuing transactions involving its common stock. 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. After weighing available evidence
affecting fair value, the Board of Directors have established a fair value of
$5.00 per share for transactions entered into prior to July 27, 1998. The most
significant indicator of fair value per share was based on an independent
appraisal of the 20-acre parcel of land from a certified MAI, which was
considered to be the most readily ascertainable value of the Company's assets
underlying its common stock through July 27, 1998.
On May 1, 1998, the Company issued OIHC 602,000 shares of its common stock in
connection with merger (see Note 1). In addition, on or about May 7, 1998, the
Company issued 200,000 shares of its common stock to OIHC to close the purchase
of the 20-acre parcel of land (see Note 3). Such shares were deemed to be
founders shares since OIHC acquired the land at inception, and accordingly, such
shares have been retroactively reflected as outstanding on December 21, 1995.
In connection with the merger on May 1, 1998, the shareholders of OASIS retained
149,916 shares of common stock. In addition, on or about May 4, 1998, the
Company issued 140,000 common shares to certain directors, officers and
employees of OASIS for services rendered through May 1, 1998 (see Note 1). These
shares were accounted for as shares issued in connection with the reverse
acquisition of Oasis III accordingly, such shares were recorded at no value in
the accompanying consolidated statement of shareholders' deficit for the year
ended August 31, 1998.
In connection with the Real Estate Purchase Agreement dated April 9, 1998 (Note
3), the Company issued 20,000 shares as a one-time fee for the First Trust Deed
note financing and 110,000 shares as a security deposit for the First Trust Deed
note payable (Note 4) valued at $100,000 and $550,000, respectively. The value
of the 110,000 shares of $550,000 are reflected in the accompanying balance
sheet at August 31, 1998.
From May 7, 1998 to May 23, 1998, the Company issued 4,462 common shares valued
at $22,308 to certain individuals and consulting firms for services rendered.
The Company received consultations in connection with its business plan, market
research and funding alternatives. Such costs have been charged to operations in
fiscal 1998.
On May 30, 1998, the Company issued 200,000 shares of its common stock in
exchange for 3,250,000 shares of NuOasis Resorts Inc. 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 difference between the fair
value of the NuOasis shares of common stock received of $350,000 and the
estimated value of the Company's common stock issued of $1,000,000, or $650,000,
was charged to expense for management advisory services performed by certain
directors and officers of NuOasis for the benefit of the Company.
F-14
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Notes to Consolidated Financial Statements
On June 1, 1998, the Company entered into a consulting agreement with a company
which provided financial consulting, corporate filings and structure, industry
analysis, and certain feasibility assessments. In connection therewith, the
Company issued 126,666 shares of common stock valued at $633,333, and this value
was charged to operations in fiscal 1998.
On June 24, 1998 and August 7, 1998, the Company exchanged 22,760 and 2,105
common shares for 16,257,166 and 7,692,308 common shares of AmeriResource
Technologies, Inc. In addition, on June 18, 1998 and August 7, 1998, the Company
exchanged 5,000 and 2,105 common shares, for 2,000,000 and 2,500,000 common
shares of Kelly's Coffee Group Inc. The value ascribed to these marketable
securities was based on the underlying common stock of OASIS, or $5.00 per
share. Accordingly, the Company recorded these marketable securities at $159,852
(Note 2).
On July 18, 1998, the Company entered into an agreement with a company
affiliated with OIHC to seek acquisition candidates. In connection therewith,
the Company reserved 300,000 shares of its common stock payable in the event the
consultant introduces an acquisition of $20 million or greater value. The
consultant earned such shares on October 18, 1998 when the Company acquired
assets of NuOasis.
On July 18, 1998, retroactive to April 1, 1998, the Company entered into an
agreement for financial advisory services which required the issuance of 8,000
shares of common stock valued at $40,000, plus $3,000 per month in cash or
common stock, for a period of one year. In addition, the Company issued warrants
to purchase 70,000 shares of common stock pursuant to this agreement (see
below). The value of these 8,000 shares have been charged to operations in
fiscal 1998.
On July 18, 1998, the Company entered into agreements for services whereby the
Company issued 84,638 shares of its common stock valued at $423,190, and the
value of such shares were charged to operations during fiscal 1998. Services
were provided for management assistance, legal and property management services.
On or about July 21, 1998, the Company issued 2,064 common shares valued at
$10,321 to a consulting firm for services rendered in connection with preparing
the Company's plans for the proposed OASIS resort and casino in Oasis, Nevada.
Such costs have been capitalized to costs incurred for the development of its
land.
Common Stock Purchase Warrants
The Company used the Black-Scholes model to value the common stock purchase
warrants granted in fiscal 1998 to consultants; no warrants were granted in
fiscal 1997 and prior. The weighted-average assumptions used to estimate the
value of the warrants was 1) a volatility of 20% (based on limited trading
history), 2) a risk-free interest rate of 5%, 3) no dividends, and 4) an
expected life of one to three years, depending on the terms of the agreements.
On May 30, 1998, the Company granted NuOasis an option to purchase up to 50,000
shares of its common stock at $.50 per share. The term of the option is through
July 1, 2001, and allows the holder to adjust the number of options to an amount
that allows NuOasis to maintain the greater of its percentage ownership in the
Company of 19.5%. No additional shares were granted under this anti-dilution
provision of this agreement. In addition, the Company approved the appointment
of a director to the Company's board of directors. Using the Black-Scholes
model, the Company valued these warrants at $4.55 per share, or $227,500 and
have been charged to operations in fiscal 1998.
F-15
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Notes to Consolidated Financial Statements
On July 18, 1998, the Company entered into an advisory agreement with NuVen (see
Note 5 and above). In connection therewith, the Company issued warrants to
purchase 70,000 shares of common stock at $30.00 per share. The estimated fair
value of these warrants using the Black-Scholes model was determined to be $3.25
per share or approximately $227,500. The Company charged operations in fiscal
1998 for the value of these warrants.
Dividend Distribution
The issuance of the Second Deed of Trust totaling $3,425,000 to OIHC is
accounted for as a dividend distribution since OIHC is a control company.
Accordingly, management recorded a charge to the deficit accumulated during the
development stage as presented in the accompanying statement of stockholder's
deficit during the year ended August 31, 1998.
Contributed Services
Since inception, the Company has had minimal operations. OIHC and affiliates
provided administrative, accounting, and legal services, as well as office
space. The value of these services is approximately $100,000, annually. In
addition, the Company's president provides services at cost below fair value.
The value of the president's salary is estimated at approximately $50,000,
annually. Since inception, allocations for the services charged to the
accompanying statements of operations aggregated $412,500. Such amounts are
considered capital contributions and are reflected as additional paid-in capital
in the accompanying statements of stockholder's deficit.
Note 7 - Subsequent Events
On February 8, 2000, the board of directors approved a one for five reverse
stock split of the Company's $0.001 par value common stock. All share and per
share amounts have been restated to reflect this reverse stock split for all
periods presented.
Refer to the Company's 1999 Annual Report on Form 10-KSB/A, already on file,
for the disclosure of additional subsequent events.
Note 8 - Unaudited Condensed Consolidated Quarterly Financial Information
The following unaudited condensed consolidated quarterly financial information
is presented on a historical basis for Flexweight Corporation and OHRC for the
three and nine months ended May 31, 1998, with the adjustments to reflect the
impact of the recapitalization (reverse acquisition).
Unaudited Interim Financial Statements
The interim financial data as of May 31, 1998, and for the three months and nine
months then ended are 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
May 31, 1998, and the results of their operations for the three months and nine
months then ended.
F-16
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Notes to Consolidated Financial Statements
Results of Operations
Three Months Ended
May 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
Consolidated
Oasis Oasis III Adjustments Totals
<S> <C> <C> <C> <C>
Revenues $ - $ - $ - $ -
Expenses 3,333 58,471 (3,333)(1) 58,471
Net loss $ (3,333) $ (58,471) $ 3,333 $ (58,471)
Net loss per share $ (0.00) $ (0.01) $ 0.00 $ (0.01)
</TABLE>
Results of Operations
Nine Months Ended
May 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
Consolidated
Oasis Oasis III Adjustments Totals
<S> <C> <C> <C> <C>
Revenues $ - $ - $ - $ -
Expenses 10,000 1,075,221 (10,000)(1) 1,075,221
Net loss $ (10,000) $ (1,075,221) $ 10,000 $(1,075,221)
Net loss per share $ (0.00) $ (0.19) $ 0.00 $ (0.19)
</TABLE>
(1) To remove historical operations of Oasis as a result of the reverse
acquisition.
F-17
<PAGE>
OASIS RESORTS INTERNATIONAL, INC.
(Formerly Flexweight Corporation)
(A Development-Stage Company)
Notes to Consolidated Financial Statements
<TABLE>
<CAPTION>
Balance Sheet
May 31, 1998
(Unaudited)
Consolidated
Oasis Oasis III Adjustments Totals
<S> <C> <C> <C> <C>
Assets:
Land held for
development $ - $ 1,038,783 $ - $ 1,038,783
Marketable
securities - 48,750 - 48,750
Security deposit - 550,000 - 550,000
Other - 24,937 - 24,937
Total Assets $ - $ 1,662,470 $ - $ 1,662,470
Liabilities and
Stockholders' Deficit
Accounts payable $ 22,633 $ 20,000 $ - $ 42,633
Secured notes
payable - 3,975,000 - 3,975,000
Total Liabilities 22,633 3,995,000 - 4,017,633
Common stock and
additional paid-in
capital 1,536,316 2,832,599 (1,536,316)(1) 2,832,599
Deficit accumulated
during the
development stage (1,558,949) (4,863,879) 1,536,316 (1) (4,886,512)
Unrealized loss on
marketable
securities - (301,250) - (301,250)
Total Stockholders'
Deficit (22,633) (2,332,530) - (2,355,163)
Total Liabilities
and Stockholders'
Deficit $ - $ 1,662,470 $ - $ 1,662,470
</TABLE>
(1) To remove historical capital of Oasis and effectively record as
distribution of $22,633 for net liabilities assumed.
F-18
