-----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, FNz5sEdN+MN+sd+W36P2PefR0AWSsL6c/JD7ghTDv8u1KDsiE33Tm+vAQ7NYRiQr 2sKD7SCpl1UzVKtKY5ApWw== 0000316128-00-000008.txt : 20000428 0000316128-00-000008.hdr.sgml : 20000428 ACCESSION NUMBER: 0000316128-00-000008 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 20000427 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/A SEC ACT: SEC FILE NUMBER: 000-09476 FILM NUMBER: 609752 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/A 1 QUARTERLY REPORT ENDING 9/30/99 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-QSB/A Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended September 30, 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 No.) of incorporation or organization) 3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89103 (Address of principal executive offices) (Zip Code) (702) 892-3742 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No X APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of capital stock, as of the latest practicable date. Common Stock $.001 par; 11,301,945 shares as of February 29, 2000 OASIS RESORTS INTERNATIONAL INC. INDEX Page PART I Item 1. Financial Statements Consolidated Balance Sheet as of September 30, 1999 (unaudited)....2 Consolidated Statements of Operations for the Three Months Ended September 30, 1999 and 1998 (unaudited).............3 Consolidated Statements of Cash Flows for the Three Months Ended September 30, 1999 and 1998 (unaudited).............4 Notes to Consolidated Financial Statements ........................5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..............................6 PART II Item 1. Legal Proceedings..................................................8 Item 2. Changes In Securities..............................................8 Item 3. Defaults Upon Senior Securities....................................8 Item 4. Submission Of Matters To A Vote Of Security Holders................8 Item 5. Other Information..................................................8 Item 6. Exhibits And Reports On Form 8-K...................................8 Signatures.........................................................9 1 OASIS RESORTS INTERNATIONAL, INC. (Formerly Flexweight Corporation) Consolidated Balance Sheet September 30, 1999 (Unaudited)
ASSETS Cash and cash equivalents $ 45,236 Accounts receivable, net 442,813 Inventory 171,785 Marketable securities 345,000 Receivable from NuOasis 264,000 Other current assets 84,729 Total current assets 1,353,563 Property and equipment, net 251,834 Receivable from Lessor 1,283,858 Lease deposit 687,000 Land held for development 3,700,000 Investment, at cost 2,000,000 Other 598,389 Total assets $ 9,874,644 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 1,791,537 Due Lessor 3,897,146 Accrued liabilities 225,526 Current portion of notes payable 601,223 Total current liabilities 6,515,432 Notes payable, net of current portion 3,348,777 Fair value of notes payable to NuOasis 7,000,000 Total liabilities 16,864,209 Commitments and contingencies Stockholders' deficit: Preferred stock, par value $0.001; 25,000,000 shares authorized, no shares issued and outstanding - Common stock, par value $0.001; 75,000,000 shares authorized, 3,190,705 shares issued and outstanding 3,190 Additional paid-in capital 23,462,668 Accumulated deficit (24,221,499) Accumulated other comprehensive loss (233,924) Notes receivable from Resorts (6,000,000) Total stockholders' deficit (6,989,565) Total liabilities and stockholders' deficit $ 9,874,644
See accompanying notes to these condensed consolidated financial statements 2 OASIS RESORTS INTERNATIONAL INC. (Formerly Flexweight Corporation) Condensed Consolidated Statements of Operations for Three Months Ended September 30, 1999 and 1998 (Unaudited)
Three Months Ended September 30, 1999 1998 (Unaudited) (Unaudited) Revenues $ 2,008,000 $ 1,839,100 Cost of revenues 1,728,000 _ 1,626,700 Gross profit 280,000 _ 212,400 Selling, general and administrative expenses 325,000 _ 347,400 Net Loss $ (45,000) $ (135,000) Basic and diluted net loss per common share $ (.01) $ (.09) Weighted average number of common shares included in basic and dilutive per share 3,190,705 1,563,450
See accompanying notes to these condensed consolidated financial statements 3 OASIS RESORTS INTERNATIONAL INC. Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 1999 and 1998 (Unaudited)
Three Months Ended September 30, _1999 _ 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (45,000) $ (135,000) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Depreciation and amortization 2,445 - Increases (decreases) in changes in assets and liabilities: Accounts receivable (166,708) 11,535 Inventory (1,659) (1,878) Other assets - 25,808 Accounts payable (9,541) (688,521) Accrued expenses (285,999) (244,317) Due Lessor 500,000 391,970 Net cash provided by (used in) operating activities _ (6,462) (640,403) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of equipment and furnishings - (62,000) Net cash used by investing activities - (62,000) CASH FLOWS FROM FINANCING ACTIVITIES: Advances (repayments) from NuOasis - 689,796 Net cash used by financing activities - 689,796 Net increase (decrease) in cash _ (6,462) (12,607) Cash and cash equivalents, beginning of period 51,698 104,454 Cash and cash equivalents, end of period $ 45,236 $ 91,847 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ - $ -
See accompanying notes to these condensed consolidated financial statements 4 Note 1 - Organization and History Oasis Resorts International, Inc. (formerly Flexweight Corporation, a Kansas Corporation) was originally incorporated under the name Flexweight Drill Pipe Company in 1958. Oasis Resorts International Inc., herein referred to as "Oasis" and its subsidiaries (collectively the "Company"), develop and operate resort hotel and gaming operations, primarily in Tunisia, North Africa, and held undeveloped land in Oasis, Nevada. On May 1, 1998, Oasis, then Flexweight Corporation, merged with Oasis Resorts, Hotel & Casino-III, Inc. ("Oasis III"), which held assets representing 20 acres of partially-developed land in Oasis, Nevada. In connection with the merger, Oasis issued 602,000 shares of common stock to the shareholders of Oasis III to acquire 100% of the issued and outstanding common stock of Oasis III. In addition, the Company issued the shareholders of Oasis III 200,000 shares of Oasis common stock in connection with the real estate agreement dated April 9, 1998. Upon the close of the merger, the shareholders of Oasis held 149,916 shares of common stock and the shareholders of Oasis III held approximately 80% of the issued and outstanding common stock of Oasis. Oasis III has title to 20 acres of commercial real estate located in Nevada which management intends to develop into a gaming complex. On October 19, 1998, the Company reincorporated in Nevada and changed its name from Flexweight Corporation to Oasis Resorts International, Inc. to better reflect its new corporate direction. The Company then entered into an exchange agreement with NuOasis International, Inc. ("NuOasis"), a wholly-owned subsidiary of NuOasis Resorts, Inc. ("Resorts") to acquire NuOasis's 75% interest in Cleopatra Palace Resorts and Casinos Ltd. ("CPRC"). CPRC had previously acquired all of the equity interest owned by NuOasis in Cleopatra Cap Gammarth, Limited ("CCGL") which operates the casino Cleopatra Cap Gammarth, a right to reacquire an interest in Cleopatra Hammamet Limited, which operates the casino Cleopatra Hammamet Casino, and Cleopatra's World, Inc. ("CWI") which operates the Le Palace Hotel & Resort at Cap Gammarth. All of the properties are located in Tunisia. Cleopatra Palace Ltd. ("CPL") is a predecessor company to CPRC, an entity controlled by NuOasis, which previously held the interests in the Cleopatra Hammamet Casino and the Cleopatra Cap Gammarth Casino. In connection with the acquisition of CPRC, the Company issued 1,363,450 shares of common stock, common stock purchase warrants representing the right to acquire 7,200,000 shares at $30.00 per share, and issued promissory notes with an aggregate face value of $180 million to NuOasis in exchange for certain assets in NuOasis. At the time of the transaction, Oasis had no ability to repay the notes, and therefore, the notes had an estimated fair value substantially less than the face value at the date of issuance. Based on the enterprise value of Oasis at the date of the reverse acquisition of approximately $16.6 million, the Company valued the debt at $7 million. On November 15, 1999, management of Oasis agreed to extinguish this debt and cancel the 7,200,000 warrants for the issuance of 8,111,240 shares of common stock, such that the NuOasis shareholders control approximately 86% of the Company's issued and outstanding common stock. Note 2 - Basis of Presentation and Principles of Accounting Basis of Presentation This acquisition of NuOasis interests by the Company on October 19, 1998 is accounted for as a reverse acquisition, whereby NuOasis is the acquirer, since the operations of NuOasis are more significant than Oasis and NuOasis acquired a controlling interest in the Company on November 15, 1999. Accordingly, the accompanying consolidated financial statements include the historical assets and liabilities, and the historical operations of NuOasis interests acquired for all periods presented. The assets of Oasis are deemed to have been acquired in the reverse acquisition. Accordingly, the assets and liabilities are recorded at fair value at the date of acquisition. 5 Going Concern Considerations The Company has recurring losses from operations, and at September, 30, 1999, the Company has a working capital deficit of $5 million. The Company requires approximately $5 million of immediate working capital to complete the final phase of construction of the Le Palace Hotel & Resort and the Cleopatra Cap Gammarth casino, as well as service certain past-due trade creditors. The Company will require additional capital to meet obligations of the hotel and casino as they become due during the next 12 months. The Company is currently a plaintiff in litigation with the owners of the Cleopatra Cap Gammarth casino due to delays in the completion of the project by the owner. The Company has received a judgment totaling approximately $292 million against Societe D'Animation et de Loisirs Touristique, a Tunisian corporation ("SALT"), the ultimate collectibility of which is unknown. The Company is a defendant in a matter initiated by the owners of the Le Palace Hotel & Resort for 1999 rents unpaid by the Company. At September 30, 1999, the Company owed approximately $3.9 million under the lease agreement. Consolidation The accompanying consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All inter-company accounts have been eliminated in consolidation. The accompanying consolidated balance sheet excludes a minority interest for its 75% interest in CPRC, 80% interest in CWI, and its 90% interest in CCGL since the entities have shareholder deficiencies. Stock Splits All per share amounts are reported, as adjusted, after the one for 100 reverse stock split approved on April 8, 1998 and one for five reverse stock splits approved on February 8, 2000. Unaudited Interim Financial Statements The interim financial data as of September 30, 1999, and for the three months ended September 30, 1999 and 1998, is unaudited; however, in the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary to present fairly and Company's financial position as of September 30, 1999, and the results of its operations and cash flows for the three months ended September 30, 1999 and 1998. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Presentation The historical financial information presented has been adjusted to give effect to the reverse merger as described in Note 1 to the financial statements. Going Concern The Company's working capital resources during the period ended September 30, 1999 were provided by utilizing the cash on hand at June 30, 1999 and from the operations of the Le Palace Hotel. The Company has experienced recurring net losses, has limited liquid resources, negative working capital. Management's intent is to continue searching for additional sources of capital and, in the case of NuOasis International, new casino gaming and hotel management opportunities. In the interim, the Company intends to continue operating with minimal overhead and key administrative functions provided by consultants who are compensated in the form of the Company's common stock. It is estimated, based upon its historical operating expenses and current obligations, that the Company may need to utilize its common stock for future financial support to finance its needs during fiscal 2000. Accordingly, the accompanying consolidated financial statements have been presented under the assumption the Company will continue as a going concern. 6 Results of Operations - Quarter Ended September 30, 1999 Compared to Quarter Ended September 30, 1998 Revenues for the first quarter of fiscal 2000 were $2.0 million which approximated the revenues of the fiscal 1999 first quarter. These revenues were entirely due to the operations of the Le Palace Hotel Tunisia. To date, the hotel has not been able to realize its potential due the failure of the developer to complete certain amenities at the hotel, the Cap Gammarth Casino and the surrounding properties associated with the complex. Total cost of revenues were $1.7 million in the current quarter compared to $1.6 million in the fiscal 1999 quarter. The increase is due to a slight increase in the level of operation. Selling, general and administrative costs decreased $22,000, a slight decrease from the prior year quarter. Liquidity and Capital Resources The Company has recurring losses from operations and requires approximately $5 million of immediate working capital to complete the final phase of construction of the Le Palace Hotel and Resort and the Cleopatra Cap Gammath Casino and service certain trade creditors. The Company will require additional capital to meet obligations of the hotel and casino as they become due during the next 12 months. The Company is currently a plaintiff in litigation with the owners of the Cleopatra Cap Gammarth casino due to delays in the completion of the projects by the owner. The Company has received a judgment totaling approximately $300 million, the ultimate collectibility of which is unknown. The Company is a defendant in a matter initiated by the owners of the Le Palace Hotel and Resort for rents unpaid by the Company. The Company also requires approximately $70 million to continue the development of it's gaming facility in Oasis, Nevada, and may be subject to foreclosure proceedings in the event the Company is unable to raise the financing necessary to complete the project. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with respect to these matters include obtaining sources of capital to complete the projects, pay its trade creditors and its past-due rents. Meanwhile, the Company will attempt to perfect its judgment against the landlords of the Cleoparta Cap Gammarth Casino. There are no assurances that such financing will be consummated on terms favorable to the Company, if at all, nor that the Company will be successful in collecting on its judgment against the owners of the Cleopatra Cap Gammarth Casino. As of September 30, 1999, the Company had a working capital deficit of $5.1 million, which is approximately $500,000 greater than the deficit at June 30, 1999. The Company has currently been accruing the rent due on the Le Palace Hotel & Casino and the resulting cash from operations has been funding its cash needs. The Company had a cash balance of approximately $45,000 at September 30, 1999. The limited cash balance is a direct result of the Company having limited operations during the quarter. The Company has no commitments for capital expenditures or additional equity or debt financing and no assurances can be made that its working capital needs can be met. Additionally, as of September 30, 1999, the Company had no employees other than its President. The Le Palace Hotel had approximately 175 employees. 7 PART II: OTHER INFORMATION Item 1. Legal Proceedings The Company knows of no significant changes in the status of the pending litigation or claims against the Company as described in Form 10-KSB for the Company's fiscal year ended June 30, 1999. Item 2. Changes In Securities On November 15, 1999, Oasis canceled 7,200,000 warrants and issued 8,111,240 shares of common stock to NuOasis. Item 3. Defaults Upon Senior Securities None Item 4. Submission Of Matters To A Vote Of Security Holders None Item 5. Other Information None Item 6. Exhibits And Reports On Form 8-K (a) Exhibits: Exhibit Number Description of Exhibit 27 Financial Data Schedule (b) Reports on Form 8-K: None 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, th 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: April 26, 2000 By: /s/ Walter Sanders Mr. Walter Sanders, President and Director Dated: April 26, 2000 By: /s/ Jon L. Lawver Mr. Jon L. Lawver, Principal Accounting Officer & Director 9 EX-27 2 ART. 5 FDS FOR 3 MONTHS ENDED 09/30/99
5 3-MOS JUN-30-2000 SEP-30-1999 45,236 345,000 442,813 0 171,785 1,353,563 251,834 0 9,874,644 6,515,432 0 0 0 3,190 (6,992,775) 9,874,644 2,008,000 2,008,000 1,728,000 325,000 0 0 0 (45,000) 0 (45,000) 0 0 0 (45,000) (.01) (.01)
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