-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KrwNVMpV/Yn+WqGWLEY31uRvfMB2aD3vXGqHa3hZdfG/83aaBwnfxfRcpQtGi9/4 aKzP/v8fh+ATzly4ABORIw== 0000316128-00-000003.txt : 20000225 0000316128-00-000003.hdr.sgml : 20000225 ACCESSION NUMBER: 0000316128-00-000003 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 20000224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OASIS RESORTS INTERNATIONAL INC /NV CENTRAL INDEX KEY: 0000316128 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 480680109 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-09476 FILM NUMBER: 552584 BUSINESS ADDRESS: STREET 1: 3753 HOWARD HUGHES PARKWAY SUITE 200 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7028923742 MAIL ADDRESS: STREET 1: 3753 HOWARD HUGHES PARKWAY SUITE 200 CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: FLEXWEIGHT CORP DATE OF NAME CHANGE: 19920703 10QSB 1 QUARTERLY REPORT ON FORM 10QSB FOR 03/31/99 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-QSB Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended March 31, 1999 Commission File No. 0-9476 OASIS RESORTS INTERNATIONAL INC. (Exact name of registrant as specified in its charter) Nevada 48-0680109 (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation or organization) 3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89103 (Address of principal executive offices) (Zip Code) (702) 892-3742 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No X APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of capital stock, as of the latest practicable date. Common Stock $.01 par; 15,953,523 shares as of February 24, 2000 [ORI\98\10-QSB:33199-1.QSB] OASIS RESORTS INTERNATIONAL INC. INDEX Page PART I Item 1. Financial Statements Consolidated Balance Sheet as of March 31, 1999 (unaudited)...... 2 Consolidated Statements of Operations for the Three and Six Months Ended March 31, 1999 and 1998 (unaudited)........................... 3 Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 1999 (unaudited).................................... 4 Notes to Consolidated Financial Statements ...................... 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................. 10 PART II Item 1. Legal Proceedings................................................ 13 Item 2. Changes In Securities............................................ 13 Item 3. Defaults Upon Senior Securities.................................. 13 Item 4. Submission Of Matters To A Vote Of Security Holders.............. 13 Item 5. Other Information................................................ 13 Item 6. Exhibits And Reports On Form 8-K................................. 13 Signatures....................................................... 14 [ORI\98\10-QSB:33199-1.QSB] 1 OASIS RESORTS INTERNATIONAL, INC. (Formerly Flexweight Corporation) Consolidated Balance Sheet (Unaudited) March 31, ASSETS 1999 Cash and cash equivalents $ 66,625 Accounts receivable, net 723,816 Inventory 176,871 Marketable securities 1,102,000 Other current assets 165,907 Total current assets 2,235,219 Property and equipment, net 510,565 Lease deposit 1,000,000 Investment, at cost 2,000,000 Land held for development 3,700,000 Intangible assets, net 9,083,475 Other assets 27,906 Total assets $18,557,165 LIABILITIES AND STOCKHOLDERS' DEFICIT Accounts payable $ 1,880,006 Accrued rental payments 4,295,577 Other accrued liabilities 2,965,363 Current portion of notes payable 550,000 Total current liabilities 9,490,946 Long-term debt 3,425,000 Total liabilities 13,115,946 Stockholders equity: Common stock, par value $0.001; 75,000,000 shares authorized, 15,953,523 shares issued and outstanding 15,953 Additional paid-in-capital 19,822,136 Accumulated deficit (8,690,970) Unrealized loss on Marketable Securities (685,900) Note receivable from controlling shareholder (5,000,000) Total stockholders equity 5,461,219 Total liabilities and stockholders' equity $18,577,165 See accompanying notes to these condensed consolidated financial statements [ORI\98\10-QSB:33199-1.QSB] 2 OASIS RESORTS INTERNATIONAL INC. (Formerly Flexweight Corporation) Condensed Statements of Operations For the Three and Nine Months Ended March 31, 1999 and 1998 (Unaudited)
Three Months Ended Nine Months Ended, March 31, March 31, 1999 1998 1999 1998 Revenues $ 914,000 $931,000 $ 3,734,000 $ 3,691,300 Cost of revenues 1,388,000 2,150,000 4,508,600 7,085,700 Gross profit (474,000) (1,219,000) (774,600) (3,394,400) Selling, general and administrative expenses 159,000 218,000 672,400 873,100 Total operating expenses 159,000 218,000 672,400 873,100 Net loss $(633,000) $(1,437,000) $(1,447,000) $(4,267,500) Net loss per common share $ (.04)$ (.18) $ (.10)$ (.55) Weighted average common shares included in basic and fully diluted shares outstanding 15,953,523 7,817,248 13,908,098 7,817,248
See accompanying notes to these condensed consolidated financial statements [ORI\98\10-QSB:33199-1.QSB] 3 OASIS RESORTS INTERNATIONAL INC. Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 1999 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (1,447,000) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Depreciation and amortization 99,972 Increases (decreases) in changes in assets and liabilities: Accounts receivable (104,532) Inventory (5,634) Other assets 34,693 Accounts payable 24,835 Accrued expenses 3,152,443 Due to affiliates (1,517,000) Net cash provided by operating activities 237,777 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of equipment and furnishings (199,948) Net cash used by investing activities (199,948) Net increase (decrease) in cash (37,829) Cash and cash equivalents, beginning of period 104,454 Cash and cash equivalents, end of period $ 66,625 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ -
See accompanying notes to these condensed consolidated financial statements [ORI\98\10-QSB:33199-1.QSB] 4 Note 1 - Organization and History Oasis Resorts International, Inc. (formerly Flexweight Corporation, a Kansas Corporation) herein referred to as "OASIS") and it's subsidiaries (collectively the "Company") intend to develop and operate gaming operations throughout the world. On May 1, 1998, OASIS, an inactive corporation registered with the Securities and Exchange Commission (the "SEC"), merged with Oasis Resorts, Hotel & Casino-III, Inc. ("ORHC"), which held assets representing 20 acres of partially-developed land in Oasis, Nevada. In connection with the merger, OASIS issued 3,010,000 shares of common stock to the shareholders of ORHC to acquire 100% of the issued and outstanding common stock of ORHC. In addition, the Company issued the shareholders of ORHC 1,000,000 shares of Oasis common stock in connection with the real estate agreement dated April 9, 1998. Upon the close of the merger, the shareholders of OASIS retained 749,581 shares of common stock. Upon the close of the merger, the shareholders of ORHC retained approximately 80% of the issued and outstanding common stock of OASIS. Effective October 19, 1998, the Company reincorporated in Nevada and changed the name of the Company from Flexweight Corporation to Oasis Resorts International, Inc. to better reflect its new corporate direction. In connection therewith, the Company increased its authorized capital stock from 25,000,000 shares of $0.10 par value common stock to 75,000,000 shares of $0.001 par value common stock and 25,000,000 shares of $0.001 par value preferred stock. Each common share of the Company was exchanged for one (1) common share in the new corporation. On October 19, 1998, management of the Company formed Cleopatra Palace Resorts and Casinos Ltd, a United Kingdom company, ("CPRC") and entered into an exchange agreement with NuOasis International, Inc.("NuOasis"), a wholly owned subsidiary of NuOasis Resorts, Inc ("Resorts"). CPRC acquired all of the equity interest owned by NuOasis in Cleopatra Cap Gammarth, Limited (which operates the casino Cleopatra Cap Gammarth) and Cleopatra's World, Inc. (which operates the Le Palace Hotel & Resorts at Cap Gammarth). All of the properties are located in Tunisia. In connection therewith, the Company issued 6,817,248 shares of common stock and common stock purchase warrants representing the right to acquire 36,000,000 shares at $6.00 per share, and issued promissory notes with an aggregate face value of $180 million to NuOasis in exchange for certain assets in NuOasis. Note 2 - Basis of Presentation and Principles of Accounting Basis of Presentation This acquisition of NuOasis interests by the Company is accounted for as a reverse acquisition since the operations of NuOasis are more significant, NuOasis directors control the board of directors of the Company, and NuOasis has an option to acquire a controlling interest in the Company. Accordingly, the accompanying consolidated financial statements are presented as if the assets, and related operations of Resorts and NuOasis, were acquired at the beginning of the reporting period. The assets of Oasis are deemed to have been acquired in the reverse acquisition. Accordingly, the assets and liabilities are recorded at fair value at the date of acquisition. Going Concern Considerations Since inception, the Company has been in the development stage with no revenues from it's intended operations which are the construction and operation of gaming facilities. Through the reverse acquisition of NuOasis,the Company has increased capital requirements which have caused significant delays in the execution of the Company's operating plan. The Company lacks the financing to continue the development of it's gaming facilities domestically and internationally. These factors raise substantial doubt about the Company's ability to continue as a going concern. [ORI\98\10-QSB:33199-1.QSB] 5 Management's plans with respect to these matters include obtaining sources of capital which may be acceptable to the Company. Management believes that the Company's capital requirements are in excess of $100 million. There are no assurances that such financing will be consummated on terms favorable to the Company. The successful consummation of adequate financing, and ultimately, the achievement of operating revenues sufficient to meet the Company's cost structure is management's primary objective. There are no assurances that adequate financing at terms satisfactory to the Company will be obtained, and if obtained, there are no assurances that the Company will achieve profitability. No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty. Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All inter-company accounts have been eliminated in consolidation. Fiscal Year End As a result of the reverse acquisition the Company has elected a June 30 year end. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Presentation The historical financial information presented has been adjusted to give effect to the reverse merger as described in Note 1 to the financial statements. Going Concern The Company's working capital resources during the period ended March 31, 1999 were provided by utilizing the cash on hand at June 30, 1997 and from the operations of the Le Palace Hotel. The Company has experienced recurring net losses, has limited liquid resources, negative working capital. Management's intent is to continue searching for additional sources of capital and, in the case of NuOasis International, new casino gaming and hotel management opportunities. In the interim, the Company intends to continue operating with minimal overhead and key administrative functions provided by consultants who are compensated in the form of the Company's common stock. It is estimated, based upon its historical operating expenses and current obligations, that the Company may need to utilize its common stock for future financial support to finance its needs during fiscal 1999. Accordingly, the accompanying consolidated financial statements have been presented under the assumption the Company will continue as a going concern. Results of Operations - Quarter Ended March 31, 1999 Compared to Quarter Ended March 31, 1998 Revenues for the third quarter of fiscal 1999 were $.9 million which approximated the revenues of the fiscal 1998 second quarter. These revenues were entirely due to the operations of the Le Palace Hotel Tunisia. To date, the hotel has not been able to realize its potential due the failure of the developer to complete certain amenities at the hotel, the Cap Gammarth Casino and the surrounding properties associated with the complex. [ORI\98\10-QSB:33199-1.QSB] 6 Total cost of revenues were $1.4 million in the current quarter compared to $2.2 million in the fiscal 1998 quarter. The decrease is due to a reduction in the anticipated levels of operation due to the developer not completing the adjoining properties in the Cap Gammath complex. Selling, general and administrative costs decreased $59,000 for the same reasons. Liquidity and Capital Resources The Company has recurring losses from operations and requires approximately $5 million of immediate working capital to complete the final phase of construction of the Le Palace Hotel and Resort and the Cleopatra Cap Gammath Casino and service certain trade creditors. The Company will require additional capital to meet obligations of the hotel and casino as they become due during the next 12 months. The Company is currently a plaintiff in litigation with the owners of the Cleopatra Cap Gammarth casino due to delays in the completion of the projects by the owner. The Company has received a judgment totaling approximately $300 million, the ultimate collectability of which is unknown. The Company is a defendant in a matter initiated by the owners of the Le Palace Hotel and Resort for rents unpaid by the Company. The Company also requires approximately $70 million to continue the development of it's gaming facility in Oasis, Nevada, and may be subject to foreclosure proceedings in the event the Company is unable to raise the financing necessary to complete the project. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with respect to these matters include obtaining sources of capital to complete the projects, pay its trade creditors and its past-due rents. Meanwhile, the Company will attempt to perfect its judgment against the landlords of the Cleopatra Cap Gammath Casino. There are no assurances that such financing will be consummated on terms favorable to the Company, if at all, nor that the Company will be successful in collecting on its judgment against the owners of the Cleopatra Cap Gammath Casino. As of March 31, 1999, the Company had a working capital of $5 million, which is $8 million less than the deficit at June 30, 1998, due to the restructuring than took place July 1, 1998. The Company has currently been accruing the rent due on the Le Palace Hotel and the resulting cash from operations has been funding its cash needs. The Company had a cash balance of approximately $67,000 at March 31, 1999. The limited cash balance is a direct result of the Company having limited operations during the quarters. The Company has no commitments for capital expenditures or additional equity or debt financing and no assurances can be made that its working capital needs can be met. Additionally, as of March 31, 1999, the Company had no employees other than its President. The Le Palace Hotel had approximately 175 employees. PART II: OTHER INFORMATION Item 1. Legal Proceedings The Company knows of no significant changes in the status of the pending litigation or claims against the Company as described in Form 10-KSB for the Company's fiscal year ended June 30, 1998. Item 2. Changes In Securities None [ORI\98\10-QSB:33199-1.QSB] 7 Item 3. Defaults Upon Senior Securities None Item 4. Submission Of Matters To A Vote Of Security Holders None Item 5. Other Information None Item 6. Exhibits And Reports On Form 8-K (a) Exhibits: Exhibit Number Description of Exhibit 27 Financial Data Schedule (b) Reports on Form 8-K: None [ORI\98\10-QSB:33199-1.QSB] 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. OASIS RESORTS INTERNATIONAL INC. (formerly, Flexweight Corporation) Dated: February 24, 2000 By: /s/ Walter Sanders Mr. Walter Sanders, President and Director Dated: February 24, 2000 By: /s/ Charles Longson Mr. Charles Longson, Director [ORI\98\10-QSB:33199-1.QSB] 9 EX-27 2 ART. 5 FDS FOR 9 MONTHS ENDED 03/31/99
5 9-MOS JUN-30-1999 MAR-31-1999 66,625 1,102,000 723,816 0 176,871 2,235,219 510,565 0 18,557,165 9,490,946 0 0 0 15,953 5,445,263 18,557,165 3,734,000 3,734,000 4,508,600 672,400 0 0 0 (1,447,000) 0 (1,447,000) 0 0 0 (1,447,000) (.10) (.10)
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