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 June  30, 2000        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:
                                 (949) 833-5381
                                  ____________
           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 revenues for its most recent fiscal year were $5,192,905

     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 September 30, 2000 was approximately
$1,425,000

          Class                                   Outstanding at October 1, 2000
Common Stock, $.001 par value                             12,611,215 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.............................................. 9

Item 3.  Legal Proceedings.................................................... 9

Item 4.  Submission of Matters to a Vote of Security-Holders................. 10

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters............ 11

Item 6.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations........................................ 12

Item 7.  Financial Statements................................................ 16

Item 8.  Changes in and Disagreements With Accountants on Accounting and
            Financial Disclosure............................................. 16

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act................ 16

Item 10. Executive Compensation.............................................. 20

Item 11. Security Ownership of Certain Beneficial Owners and Management...... 21

Item 12. Certain Relationships and Related Transactions...................... 22

Item 13. Exhibits and Reports on Form 8-K.................................... 23

<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 & Casinos 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 operational and development-stage international hotel
and gaming assets of NuOasis International Inc. ("NuOasis"), a wholly-owned
subsidiary of NuOasis Resorts Inc. ("Resorts"), making NuOasis the Company's
largest single shareholder.

     In April, 2000, the Company entered into an agreement to acquire 60% of the
voting capital stock of Cleopatra Hammamet, Limited ("CHL") from an unrelated
party for 750,000 shares of its common stock. The common shares of the Company
were delivered to the unrelated party; however, due to certain regulatory and
tax considerations, the transaction has not been completed. Management is unsure
at the present time whether the transaction will be closed.

(b)      Business Development

     Through subsidiaries, the Company now develops, owns interests in, leases,
manages and operates themed hotels, gaming casinos and related operations in
Tunisia and Nevada. The Company operates its facilities under two marketing
themes: "Cleopatra Palace" and "Oasis Resorts." The Company's "Cleopatra"-themed
facilities are owned and operated by Cleopatra Palace Resorts and Casinos
Limited, a British corporation ("CPRC"), a 75% owned subsidiary. CPRC conducts
its operations through Cleopatra Cap Gammarth Casino Limited, a Tunisian
corporation in organization ("CCGL") and Cleopatra's World Inc., a British
Virgin Island corporation ("CWI"), entities which, at June 30, 2000 were 90% and
80% owned, respectively.





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(c)      Description of Business

     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"-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.

     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 wholly-owned 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, an eight-pump truck stop, a cafe and
     mini-market store and 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 hotel and truck stop are
     currently closed and is available for rent by 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 financing to develop this
     property.

               International Gaming and Hotel Activities

          Through the acquisition of CPRC, 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.

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          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 CWI who serves as the operator of the Gammarth Resort.

          In 1996, CPL deposited approximately $2,000,000 with SALT as a lease
     deposit on the Cap Gammarth Casino. In April 1998, CPL converted the Cap
     Gammarth Casino lease deposit to a 9% equity ownership in SALT.

          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 at
     June 30, 2000, 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 5-star Hotel due to such delays in completing the Hotel and the
     balance of the complex 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
     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 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

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<PAGE>


     remaining expenditures on the Cap Gammarth Casino, CPRC has been
     negotiating possible joint ventures with foreign banks and investment
     groups.

          On April 1, 2000, the Company entered into an agreement to acquire 60%
     of the voting capital stock of CHL from an unrelated party for 750,000
     shares of its common stock, valued at $2.25 million. The common shares of
     the Company were delivered to the unrelated party; however, due to certain
     regulatory and tax considerations, the transaction has not been completed.
     Management is unsure at the present time whether the transaction will be
     closed. In connection with the agreement, the seller was required to
     provide $600,000 of working capital to CHL, of which $300,000 was paid by
     the seller. NuOasis loaned the remaining $300,000 to CHL and will be repaid
     by the seller either in cash or by a portion of the Company's common stock
     issued to seller. If the transaction is not closed, the Company could
     possibly lose its investment.

          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, 2000, 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 2000
     or fiscal 1999.

(d)  Marketing

     (1)  Gaming and Hotel Management

               Domestic Gaming

          The Company did not have any domestic gaming activities in fiscal 2000
     and fiscal 1999 and did not utilize or rely upon any marketing for domestic
     gaming activities in fiscal 1998.

               International Casino Gaming and Hotel Management

          The Company's current international activities are located in North
     Africa, but the Company intends to enter the European and Caribbean
     markets, once it beginning in fiscal 2000.

          The Company's marketing strategy is to target past and repeat
     middle-market, value- oriented visitors to its facilities by systematic
     marketing programs directed to the individual visitors and to the tour
     operators who have historically promoted and booked the tours to the
     respective areas in the past. The Company uses general marketing approaches
     to attract first

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     time customers to its casinos by advertising its slot player club program,
     popular entertainment and other promotions. Once customers enter the
     Company's casinos, the Company attempts to capture the name and playing
     level of each slot machine and table game player.

          The Company uses this information to follow up promotions. The Company
     believes that utilizing the "Cleopatra" name in the Mediterranean area, and
     the proposed "Oasis" theme in other areas, combined with personalized
     database driven marketing programs, will create a strong brand image
     synonymous with quality casino gaming and hotel facilities, service and
     food. With respect to its existing hotel and casino gaming activities in
     Tunisia, the Company is currently working with the Tunisian government and
     local organizations with the goal of promoting the areas to increase the
     number of tourists.

          As the markets surrounding the Company's current and future hotel and
     casino facilities continue to mature, it intends to expand its focus to
     other markets in the respective regions. The Company has utilized and
     intends to continuously monitor the effectiveness of direct mail,
     television advertising, newspapers, billboards and tourist magazine
     advertising placed in the surrounding areas to increase the visibility of
     the Company's facilities and to promote the image that these facilities are
     part of the history and romance of the region of the past. Management
     believes that the advent of Las Vegas-style casino gaming in the
     Mediterranean area will increase the current length of a tourist's stay as
     well as increase the number of tourists into its market areas.

(e)  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.

(f)  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.

(g)  Seasonality

          The Company's domestic gaming activities were non-operational in
     fiscal 2000 and fiscal 1999. The Company's international casino gaming and
     hotel management activities are seasonal and are strongly affected by
     weather and other factors that influence the tourist trade in Tunisia.
     Higher revenues are typically realized from the Company's current
     operations in North Africa during the late spring, summer and early fall
     months. Additionally, due to their location on the southern Mediterranean
     coast, tourist traffic can be especially adversely affected by severe
     weather.

(h)  Customer Dependence

          The Company's domestic gaming activities were in the development stage
     during fiscal 2000 and fiscal 1999; its international casino gaming and
     hotel management activities, except for

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     one Tunisian casino and its Tunisian hotel management operations, were also
     development stage and, therefore, not subject to customer dependence. The
     Company's resort hotel operations are solely dependent upon Tunisian
     tourism and the Company's ability to attract foreign visitors to its
     Tunisian operations; two Tunisian gaming segments remained under
     development at the close of fiscal 2000.

(i)  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."

(j)  Government Contracts

          None of the Company's industry segment activities involved government
     contracts in fiscal 2000 or fiscal 1999.

(k)  Competition

     Gaming and Hotel Management Activities

          Domestic Gaming

          The Company did not have any domestic gaming activities in fiscal 2000
     or fiscal 1999 and, therefore, was not subject to competition.

          International Gaming and Hotel Management Activities

          The Company competes with other gaming companies for opportunities to
     manage casino gaming and hotel management activities in emerging
     international gaming jurisdictions. The Company expects many competitors to
     enter new international jurisdictions that authorize gaming, some of whom
     may have more personnel and greater financial and other resources than the
     Company or its subsidiaries.

          Further expansion of international legalized gaming in the markets
     where the Company is active or proposes to become active could also
     significantly and adversely affect its proposed gaming activities. In
     particular, the expansion of casino gaming in or near any geographic area
     where the Company is active, or in pursuit of a gaming license or rights to
     manage casino gaming activities, may diminish or otherwise detract from the
     activities of the Company or its subsidiaries. In this regard, the Company
     believes that its gaming markets are extremely competitive and expects them
     to become even more competitive as the number of gaming and other
     entertainment establishments increases. Such competition is growing in the
     Mediterranean market and the Company also competes with gaming facilities
     worldwide. It is also possible that substantial competition could cause the
     supply of casino gaming facilities to exceed the demand for casino gaming.

          Additionally, many of the Company's competitors have more casino
     gaming industry experience, larger operations or significantly greater
     financial and other resources than the Company. Given these factors it is
     possible that substantial competition could have a material adverse effect
     on the Company's future results of operations.


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     (3)  Real Estate Activities

          Real estate investments through June 30, 2000 consisted solely of the
     Oasis III Property, which was undeveloped at the close of fiscal 2000 and,
     therefore, competition as it relates to real estate activities is not
     applicable.

(l)  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.


(m)  Government Regulation

     (1)  Gaming and Hotel Management Activities

               Domestic Gaming

          The Company did not have any domestic gaming activities during fiscal
     2000 or fiscal 1999 and, therefore, was not subject to government
     regulation.

               International Casino Gaming and Hotel Management Activities

          The Company's international operations are generally dependent on the
     continued licenseability, qualification and operations of the Company or
     the subsidiaries and/or that hold the requisite licenses or permits in the
     jurisdictions where it conducts or proposes to conduct gaming and hotel
     management activities. Generally, such operations are reviewed periodically
     by local, state and/or federal governmental authorities. In addition, in
     most jurisdictions, the Company's directors and many of the employees of
     casinos and hotels are often required to be approved. The failure of the
     Company or any of its key personnel to obtain or retain a license or a
     permit in a particular jurisdiction could have a material adverse effect on
     the Company's ability to continue or expand its casino gaming and/or hotel
     management operations, or to obtain or retain licenses or permits in other
     jurisdictions. In addition, any regulations adopted by the local, state
     and/or federal governmental authorities, the legislatures or any
     governmental authority in jurisdictions in which the Company intends to
     have casino gaming and/or hotel management operations, may materially
     adversely affect its operations.

          At the close of fiscal 2000, the Company's only international casino
     gaming and hotel management investments were in Tunisia, North Africa.
     Under Tunisian law, casino gaming is closely supervised and monitored
     through the use of on-site government representatives and strict published
     operating procedures. The process through which a company obtains a license
     to conduct casino gaming in Tunisia is similar to that of many of the
     various states in the U.S. which have recently adopted legalized gaming
     statutes, involving background checks, personal interviews and the
     discretionary right of the government body overseeing gaming activities to
     deny or withdraw a license to any applicant.


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          The Tunisian government has approved the Company's management for
     gaming licenses at the Cap Gammarth Casino and the Hammamet Casino.

     (2)  Real Estate Activities

          The Company did not have any real estate development activities in
     fiscal 2000 or fiscal 1999 and, therefore, was not subject to government
     regulation.

(n)  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.

(o)  Employees

          There were two (2) corporate officers of the Company and 185 employees
     of significant subsidiaries who rendered services during fiscal 2000 and
     fiscal 1999.

(p)  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.


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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.

(b)  Gaming and Hotel Management Facilities

          Domestic Gaming

          At the close of fiscal 2000, 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 2000, the Company, through its subsidiaries,
     was a lessee under three (3) lease agreements related to the Cap Gammarth
     Casino, the Gammarth Resort, and Hammamet Casino in Tunisia. Due to its
     position as a lessee, neither the Company or its subsidiaries owned any
     real or personal property.

(c)  Real Estate Activities

          The Company did not have any domestic real estate operations at the
     close of fiscal 2000 or fiscal 1999.

ITEM 3.           LEGAL PROCEEDINGS.

     The Company settled, or had agreements to settle all material litigation
where it was a defendant at the close of fiscal 2000 and knows of no material
threatened legal proceedings, other than ordinary routine litigation incidental
to its business; provided however that one of the Company's indirect
subsidiaries, 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. Through June 30, 2000, the Company has not paid rents to STTG in
connection with its lease arrangement. However, the Company paid opening costs
and purchased equipment totaling approximately $1.8 million which were the
responsibility of STTG. STTG filed a complaint and received an arbitration award
for calendar year lease rental payments for 1997 and 1998, net of amounts
expended by the Company. At June 30, 2000, the Company owed STTG approximately
$4.0 million for the rental payments, net of costs and expenses and trade
receivables from STTG under the agreement.

     Although the award due STTG is final, management of CWI is not in agreement
with this award because it does not provide for completion of the property nor a
provision for economic damages that CWI suffered as a result of the complex
being incomplete. Currently, the Company is pursuing additional arbitration for
the rents that will be due for the years 1999 and 2000, which also demands that
STTG be required to complete the complex and pay economic damages suffered by
it.

     However, the Company believes the best solution to the issues at the Le
Palace Hotel are for it to

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purchase the complex. The Company has obtained a financing commitment that it
believes is adequate to fund the acquisition of and complete the development of
this real property and has made an offer to purchase the Cap Gammarth Complex
from STTG. In the event management is unsuccessful in its arbitration or legal
actions, or fails to pay the past-due rent payments, the Company will in all
likelihood lose its rights to operate the Le Palace Hotel.

     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 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 for one (1) share of preferred stock
in the company known as Flexweight Corporation was exchanged for one (1) share
of common stock and one (1) share of preferred stock of preferred stock in
Oasis.

     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.

     There were no matters submitted to a vote of security-holders in fiscal
2000.


                                       10
<PAGE>


                                     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 November 1998 to March 2000, the Company's shares have traded on
the NASDAQ Electronic Bulletin Board system under the symbol "OAIS." In February
2000, as a result of the Company failing to be in compliance with respect to the
filing requirements of the Exchange Act, the NASD delisted the Company's common
stock and ceased trading on the Bulletin Board. The Company completed its filing
requirements with the Securities and Exchange Commission in July 2000 and
shortly thereafter, the common stock was again quoted by NASD. 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.

                                             Bid Price of Common Stock
          Fiscal 2000                         High (1)          Low (1)
Quarter ended 06/30/00                        $5.00            $1.01
Quarter ended 03/31/00                        $5.31            $2.50
Quarter ended 12/31/99                        $5.00            $0.94
Quarter ended 09/30/99                        $5.31            $0.94

          Fiscal 1999                         High (1)          Low (1)
Quarter ended 06/30/99                       $10.05            $2.50
Quarter ended 03/31/99                       $33.75            $3.15
Quarter ended 12/31/98                       $36.25           $26.25
Quarter ended 09/30/98                       $47.50           $26.25
_____________

(1)  Amounts have been adjusted to give retroactive effect for the five to one
     reverse stock split in February 2000.

(b)  Holders

     The Company had approximately 920 holders of record of its single class of
equity securities at June 30, 1999. 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."


                                       11
<PAGE>


(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 2000 or fiscal 1999. At the close of fiscal 2000, 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 June 30, 2000 and 1999

     In October 1998, the Company entered into an Asset Purchase Agreement with
NuOasis which resulted in the Company acquiring 75% of CPRC. The consideration
for the purchase of CPRC consisted of 1,563,450 shares of the Company's common
stock (the "Oasis Stock"), warrants to purchase 7.2 million shares of the
Company's common stock at $30.00 per share (the "Oasis Warrants") and $80
million of promissory notes valued at $7 million issued by the Company (the
"Oasis Notes").

     The Oasis Notes consist of promissory notes with an aggregate face value of
$180 million. At the time of the transaction, Oasis had no ability to repay the
notes, and therefore, the notes had an estimated fair value at the date of
issuance of $7 million. Management estimated the fair value of the $180 million
of notes payable to NuOasis at approximately $7 million based on an enterprise
value of Oasis. Management considered factors such as the fair value of the
assets received from Oasis III, as well as the value of the Company's common
stock at the date of the acquisition and post-acquisition period of 90 to 120
days. Management estimated a fair value of Oasis III at $16.6 million. The $7
million fair value of the notes was deemed a constructive dividend since the
amount is payable to the controlling shareholders, NuOasis, and accordingly, the
value of such notes was reflected as a reduction of paid-in capital.

     On November 15, 1999, NuOasis converted the notes into 8.1 million shares
or $0.87 per share, and canceled the Oasis warrants. After the conversion, the
shareholders of NuOasis controlled approximately 85% of the issued and
outstanding common stock.

     The acquisition of NuOasis interests by the Company has been accounted for
as a "reverse acquisition," whereby NuOasis is the acquiror, and since the
operations of NuOasis are more significant than that of the Company and, NuOasis
acquired a controlling interest in Oasis on November 15, 1999. Accordingly, the
accompanying consolidated financial statements include the operations of NuOasis
interests acquired for all periods presented. The net assets of Oasis are deemed
to have been acquired in

                                       12
<PAGE>


the reverse acquisition and, accordingly, the assets and liabilities were
recorded at fair value at the date of acquisition.

     In April 2000, the Company entered into an agreement to acquire 60% of the
voting capital stock of CHL from an unrelated party for 750,000 shares of its
common stock. The common shares of the Company were delivered to the unrelated
party; however, due to certain regulatory and tax considerations, the unrelated
party, has been unable to record the CHL shares and the transaction has not been
completed. Management is unsure at the present time whether the transaction will
be closed.

     In September 2000, the Company tendered an offer to acquire the Cap
Gammarth Complex including the Le Palace Hotel for approximately $18.0 million.
By acquiring the property, management expects to eliminate approximately $4.0
million dollars of accrued rental payments to STTG for operation of the Le
Palace Hotel. The Company has obtained a financing commitment that it believes
is adequate to fund the acquisition of and complete the development of this real
property.

(c)  Results of Operations

     Year Ended June 30, 2000 Compared to Year Ended June 30, 1999.

     The Company's total revenues for the year ended June 30, 2000 were $5.2
million as compared to $5.5 million for the year ended June 30, 1999. These
revenues were entirely derived from the operations of the LePalace Hotel. 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. Occupancy
rates have been in the 35% to 45% range during the summer months and 10% to 18%
during the winter months. Revenues declined in fiscal 2000 as a result of
approximately $600,000 of trade receivables being deemed uncollectible.

     Total cost of revenues were $6.4 million in fiscal 2000 as compared to $5.8
million in fiscal 1999. The increase is due to increased rent expense as a
result of the arbitration award. Selling, general and administrative costs
inceased $430,000 as a result of costs incurred in arbitration and marketing the
hotel.

     In fiscal 2000 and 1999, the Company recorded impairments of long-lived
assets of $647,000 and $8.3 million, respectively. As of June 30, 2000, the
value of the marketable securities offered as a lease deposit was impaired and,
as of June 30, 1999, management believed that the goodwill generated by the
reverse acquisition of Oasis was impaired, and accordingly, the Company charged
operations $8.3 million.

     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.

(d)  Liquidity and Capital Resources

     The Company's working capital resources during the years ended June 30,
2000 and 1999 were provided by utilizing the cash on hand and from the
operations of the Le Palace Hotel, plus advances from NuOasis. 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

                                       13
<PAGE>


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
2001. Accordingly, the accompanying consolidated financial statements have been
presented under the assumption the Company will continue as a going concern and
do not include any adjustments that might result from the outcome of this
uncertainty.

     A comparison of working capital, cash and cash equivalents and current
ratios for the past two fiscal years are reflected in the following table:


                                                  June 30,
                                         2000                    1999
Net Losses                          $ (3,976,078)           $ (10,807,411)
Working Capital (Deficit)           $ (5,619,099)           $  (5,021,869)
Cash and Cash Equivalents           $    669,679            $      51,698
Current Ratio                                .22                      .20

     The most significant effects on working capital and its components during
fiscal 2000 were the operations of the Le Palace Hotel & Resort, the continued
accrual of rent on the Le Palace Hotel & Resort as well as general
administrative expenses, legal and professional advisory fees, and the
acquisition of a controlling interest of CPRC and its subsidiaries.

     The Company's current plan for growth is to increase its working capital by
arranging debt and equity financing to finance the activities of its
subsidiaries and for future acquisitions. Additionally, the Company anticipates
receiving a distribution of net operating revenues from its hotel management
activities and its proposed international casino gaming activities beginning in
fiscal 2001. However, the Le Palace Hotel & Resort has been in operation for
more than two (2) years, but has yet been able to generate positive cash flows
and there are no assurances that it will be able to generate positive cash flow,
or that the Cap Gammarth Casino will open or generate positive cash flow. As of
the close of fiscal 2000, the Company's sole operations were derived from its
hotel management subsidiary and, therefore, there is considerable risk that the
Company will not have adequate working capital to sustain its current status or
that the Company or its subsidiaries may not be able to secure the required debt
or equity financing to complete their proposed projects on a timely basis. In
such event the Company or its subsidiaries may be forced to sell all or certain
projects, or contribute them to a third party on terms which would preclude the
Company from realizing significant future benefit, or any benefit at all from
the projects. The Company may also need to issue additional shares of its common
stock to pay for services incurred, to generate working capital for the
development and current operations of its subsidiaries, or to continue to
sustain itself.

(e)  Capital Expenditures

     General

     The Company has no commitments for material capital expenditures; however,
the Company's subsidiaries, CPRC and Oasis III, are seeking financing
commitments in the aggregate amount of $100 Million to complete their various
properties.

     As to any future projects undertaken by the Company, additional project
financing will be

                                       14
<PAGE>


required. 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.


     Cap Gammarth Casino

     At June 30, 2000, the Cap Gammarth Casino had approximately $1,000,000
remaining to be paid as security deposits and advance rent before the Company
could take possession and open the facility. Additionally, there was
approximately $6,000,000 remaining to be paid for furniture, fixtures and
equipment, bankroll and pre-opening costs for the casino.

     To finance the remaining expenditures on the Cap Gammarth Casino, the
Company has been negotiating debt financing and possible joint ventures with
foreign banks and investment groups.

     Gammarth Resort

     During fiscal 1998, CWI made a partial payment on the lease on the Gammarth
Resort and, simultaneously, filed a request for arbitration in its dispute with
the developer, STTG, claiming that STTG had breached the terms of the underlying
lease by not completing for occupancy, on a timely basis, the Le Palace Hotel,
the shopping arcade, the health club or the beach club comprising the resort in
accordance with the terms of the lease, causing CWI significant loss of revenue
and profits. In December 1999, the arbitration board awarded STTG a judgement
against CWI of 2.6 million Tunisian Dinars for rent through December 1998.
Through June 30, 2000, the Company has not paid rents to STTG in connection with
its lease arrangement and owes STTG approximately $4.0 million, net of expenses,
equipment purchased and trade receivables.

     Although the award due the Lessor is final, management of CWI is not in
agreement with this award because it does not provide for completion of the
property nor a provision for economic damages that CWI suffered as a result of
the complex being incomplete. Currently, the Company is pursuing additional
arbitration for the rents that will be due for the years 1999 and 2000, which
demands that STTG be required to complete the complex and pay economic damages
suffered by it.

     However, the Company believes the best solution to the issues at the Le
Palace Hotel are for it to

                                       15
<PAGE>


purchase the complex. The Company has obtained a financing commitment that it
believes is adequate to fund the acquisition of and complete the development of
this real property and has made an offer to purchase the Cap Gammarth Complex
from STTG. In the event management is unsuccessful in its arbitration or legal
actions, or fails to pay the past-due rent payments, the Company will in all
likelihood lose its rights to operate the Le Palace Hotel.

(f)  Cash Flows

     Cash used by operating activities was $1.4 million for the year ended June
30, 2000 as compared to cash $134,000 for the comparable period last year. The
increase is due to a higher cost of revenues in fiscal 2000.

     Cash used by investing activities was $613,000 for the year ended June 30,
1999 as compared to no cash being expended in fiscal 2000. During fiscal 1999
the Company purchased equipment for its Tunisian operations.

     Cash provided by financing activities was $1.8 million for the year ended
June 30, 2000 as compared to $539,000 for the comparable period last year.
During fiscal 2000, the Company received $1.8 million of advances from NuOasis
as compared to $296,000 during fiscal 1999. The Company also received capital
contributions of $467,000 in fiscal 1999.


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.

     None.

                                    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 2000
and fiscal 1999 were as follows:

                                       16
<PAGE>



Name                Age    Position                 Period Served as Director
Walt Sanders         54   President                 May 1, 1998 to present
                           Director

Leonard J. Roman     51   Chief Financial Officer   August 31, 2000 to Present
                           Director

Charles R. Longson   52   Director                  May 1, 1998 to present

Richard O. Weed      38   Director                  October 1, 1998 to present

Jon L. Lawver        62   Director                  October 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 Sanders. Walter 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.

     Leonard J. Roman. Leonard J. Roman has been Chief Financial Officer and a
director since August 2000 and has 29 years of diversified public and private
business management experience. Since 1997, Mr. Roman has provided consulting
services and has served, for brief periods lasting usually not more than six
months, as Chief Financial Officer of various publicly held and privately held
companies in conjunction with such financial and corporate restructuring
services. In addition to his position with the Company, Mr. Roman currently
serves as Chief Financial Officer of NuOasis Resorts, Inc., NewBridge Capital,
Inc. and NetHoldings.Com, Inc.. From 1991 to 1994, he was General Manager and
Chief Financial Officer of Cosmar Corporation, from 1995 to 1997 he was
President of Trumpets Holdings, Inc. and was Executive Vice President, Chief
Financial Officer of W-C Designs, Inc. He ia a CPA with a B.S. degree from St.
John's University.

     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

                                       17
<PAGE>


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.

     Richard O. Weed. Richard O. Weed (Director), is Managing Director/Special
Projects with Weed & Co. L.P. in Newport Beach, California. Weed & Co. provides
advice on capital formation, business strategy and legal matters on a special
project basis. Mr. Weed is known for using analytical firepower, creative
problem solving and resourceful implementation to assist clients. Mr. Weed's
abilities are the result of his association with prominent law firms in
California and Texas and graduate business education. Mr. Weed received a Master
of Business Administration - International Management in 1992 from the
University of Southern California, Juris Doctor in 1987 from St. Mary's
University School of Law, and Bachelor of Business Administration -
International Business in 1984 from The University of Texas at Austin. Mr. Weed
is a member of the State Bar of California and State Bar of Texas.

     Jon L. Lawver. Mr. Jon L. Lawver has been Secretary and a Director of the
Company since October 1, 1998. Mr. Lawver has thirty-two (32) years of
experience in the area of bank financing where he has assisted medium size
companies by providing expertise in documentation preparation and locating
financing for expansion requirements. Mr. Lawver was with Bank of America from
1961 to 1970, ending his employment as Vice President and Manager of one of its
branches. From 1970 to present Mr. Lawver has served as President and a Director
of J.L. Lawver Corp., a financial consulting firm ("Lawver Corp."). Since 1988,
as President and a Director of Eurasia Inc., a private finance equipment leasing
company.

(c)  Identification of Certain Significant Employees and Consultants

     During fiscal 1998, the Company entered into an Exchange Agreement with
NuOasis pursuant to which the Company issued Two Hundred Thousand (200,000)
shares of its common stock to NuOasis in exchange for Six Hundred Fifty Thousand
(650,000) 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 Fifty Thousand (50,000) shares of its common stock (the "NuOasis
Option") at $0.50 per share. At June 30,2000, NuOasis had not exercised the
NuOasis Option; the options were scheduled to expire July 1, 1999; however, such
option term was extended until July 1, 2003.

     During fiscal 1999, 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, 1999 subsequently amended and assigned to NuVen Advisors
Limited Partnership on July 1, 1999 (the "NuVen Agreement"). The 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 Three Thousand (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 had a term
of one (1) year and 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 Eight Thousand (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 Seventy Thousand (70,000)
shares of the Company;

                                       18
<PAGE>


common stock at a price of $30.00 per share. At June 30, 2000, NuVen had not
exercised the NuVen Option.

     In connection with the purchase of CPRC in fiscal 1999, the Company
acquired the existing operations of a resort hotel and development-stage casino
gaming interests in Tunisia, North Africa and, with it, acquired employee
relationships with certain executives who hold officers', directors' and key
management positions in various foreign subsidiaries of CPRC. None of these
individuals are shareholders of the Company and the Company is not dependent on
any single such individual for operations.

     At June 30, 2000, NuOasis owned 8,114,148 shares, or approximately
sixty-five percent (65%), of the issued and outstanding common stock of the
Company, and it has three (3) appointees sitting on the Company's five (5)
member Board of Directors. Fred G. Luke is the President of NuOasis and its
parent corporation, Resorts, and he has been instrumental in the Company's
purchase of the NuOasis assets and in identifying, acquiring, financing and
developing the assets and business interests of Resorts and NuOasis, including
those acquired by the Company. Pursuant to the relationship between the Company
and NuVen Limited Partnership ("NuVen LP") and as a result of Mr. Luke's
position with NuOasis and Resorts, he is in a position to influence the business
affairs of the Company and therefore deemed a "control person," as defined in
the Exchange Act.

     Mr. Luke has been President of NuOasis since fiscal 1995, and the Chief
Executive Officer and Director of Resorts, the parent of NuOasis since June
1993. Mr. Luke has more than thirty (30) years of experience in domestic and
international financing and the management of private and publicly held
companies. Since 1982, Mr. Luke has provided financial and corporate
restructuring consulting services and has served, for brief periods lasting
usually six months, as Chief Executive Officer and/or Chairman of the Board of
various publicly held and privately held companies in conjunction with such
financial and corporate restructuring services. In addition to his position with
Resorts and NuOasis, Mr. Luke currently serves as Chairman and President of
NuVen and General Partner, NuVen LP, which have provided consulting services,
office space and other general and administrative services to the Company since
the beginning of fiscal 1999. NuVen and NuVen LP currently provide managerial,
acquisition, and administrative services to other public and private companies
in addition to the Company. NuVen LP and NuVen are controlled by Mr. Luke and
are affiliates of the Company. Mr. Luke received a Bachelor of Arts Degree in
Mathematics from California State University, San Jose in 1969.

     Mr. Gabriel Tabarani serves as Director of CPRC and CWI and owns 12.5% of
CPRC. Fred Graves Luke, Fred G. Luke's father, is a Director of CPRC and owns
personally 12.5% of CPRC.

(d)  Family Relationships

     Fred Graves Luke is the father of Fred G. Luke. He serves as a Director of
CPRC, CCGL, CHL and CWI.

(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.


                                       19
<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,        2000       -             -                 -
 President             1999       -             -                 -
                       1998       -             -                 -

(b)  Stock Options

     During the years ended June 30, 2000 and 1999, the Company had no stock
options granted to employees. However, the Company granted options and warrants
to non-employees. The Company issued warrants to purchase 7,200,000 shares at
$30.00 per share to NuOasis and 200,000 shares at $0.50 per share. The Company
issued options to NuVen to purchase 70,000 shares at $30.00 per share. On
November 15, 1999, Oasis cancelled the 7,200,000 warrants and issued 8,111,240
shares of common stock to NuOasis.

(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.

                                       20
<PAGE>



(e)  Contracts With Executive Officers

     None

(f)  Change of Control

     None.

(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 September 21, 2000, the most recent practicable date.


<TABLE>
<CAPTION>

   Title               Name and Address                    Amount and Nature of     Percent
  Of Class            of Beneficial Owner                 Beneficial Interest (1)   of Class
<S>                  <C>                                       <C>                   <C>

$.001 par value      NuOasis Resorts International Inc.        8,144,148             64.6%
Common Stock         43 Elizabeth Avenue, Box N-8680
                     Nassau, Bahamas

                     Cleopatra's World, Inc.                     750,000              5.9%
                     Box 3186, Road Town
                     Tortola, British Virgin Islands

                     European Holdings, Limited                  642,847              5.1%
                     Victoria House
                     P.O. Box 58
                     The Valley, Anguilla, British West Indies
</TABLE>


     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 September 30,
2000:

                                       21
<PAGE>

<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                            300,000              2.4%
Common Stock      P.O. Box 2329
                  West Wendover NV 89883

                  All Officers and Directors as a group         300,000              2.4%
</TABLE>


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 2000 or fiscal 1999 that exceeded an aggregate amount of $60,000.

(b)  Indebtedness of Management

     There were no transactions, or series of similar related transactions
during fiscal 2000 or fiscal 1999.

(c)  Transactions with Promoters

     Not applicable.


































                                       22
<PAGE>


                                     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

 3.1      Articles of Incorporation of Oasis Resorts International, Inc.(1)

 3.2      Bylaws of Oasis Resorts International, Inc.(1)

10.1      Exchange Agreement between Cleopatra's Palace Resorts and Casinos
               Limited and Cleopatra's World, Inc.(1)

10.2      Exchange Agreement between Cleopatra's World, Inc. and Cleopatra
               Palace Limited(1)

10.3      Exchange Agreement between Cleopatra's Palace Resorts and Casinos
               Limited and Cleopatra Palace Limited (1)

10.4      Exchange Agreement between Cleopatra's Palace Resorts and Casinos
               Limited and NuOasis International Inc.(1)

10.5      Advisory Agreement between NuVen Advisors, Inc. and Flexweight
               Corporation.(1)

10.6      Merger Agreement between Oasis Resorts International, Inc. and
               Flexweight Corporation (1)

10.7      Warrant Agreement between NuOasis International Inc. and Flexweight
               Corporation (1)

10.8      Asset Purchase Agreement between NuOasis International Inc. and
               Flexweight Corporation (1)

10.9      Option Agreement between NuOasis International Inc. and Flexweight
               Corporation (1)

10.10     Option Agreement between NuVen Advisors Inc.. and Flexweight
               Corporation (1)

10.11     Flexweight Corporation 1998 Stock Option Plan (1)

10.12     Exchange Agreement between NuOasis International Inc. and Cleopatra's
               World, Inc.(1)

22.1      Schedule of Subsidiaries of the Company

27        Financial Data Schedule

(1)  Incorporated herein by reference from the Company's Annual Report on Form
     10-KSB for the year ended June 30, 1999.

                         23
<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: October 13, 2000      By:     /s/  Walter Sanders
                                         Walter Sanders, President and Director

Date: October 13, 2000      By:     /s/  Leonard J. Roman
                                         Leonard J. Roman, Principal Accounting
                                         Officer and Director

Date: October 13, 2000      By:     /s/  Jon L. Lawver
                                         Jon L. Lawver, Secretary and Director

Date: October 13, 2000      By:     /s/  Charles Longson
                                         Charles Longson, Director

Date: October 13, 2000      By:     /s/  Richard O. Weed
                                         Richard O. Weed, 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: October 13, 2000      By:     /s/  Walter Sanders
                                         Walter Sanders, President and Director

Date: October 13, 2000      By:     /s/  Leonard J. Roman
                                         Leonard J. Roman, Principal Accounting
                                         Officer and Director

Date: October 13, 2000      By:     /s/  Jon L. Lawver
                                         Jon L. Lawver, Secretary and Director

Date: October 13, 2000      By:     /s/  Charles Longson
                                         Charles Longson, Director

Date: October 13, 2000      By:     /s/  Richard O. Weed
                                         Richard O. Weed, Director


                 24
<PAGE>





                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)



                   Index to Consolidated Financial Statements



Description                                                                 Page
Independent Auditors' Report.................................................F-2

Consolidated Balance Sheet as of June 30, 2000...............................F-3

Consolidated Statements of Operations and Comprehensive Loss
  for the years ended June 30, 2000 and 1999.................................F-4

Consolidated Statements of Stockholders' Equity (Deficit) and
  Comprehensive Loss for the years ended June 30, 2000 and 1999..............F-5

Consolidated Statements of Cash Flows for the years ended June 30, 2000 and
  1999.......................................................................F-7

Notes to Consolidated Financial Statements...................................F-9








                                       F-1
<PAGE>



                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Oasis Resorts International, Inc.

We have audited the accompanying consolidated balance sheet of Oasis Resorts
International, Inc., ("Oasis"), and subsidiaries (collectively the "Company"), a
company controlled by NuOasis Resorts International, Inc. ("NuOasis"), as of
June 30, 2000, and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for each of the two years in the
period ended June 30, 2000. 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 Oasis
Resorts International, Inc., formerly Flexweight Corporation, as of June 30,
2000, and the consolidated results of their operations and their cash flows for
each of the two years in the period ended June 30, 2000, 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 has recurring losses from
operations since its inception. The Company requires substantial long-term
financing to complete certain projects, as well as working capital financing to
meet its past- due and current obligations. 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 NuOasis 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 the net
assets acquired from NuOasis for all periods presented. The operations of Oasis
are included in the accompanying consolidated financial statements from the date
of acquisition, October 19, 1998, to June 30, 2000.

                                         /s/      McKennon, Wilson & Morgan LLP

Irvine, California
October 11, 2000


                                       F-2
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.
<TABLE>
<CAPTION>

                           Consolidated Balance Sheet
                                  June 30, 2000

<S>                                                          <C>
ASSETS
Cash and cash equivalents                                    $          699,679
Accounts receivable, net of allowance
    for doubtful accounts of $97,720                                    484,976
Inventory                                                               194,775
Marketable securities (Note 4)                                           34,000
Other current assets                                                     77,630

   Total current assets                                               1,491,060

Property and equipment, net                                             145,955
Receivable from Lessor (Note 3)                                               -
Lease deposit (Note 6)                                                2,040,000
Land held for development (Note 5)                                    3,700,000
Investment, at cost (Notes 2 and 3)                                   2,000,000
Acquisition advance (Notes 1 and 3)                                   2,250,000
Other                                                                   190,555
   Total assets                                              $       11,817,570
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
Accounts payable                                             $        1,819,630
Due Lessor (Notes 3 and 8)                                            4,039,711
Accrued liabilities                                                     621,394
Current portion of notes payable (Note 7)                               629,424
   Total current liabilities                                          7,110,159
Notes payable, net of current portion (Note 7)                        3,270,135
Due to NuOasis (Note 10)                                                632,957
   Total liabilities                                                 11,013,251
Commitments and contingencies (Notes 2,3 and 8)
Stockholders' deficit (Notes 1, 2, and 9):
  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, 12,611,215 shares issued and outstanding                12,611
  Additional paid-in capital                                         34,725,247
  Accumulated deficit                                               (28,152,577)
  Accumulated other comprehensive income                                219,038
  Notes receivable from Resorts                                      (6,000,000)
   Total stockholders' equity (deficit)                                 804,319
  Total liabilities and stockholders' equity (deficit)       $       11,817,570
</TABLE>

       See accompanying notes to these consolidated financial statements.


                                       F-3
<PAGE>




                        OASIS RESORTS INTERNATIONAL, INC.

          Consolidated Statements of Operations and Comprehensive Loss
                   For The Years Ended June 30, 2000 and 1999


<TABLE>
<CAPTION>

                                                         2000           1999
<S>                                                <C>             <C>
Revenues                                           $  5,192,905    $  5,522,626
Costs of revenues                                     6,407,813       5,795,187
     Gross profit (loss)                             (1,214,908)       (272,561)
Selling, general and administrative expenses          1,442,503       1,012,300
Impairment of long-lived assets (Notes 2 and 3)         647,000       8,319,241
     Loss from operations                            (3,304,411)     (9,604,102)
Loss on sale of marketable securities                   295,750         803,000
Interest expense                                        375,917         400,309
     Net loss                                        (3,976,078)    (10,807,411)
Comprehensive income (loss):
  Unrealized gain (loss) on marketable
    securities                                          (58,000)        133,000
  Foreign currency translation adjustment               215,962         154,781
      Comprehensive loss                           $ (3,818,116)   $(10,519,630)

Basic and diluted net loss per share               $      (0.46)   $      (4.01)
Weighted average shares included in basic and
  diluted net loss per share                          8,556,174       2,698,008

</TABLE>















       See accompanying notes to these consolidated financial statements.


                                       F-4
<PAGE>





                        OASIS RESORTS INTERNATIONAL, INC.

                Consolidated Statements of Stockholders' Deficit
                   For The Years Ended June 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                             Accumulated     Notes
                                                                   Additional                   Other      Receivable
                            Preferred Stock       Common Stock      Paid-In     Accumulated  Comprehensive    From
                                                                    Capital       Deficit    Income (Loss)   Resorts   Total

                            Shares   Amount     Shares     Amount
<S>                        <C>      <C>         <C>        <C>     <C>          <C>          <C>          <C>          <C>
Balances, July 1,
   1998                          -  $    -      1,563,450  $ 1,563 $ 10,344,270 $(13,369,088)$(521,705)   $(9,000,000) $(12,544,960)
Restructuring, July 1,
   1998                          -       -              -        -   10,000,000            -         -      3,000,000    13,000,000
Capital contributions            -       -              -        -      466,750            -         -              -       466,750
Cancellation of note
   payable to NuOasis            -       -              -        -    1,517,000            -         -              -     1,517,000
Common stock
   retained by Oasis
   shareholders
   after reverse
   acquisition                   -       -      1,627,255    1,627    8,134,648            -         -              -     8,136,275
Constructive dividend
   for fair value of
   notes payable
   issued to NuOasis             -       -              -        -   (7,000,000)           -         -              -    (7,000,000)
Unrealized loss on
    marketable securities        -       -              -        -            -            -   133,000              -       133,000
Foreign currency
    translation adjustment       -       -              -        -            -            -   154,781              -       154,781
Net loss                         -       -              -        -            -  (10,807,411)        -              -   (10,807,411)
Balances, June 30, 1999          -       -      3,190,705    3,190   23,462,668  (24,176,499) (233,924)    (6,000,000)   (6,944,565)
</TABLE>
       See accompanying notes to these consolidated financial statements.


                                       F-5
<PAGE>



                        OASIS RESORTS INTERNATIONAL, INC.

          Consolidated Statements of Stockholders' Deficit (continued)
                   For The Years Ended June 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                            Accumulated     Notes
                                                                  Additional                   Other      Receivable
                           Preferred Stock    Common Stock         Paid-In     Accumulated  Comprehensive    From
                                                                   Capital       Deficit    Income (Loss)  Resorts     Total

                           Shares   Amount  Shares      Amount
<S>                        <C>      <C>     <C>         <C>        <C>         <C>          <C>           <C>          <C>
Common stock issued
  for investment in CHL         -        -      750,000     750     2,249,250             -            -            -     2,250,000
Conversion on notes
    payable into common
    stock                       -        -    8,111,240   8,111     6,991,889             -            -            -     7,000,000
Common stock issued for
    lease deposit               -        -      550,000     550     1,999,450             -            -            -     2,000,000
Common stock issued for
    services and other          -        -        9,270      10        21,990             -            -            -        22,000

Unrealized loss on
    marketable securities       -        -            -       -             -             -     (237,000)           -       (57,750)

Foreign currency
    translation adjustment      -        -            -       -             -             -      215,962            -       215,962

Net loss                        -        -            -       -             -    (3,976,078)           -            -    (3,626,078)
Balances, June 30, 2000         -   $    -   12,611,215 $12,611   $34,725,247  $(28,152,577) $   219,038  $(6,000,000) $    804,319

</TABLE>


       See accompanying notes to these consolidated financial statements.


                                       F-6
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.

                      Consolidated Statements of Cash Flows
                   For The Years Ended June 30, 2000 and 1999
<TABLE>
<CAPTION>


                                                           2000            1999
<S>                                                 <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                            $   (3,976,078)  $(10,807,411)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
    Depreciation and  amortization                          42,619          9,777
    (Gain)/Loss on sale of marketable securities           295,750        803,000
    Impairment of goodwill                                       -      8,006,241
    Impairment of lease deposit                            647,000        313,000
    Services exchanged for marketable securities            52,750              -
  Changes in operating assets and liabilities:
    Accounts receivable                                   (111,426)       245,734
    Inventory                                              (24,649)         1,111
    Other assets                                          (225,657)       (84,729)
    Accounts payable                                        18,553         89,445
    Accrued liabilities                                     59,428       (166,729)
    Due Lessor                                           1,826,423      1,456,450
Net cash used in operating activities                   (1,395,287)      (134,111)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment                                           -       (266,611)
Other assets                                                     -       (345,980)
Net cash used in investing activities                            -       (612,591)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances due from Lessor                                         -       (198,966)
Payments on notes payable                                        -        (25,000)
Advances from related party                                 50,000              -
Advances (repayments) from NuOasis                       1,777,306        296,381
Capital contributions                                            -        466,750

Net cash provided by financing activities                1,827,306        539,165
Foreign currency effect on cash                            215,962        154,781

Net increase (decrease) in cash                            647,981        (52,756)
Cash and cash equivalents at beginning of year              51,698        104,454
Cash and cash equivalents at end of year            $      699,679   $     51,698

</TABLE>


       See accompanying notes to these consolidated financial statements.


                                       F-7
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.

                Consolidated Statements of Cash Flows (continued)
                   For The Years Ended June 30, 2000 and 1999
<TABLE>
<CAPTION>



                                                                                   2000                  1999
<S>                                                                        <C>                   <C>
Supplemental Disclosure of Cash Flows -
     Cash paid during the year for interest                                $        220,000      $         350,489
Non-Cash Financing and Investing Activities:
     Common stock issued for lease deposit                                        2,000,000                      -
     Conversion of notes payable issued to NuOasis                                7,000,000                      -
     Common stock issued for acquisition advance - CHL                            2,250,000                      -
     Contribution of notes receivable from Resorts in recapitalization                    -             10,000,000
     Effective capital contribution from cancellation of notes issued to
         CPL for shares of CPRC in restructuring                                          -             13,000,000
     Effective capital contribution resulting from restructuring                          -             10,000,000
     Exchange of note receivable from Resorts in restructuring                            -              3,000,000
     Notes payable assumed in reverse acquisition with Oasis III                          -              3,925,000
     Acquisition of land held for development in reverse acquisition
         with Oasis III                                                                   -              3,700,000
     Estimated fair value of shares retained by shareholders of Oasis in
         reverse acquisition                                                              -              8,136,275
     Constructive dividend resulting from estimated fair value of notes
         payable issued in reverse acquisition of Oasis                                   -              7,000,000
     Receivable from NuOasis resulting from sale of marketable
         securities                                                                       -                264,000

</TABLE>












       See accompanying notes to these consolidated financial statements.


                                       F-8
<PAGE>





1 - Organization and History

Oasis Resorts International, Inc., a Nevada 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"), operate a resort hotel in Tunisia, North Africa,
and held undeveloped land in Oasis, Nevada. Management intends to develop casino
gaming operations in Tunisia. Substantially all operations included herein are
those of the Le Palace Hotel and Resort.

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 (Note 5). 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. There are no assurances
that the Company will be successful in developing such 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' 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 intends to operate the Cleopatra Cap Gammarth Casino (the
"Cap Gammarth Casino"), a right to re-acquire a 70% interest in Cleopatra
Hammamet Limited ("CHL"), which operates the casino Cleopatra Hammamet Casino,
and Cleopatra's World, Inc. ("CWI") which operates the Le Palace Hotel & Resort
at Cap Gammarth (see Note 3). 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 notes at $7 million. On November 15, 1999, management of
Oasis agreed to extinguish the notes and cancel the 7,200,000 warrants for the
issuance of 8,111,240 shares of the Company's common stock (Note 9), such that
the NuOasis shareholders control approximately 86% of the Company's issued and
outstanding common stock.




                                       F-9
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.

             Notes to Consolidated Financial Statements (Continued)



On April 1, 2000, the Company entered into an agreement to acquire 60% of the
voting capital stock of CHL from an unrelated party (see Note 3) for 750,000
shares of its common stock valued at $2,250,000. The common shares of the
Company were delivered to the unrelated party; however, due to certain
regulatory and tax considerations, the transaction has not been completed.
Management is unsure at the present time whether the transaction will be closed.
In connection with the agreement, the seller was required to provide $600,000 of
working capital to CHL, of which $300,000 was paid by the seller. NuOasis loaned
the remaining $300,000 to CHL and will be repaid by the seller either in cash or
by a portion of the Company's common stock issued to seller.

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 acquiror, 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 operations of Oasis are included in the accompanying
consolidated financial statements from the date of acquisition, October 19,
1998, through June 30, 1999. The net assets of Oasis were recorded at fair value
at the date of acquisition. Assets, consisting primarily of land valued at $3.7
million based upon an independent appraisal, and marketable securities of
$350,000, and liabilities consisting of $3.975 million in secured notes, were
recorded at fair value. The purchase price in the reverse acquisition was
approximately $8.1 million, with the excess of the purchase price over the fair
value of the net assets acquired of $8 million allocated to goodwill (see
below).

Proforma Financial Data

The unaudited proforma statements of operations data for the year ending June
30, 1999, assuming the acquisition of Oasis occurred on July 1, 1998, are as
follows:
<TABLE>
<CAPTION>


                                                              1999
<S>                                                   <C>
Revenues                                              $       5,522,626
Net loss                                              $     (10,106,787)
Basic and diluted net loss per share                  $           (3.17)
</TABLE>

The above unaudited proforma amounts are not necessarily indicative of what the
actual results might have been if the acquisitions had occurred on July 1, 1998.



                                      F-10
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.

             Notes to Consolidated Financial Statements (Continued)




Going Concern Considerations

The Company has recurring losses from operations, and at June 30, 2000, the
Company has a working capital deficit of $5.6 million. The Company requires
approximately $6 million of immediate working capital to service certain
past-due trade creditors of the Le Palace Hotel & Resort and it will require
additional capital to meet obligations as they become due during the next 12
months. 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 as follows:

1.   Acquire the Le Palace Hotel and the adjacent complex in Cap Gammarth
     (collectively the "Cap Gammarth Complex"), which excludes the Cap Gammarth
     Casino. By acquiring the property, management expects to eliminate
     approximately $4.0 million dollars of accrued rental payments to Societe
     Touristique Tunisie-Golfe ("STTG" or "Lessor") for operation of the Le
     Palace Hotel. Management has tendered an offer to acquire the Cap Gammarth
     Complex for approximately $18.0 million(Note 3). The Company has obtained a
     financing commitment that it believes is adequate to fund the acquisition
     of and complete the development of this real property, as well as pursue
     the acquisition of similar properties. The Le Palace Hotel currently is
     generating positive cash flow before the accrual of rent. Management
     believes that the cash flow from operations will be sufficient to service
     the current operating liabilities if the acquisition is successful.

2.   Should the offer to acquire the Cap Gammarth Complex not be accepted,
     management intends to continue to seek a legal reprieve based upon the fact
     that the parties have been unable to negotiate a long term solution. The
     Lessor is currently seeking an injunction to remove CWI from the Le Palace
     Hotel. In the event management is unsuccessful in its arbitration or legal
     actions, or fails to pay the past-due rent payments, the Company will in
     all likelihood lose its rights to operate the Le Palace Hotel.

3.   Finally, management intends to pursue collection of its judgment against
     SALT. Management is currently attempting to seek collection by perfecting
     its claim in the Tunisian courts. Management believes that it will
     successfully perfect its judgement, which is expected to result in the
     Company foreclosing on the interest of SALT and the individual defendants'
     equity ownership of SALT.

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 SALT. No adjustments have been made to the
accompanying consolidated financial statements as a result of these
uncertainties.

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.



                                      F-11
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.

             Notes to Consolidated Financial Statements (Continued)




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' equity. Realized gains and losses are recorded in
operations. The Company uses the specific identification method for accounting
for its marketable securities.

Property and Equipment

Property and equipment are depreciated over their estimated useful lives using
the straight-line method ranging from three to five 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 or 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.

Goodwill

Goodwill represents the excess of purchase price over the fair value of the net
assets of acquired businesses. Goodwill is stated at cost and is amortized on a
straight-line basis over the expected benefit period. As discussed above, the
Company generated goodwill of $8 million in connection with the reverse
acquisition of Oasis on October 19, 1998 (see impairment discussion below).

Impairment of Long-lived Assets

The Company assesses the recoverability of long-lived assets by determining
whether the depreciation and amortization of property and goodwill over their
remaining life can be recovered through projected undiscounted future cash
flows. The amount of 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.

Oasis originally acquired its interest in Oasis III in May 1998. Oasis III had
no significant operations, however, Oasis III has a management team, which upon
the close of a funding, intends to obtain a casino gaming license in the state
of Nevada. The Company has been seeking capital to begin construction of its
casino in Oasis, Nevada, with the assistance of NuVen Advisors, Inc. ("NuVen"),
an affiliate of NuOasis, since July 1998. Through June 30, 1999, the Company had
been unsuccessful in obtaining necessary financing, one year after commencing
its search for capital with the assistance of NuVen, and accordingly, the
Company charged operations totaling $8 million, since the recovery of such
goodwill is unlikely. Through September 30, 2000, no construction financing has
been obtained by management of the Company to commence its development in Oasis,
Nevada.


                                      F-12
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.

             Notes to Consolidated Financial Statements (Continued)




Interest Capitalization

The Company will capitalize interest charges incurred during active development
of its land. Since management has curtailed development until such time funds
are raised, no interest is capitalized. No interest has been capitalized during
the years presented.

Investment, at cost

The Company holds a 6% equity interest in SALT. This investment is carried at
cost, less amounts deemed necessary to reflect the asset at its net realizable
value due to uncertainties about the viability of SALT. The carrying value at
June 30, 2000 is $2 million.

Foreign Currency

The consolidated financial statements of the Company's non-U.S. operations are
translated into U.S. dollars for financial reporting purposes. The assets and
liabilities of non-U.S. operations whose functional currencies are other than
the U.S. dollar are translated at rates of exchange at fiscal year-end, and
revenues and expenses are translated at the average exchange rate for the fiscal
year. The cumulative translation effects are reflected in stockholders' deficit.
Foreign currency gains and losses on transactions denominated in other than the
functional currency of an operation are reflected in other income (expense).

Revenue Recognition

Revenues from hotel operations are recorded when the services are rendered.
Revenues from food and beverage sales are recognized upon delivery of the
product and service.

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 June 30, 2000, consist of net operating
loss carryforwards amounting to approximately $20 million. At June 30, 2000, the
Company provided a 100% valuation allowance for these net operating loss
carryforwards totaling $8 million. During the years ended June 30, 2000 and
1999, the Company's valuation allowance increased $1.5 million, and $4 million,
respectively. The Company's annual use of net operating loss carryforwards are
limited due to the change in ownership experienced in fiscal 1999. No benefit
for income taxes has been provided since all deferral tax assets have been fully
reserved. Income tax expense is not material to the accompanying consolidated
statements of operations.



                                      F-13
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.

             Notes to Consolidated Financial Statements (Continued)



The Company, and its subsidiaries, have not filed federal income tax returns for
several years. Federal law requires the Company to disclose information about
its holdings outside the United States which management has not completed
through the date of this report. In the event management does not complete its
filing of its federal income tax returns, the net operating losses discussed
above will not be available. Management intends to complete its delinquent
filings in fiscal 2001, and they do not believe that penalties, if any, imposed
for lack of filing its income tax returns will be material.

Loss Per Share

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. Diluted EPS is equal to basic EPS
since the effect of common stock purchase warrants would be anti-dilutive. See
Note 9 for common stock purchase warrants outstanding which are anti-dilutive
for EPS reporting purposes.

Stock Split

Share and per share amounts have been retroactively restated for all periods
presented to reflect the one for five reverse stock split approved on February
8, 2000 (Note 9).

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.

Reporting Comprehensive Income

The Company reports the components of comprehensive income (loss) using the
income statement approach. Comprehensive income includes net income (loss), as
well as certain non-shareholder items that are reported directly within a
separate component of stockholders' equity and bypass net income (loss).
Components which give rise to the other comprehensive income (loss) are foreign
currency translation adjustments and unrealized gains and losses on marketable
securities classified as available-for-sale.

Disclosures about Segments of an Enterprise and Related Information

The Company provides disclosures of financial and descriptive information about
an enterprise's operating segments in annual and interim financial reports
issued to stockholders. The Company 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. During the periods
presented, the Company had only one reportable operating segment.




                                      F-14
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.

             Notes to Consolidated Financial Statements (Continued)



Stock-based Compensation

The Company accounts for its employee stock options using the intrinsic method
of accounting prescribed by Accounting Principles Board Opinion No. 25 ("APB
25"), "Accounting for Stock Issued to Employees." The Company must make pro
forma disclosures of net income and earnings per share, as if the fair value
method of accounting defined in Statement of Financial Accounting Standards No.
123 ("SFAS 123"), "Accounting for Stock-Based Compensation," had been applied.
Through June 30, 2000, the Company had no employee stock options outstanding.

The Company accounts for transactions in which goods or services are the
consideration received for the issuances of its equity instruments based on the
fair value of the consideration received or the fair value of the equity
instruments issued, whichever is more reliably measurable.

Accounting for Derivative Instruments and Hedging Activities

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("FAS 133"). Under the provisions of FAS 133, the Company will be
required to recognize all derivatives as either assets or liabilities in the
statements of financial position and measure these instruments at fair value.
The Company has adopted FAS 133 during fiscal 1999 with no material impact on
its current financial position or results of operations. Currently, the Company
does not have any instruments that would qualify as derivatives under FAS 133.

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. Notes due to and from
related parties have no readily ascertainable fair value.

3 - Tunisian Operations

Restructuring

As stated in Note 1, NuOasis entered into an exchange agreement to acquire its
75% interest in CPRC on July 1, 1998. CPRC was formed by the management of
NuOasis as a means to consolidate its off-shore hotel and casino operations,
principally in Tunisia. CPRC was a multi-step restructuring, whereby CPRC first
issued 12,553,125 shares to CWI to acquire from CWI its 9% equity interest in
SALT, the SALT Casino Lease rights, and $1.9 million note due from Club
Hammamet; CWI, immediately thereafter, exchanged 8,490,625 CPRC shares to fully
satisfy the $13 million notes payable to CWI. CPRC then acquired the remaining
CPL assets for 946,875 shares and a $3 million note due from Resorts, acquired
an 80% interest in CWI, a 100% interest in Club Hammamet from NuOasis for
11,500,000 CPRC shares, and finally, CPRC increased its ownership in CCGL to 90%
by assigning to CCGL, $3.5 million of notes due from Resorts and its rights to
the SALT Casino Lease. As a result, CPRC owned an 80% interest in CWI, a 90%
interest in CCGL, rights to certain interests in Club Hammamet, and a 9% equity
interest in SALT.



                                      F-15
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.

             Notes to Consolidated Financial Statements (Continued)



Le Palace Hotel & Resort

CPRC owns an 80% interest in the capital stock of CWI. CWI operates the Le
Palace Hotel under a 15-year operating agreement with the Lessor. At present,
the parties are in dispute over rental payments. An initial arbitration award
covering rent through 1998 has been rendered. Although the award due the Lessor
is final, management of CWI is not in agreement with this award because it does
not provide for completion of the property nor a provision for economic damages
that CWI suffered as a result of the complex being incomplete. Currently, the
Company is pursuing additional arbitration for the rents that will be due for
the years 1999 and 2000, which demands that STTG be required to complete the
complex and pay economic damages suffered by it.

Because the parties have been unable to agree upon a long term solution, the
Company's management has been unable to generate working capital or financing to
pay the rent that was awarded. The Lessor is currently seeking an injunction to
remove CWI from the Le Palace Hotel. CWI continues to seek legal reprieve. CWI
believes that the most viable long term solution is for it to purchase the Cap
Gammarth Complex. Management has tendered an offer of 24.0 million Tunisian
Dinars ($18.0 million converted to U.S. dollars at the exchange rate on June 30,
2000) to acquire the Cap Gammarth Complex, which does not include the Cap
Gammarth Casino. Management has secured a commitment from a domestic, private
investment fund to enable them to effect the transaction.

There are no assurances that the Company will be successful in receiving an
acceptance to its offer or that the financing will be available in the event the
offer is accepted. In the event management is unable to complete the acquisition
or fails to pay the past-due lease payments, the Company will in all likelihood
lose its rights to operate the Le Palace Hotel. Since the Company has only one
operating subsidiary, CWI, all revenues, substantially all operating assets,
such as accounts receivable and inventory, and operating liabilities, such as
accounts payable and amounts due to Lessor, are those of the operations of the
Le Palace Hotel.

In connection with the operation of the Le Palace Hotel & Resorts, the Company
provides employees of Societe Touristique Tunisie-Golfe ("STTG" or the "Lessor")
meals and allowances while working at the Cap Gammarth complex. In fiscal 2000
and 1999, the Company incurred reimbursable expenses amounting to approximately
$100,000 and $199,000, respectively, which were offset against amounts accrued
for rents.

Cleopatra Cap Gammarth Casino

Cleopatra has rights to an operating lease of a 200,000 square foot casino and
Las Vegas-style showroom, construction which is substantially complete, pursuant
to a Casino Lease Agreement and Operating Management Contract with STTG. The
lease on the Cap Gammarth Casino was transferred by SALT resulting in a change
in lessor from STTG to SALT. See Note 8 for further discussion of this lease
arrangement.

On July 13, 1998, the Company 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.
Management is proceeding in Tunisia to collect upon its money judgement. No
amounts have


                                      F-16
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.

             Notes to Consolidated Financial Statements (Continued)



been recorded in these consolidated financial statements as a result of this
potential gain contingency.

Hammamet Casino

In October 1994, CPL entered into an agreement with Club Hammamet to lease and
operate a 60,000 square foot casino (held by the Seller) and French-style
cabaret recently completed in Hammamet, Tunisia (the "Hammamet Casino"). On or
about September 26, 1997, in order to finance the remaining expenditures on the
Hammamet Casino, the Company and Club Hammamet entered into an agreement with
Cedric International Company Inc., a Panamanian corporation ("Cedric"), pursuant
to which the Company and Cedric each agreed to contribute $1.5 million to the
capital of Club Hammamet. In making the first annual lease payments on the
Hammamet Casino, the Company pledged to Cedric its 70% interest in Hammamet
Casino. The Company and Cedric agreed that Cedric will return such interest when
and if the Company reimburses Cedric for all funds advanced prior to September
26, 1998 (on an all or nothing basis), plus interest at the rate of 15% per
annum. The Company did not reimburse Cedric, due to sustained losses at the
Hammamet Casino, and the Company forfeited its right to reacquire its interest
in Hammamet Casino. Accordingly, the Company impaired its interest in Hammamet
Casino and charged operations approximately $1.9 million in fiscal 1998.

As discussed in Note 1, on April 1, 2000, the Company entered into an agreement
to acquire its 70% interest in CHL for 750,000 shares of common stock valued at
$2.25 million. The Company has not closed the transaction, however, the
consideration was tendered. The Seller was required to contributed $600,000 of
working capital and settle all past due rents, owed by the Seller. The Seller
contributed $300,000 of the required capital. Resorts agreed to contribute the
balance of the $300,000 in exchange for 107,500 shares of the Company's common
stock through NuOasis. According to management of CHL, CHL has incurred
operating losses since opening the Hammamet Casino in 1997. In the event the
transaction is completed, CHL will require significant working capital to fund
operating losses until such time, if ever, CHL becomes profitable.

4 - Marketable Securities

At June 30, 1998, the Company held 2,000,000 shares of Resorts and 880,000
shares of Hartcourt as available-for-sale securities. Through the acquisition of
Oasis III, the Company acquired an additional 3,250,000 shares of Resort's
common stock valued at $350,000.

During fiscal 1999, NuOasis, on behalf of the Company, liquidated 741,872 shares
of the Hartcourt companies for $264,000. In connection therewith, the Company
recorded a loss of $803,000 in fiscal 1999. At June 30, 1999, the Company had a
receivable from NuOasis totaling $264,000 and such amount was paid in fiscal
2000. During fiscal 2000, the Company sold 138,128 shares of Hartcourt for
$199,000, resulting in a gain totaling $1,000. During fiscal 2000, the Company
exchanged its 3,250,000 shares of Resorts for consulting services. The shares of
Resorts were valued at $55,250 upon the exchange, resulting in a loss totaling
$294,750.

As of June 30, 2000, the Company holds 2,000,000 NuOasis shares with an original
cost of $254,000 and a market value at June 30, 200 or $34,000.

                                      F-17
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.

             Notes to Consolidated Financial Statements (Continued)



5 - Land Held for Development

As discussed in Note 1, Oasis III 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 Oasis III 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; however, these assets have not been in operation since
1996. Substantial expenditures would have to be made to the property
improvements in order for the property to be operative in its current state.

In December 1998, the Company obtained an independent appraisal valuing the
20-acre parcel at $3.7 million on an "as-is" basis. In connection with the
reverse acquisition (Note 1), the Company valued the property at $3.7 million.
All land-related interest costs incurred subsequent to October 19, 1998, have
been expensed as incurred. In connection with the reverse acquisition, the
Company assumed a $550,000 First Trust Deed Note Payable to an unrelated party
and a Second Trust Deed Note Payable to OIHC totaling $3,450,000 (see Note 7).

6 - Lease deposit

The Company is required to maintain a lease deposit totaling $3 million for the
benefit of the Lessor of the Le Palace Hotel. In fiscal 1998, the Company
pledged 200,000 shares of its common stock as collateral for the required lease
deposit. At June 30, 1999, the value of the underlying securities was $687,000.
The Company charged operations of $313,000 in 1999 as a result of this decline
in value. At June 30, 1999, the Company was deficient in the collateral held for
the lease deposit, and in February 2000, the Company issued 550,000 shares of
its common stock valued at $2,000,000 to provide additional security under the
lease agreement. At June 30, 2000, the value of the Company's common stock held
by CWI for the lease deposit on the Le Palace Hotel declined to $2,040,000.
Based on this impairment, the Company recorded $647,000 as a charge to
operations in fiscal 2000. Subsequent to June 30, 2000, the value of the
Company's common stock declined significantly. Based on the value of such shares
of common stock, the Company may be required to deposit additional collateral.

7 - Notes Payable

In connection with the reverse acquisition of Oasis III on October 19, 1998,
Oasis assumed the $550,000 note payable (See Note 5). The note was due May 11,
1999, with interest-only payments (at an annual rate of 10.0% per annum) of
$4,500 per month. During fiscal 2000, the Company repaid principal totaling
$50,000. The note amounting to $500,000, outstanding at June 30, 2000, is in
technical default is currently due on demand. The holder of the note has not
made a demand for payment. Total interest expense included in operations in
connection with this note in fiscal 2000 and 1999 was approximately $54,000 and
$45,000, respectively.




                                      F-18
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.

             Notes to Consolidated Financial Statements (Continued)



The Company also assumed a Second Deed of Trust note payable in the amount of
$3.450 million related to the 20-acre parcel payable to OIHC. The term of this
Second Deed of Trust is for 30 years principal and interest payable at 9% per
annum. The Company has been unable to make the required principal payments;
however, the Second Trust Deed holder has waived its rights under the events of
default for a period of one year. The Company's ability to continue to make the
required payments is contingent upon its raising additional capital. The
principal amount outstanding at June 30, 2000, was $3.4 million. Total interest
expense in fiscal 2000 and 1999 was $321,917 and $305,792, respectively related
to this note agreement.

Future annual minimum principal payments of notes payable at June 30, 2000 are
as follows:


        Year Ending
          June 30                           Amounts Due
           2001                          $    629,424
           2002                                30,846
           2003                                33,740
           2004                                36,905
           2005                                40,207
        Thereafter                       $  3,128,437

8 - Commitments and Contingencies

Leases

CCGL and CWI are lessees under lease agreements related to the Cap Gammarth
Casino and the Le Palace Hotel, respectively, which require annual lease
payments to be made, monthly or quarterly, over their respective terms, which
are 11 to 20 years (also see Note 3). The leases are renewable automatically for
two five-year terms. The Company has not begun operations at the Cap Gammarth
Casino; therefore, this lease is not yet in effect. Upon consummating the lease,
the Company will be required to pay the amounts reflected in the table below.
Management expects the lease to be consummated by December 2000. Future annual
minimum lease payments in each of the next five years and thereafter at June 30,
2000 are as follows:

                                               Amounts Due
                       Cap
 Year Ending         Gammarth         Le Palace
   June 30            Casino            Hotel           Total
    2001          $   3,000,000    $   8,046,861    $  11,046,861
    2002              3,000,000        4,007,150        7,007,150
    2003              3,300,000        4,287,650        7,587,650
    2004              3,600,000        4,587,785        8,187,785
    2005              3,900,000        4,908,930        8,808,930
 Thereafter          74,700,000       52,872,889      127,572,889
                  $  91,500,000    $  78,711,265    $ 170,211,265


                                   F-19
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.

             Notes to Consolidated Financial Statements (Continued)

Prior to taking possession of the Cleopatra Cap Gammarth Casino under its lease
agreement, the Company is required to make a lease deposit totaling $1 million.
No rent expense has been included in operations under this arrangement. Total
rent expense included in operations under the Le Palace Hotel lease for the
years ended June 30, 2000 and 1999, was $2.6 million and $2.5 million,
respectively.

Litigation

The Company has been a party to litigation with STTG due to significant delays
in completing the Le Palace Hotel & Resorts. Through June 30, 2000, the Company
has not paid rents to STTG in connection with its lease arrangement. However,
the Company has paid opening costs and purchased equipment totaling
approximately $1.8 million which were the responsibility of STTG. STTG filed a
complaint and received an arbitration award for calendar year lease rental
payments for 1997 and 1998, net of amounts expended by the Company. At June 30,
2000, the Company owed STTG approximately $4.04 million for the net rental
payments under the agreement. Also, see Note 3 for discussion of amounts due to
the Company from STTG.

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, 2000, 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 other than the
matter discussed in the preceding paragraph.

9 - Stockholders' Equity (Deficit)

Capital Structure

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 been restated to reflect this
amendment to the Company's Articles of Incorporation. 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 (Note 2).

Common Stock

As part of the restructuring on July 1, 1998 (Note 3), the Company exchanged
certain shares held by the Company in CPRC with CPL for cancellation of $13
million in notes payable due CPL and transfer of $3 million in notes receivable
from Resorts held by the Company. Since the companies are under common control,
the net effect of this transaction was to capitalize the Company by $13 million
as reflected in the accompanying consolidated statements of stockholders' equity
(deficit) for the year ended June 30, 1999.

On July 1, 1998, the Company also transferred certain shares in CPRC for
cancellation of $1.5 million in notes payable to NuOasis. The reduction of such
obligation with NuOasis is treated as an effective contribution of capital in
the accompanying consolidated statements of stockholders' equity (deficit) for
the year ended June 30, 1999.


                                      F-20
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.

             Notes to Consolidated Financial Statements (Continued)



As discussed in Note 1, the Company's reverse acquisition caused the 1,563,450
shares of common stock held by NuOasis on October 19, 1998, to be reflected as
outstanding prior to the merger, with the 1,627,255 shares held by the Oasis
shareholders reflected as consideration for the reverse acquisition. The NuOasis
shareholders were issued 1,363,450 shares of the Company's common stock in
connection with the reverse acquisition (Note 1) and 200,000 shares issued in
the exchange for 3,250,000 shares of Resorts (Note 10). The 1,627,255 shares
were valued by the board of directors of the Company at $5.00 per share or $8.1
million, based on the market price of the Company's common stock subsequent to
the close of the transaction.

On November 15, 1999, the Company issued 8,111,240 shares of its common stock in
satisfaction of notes payable to NuOasis valued at $7,000,000 and warrants to
purchase 7,200,000 at $30.00 per share.

On February 5, 2000, the Company issued 550,000 shares of its common stock
valued at Two Million Dollars ($2,000,000) for the Le Palace Hotel lease
deposit.

On April 17, 2000, the Company issued 750,000 shares of common stock valued at
Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) in connection with
its proposed acquisition of CHL. Such shares are subject to forfeiture in the
even the acquisition of CHL is not completed.

See Note 11 for additional stock transactions subsequent to year end.

Common Stock Purchase Warrants

Prior to October 19, 1998, the Company issued options to purchase 200,000 shares
at $0.50 per share and options to purchase 70,000 shares at $30.00 per share.
Such options and warrants expire from July 1, 2001 to July 1, 2003. These
options are currently outstanding and exercisable. On October 19, 1998, the
Company issued warrants to purchase 7,200,000 shares at $30.00 per share. On
November 15, 1999, the Company canceled such warrants to purchase 7,200,000
shares of common stock as part of the extinguishment of notes payable to NuOasis
(Note 1).

                                       F-21
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.

             Notes to Consolidated Financial Statements (Continued)


Notes Receivable From Resorts

On June 30, 1998, had Nine Million Dollars ($9,000,000) of notes receivable from
Resorts. During fiscal 1999, the Company received Three Million Dollars
($3,000,000) in value in connection with the restructuring. These notes are due
on demand and bear interest at the rate of 6% per annum. Management has
reflected such notes as a reduction of shareholders' deficit since the original
capitalization was reflected as additional paid-in capital. Management of
Resorts intends to satisfy these notes with in-kind consideration; however it is
unlikely that Resorts will be able to repay the notes. In the event the Notes
are worthless, management will reduce additional paid-in capital.

10 - Related Party Transactions

Director Compensation

Two  directors  of the  Company  have  entered  into  agreements  which  expired
September  30, 1999,  but have  continued on a  month-to-month  basis since that
date,  which  provide for  payments of $3,000 per month.  No payments  have been
made.  Included in accounts payable are amounts due such directors of $72,000 at
June 30, 1999. Also see Note 11 below.

See Notes 1, 3, 8, and 9 for additional related party transactions.

11 - Subsequent Events

On December 29, 1999, the Company entered into an agreement with an unrelated
entity to acquire common stock of Virtual Gaming Technology, Inc. ("VGAM") in
exchange for common stock of the Company, the number of shares of which were to
be determined at a later date. On August 31, 2000, the Board of Directors
approved the exchange whereby the Company would issue 4,802,032 shares of its
newly issued common stock for 1,200,508 shares of VGAM. The transaction closed
on August 31, 2000. The Company valued the securities at $4,754,012 based on the
closing price of the Company's common stock on August 31, 2000, less a discount
of 20%, for blockage, since the shares VGAM are thinly traded.

On August 31, 2000, the Company issued 359,515 shares of common stock to
directors and consultants valued at $355,920. Such shares will be registered
under the 1933 Securities Act.


                                      F-22