SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

For the Fiscal Year Ended June  30, 1999         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
$5,523,000

         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 February  29, 2000 was  approximately
$4,800,000

           Class                             Outstanding at April 7, 2000
Common Stock, $.001 par value                      11,301,945 shares

                      Documents Incorporated by Reference:
                                      None

<PAGE>


                                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...........10

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............................................15

                                    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.............................................19

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

Item 12. Certain Relationships and Related Transactions.....................21

Item 13. Exhibits and Reports on Form 8-K...................................22

<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.

(b)      Business Development

         Through subsidiaries, the Company now develops, owns interests in,
leases, manages and operates themed hotels, gaming casinos and related
operations worldwide. 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, 1999 were 90% and
80% owned, respectively.

(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.

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<PAGE>

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 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
         evaluating financing proposals 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.

                  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

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<PAGE>

         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, 1999, 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 as completing the Hotel by STTG.

                  In October 1994, in a separate transaction, CPL entered into
         an agreement to lease and operate a casino and French-style cabaret in
         Hammamet, Tunisia (the "Hammamet Casino"). The Hammamet Casino was
         completed in the first half of calendar 1997 and opened December 6,
         1997. Adjoining the Hammamet Casino is a five-star hotel and villa
         resort (the "Hammamet Hotel") which was completed and opened in
         September 1996, and is operated by the Occidental Group. The Hammamet
         Hotel is one of forty-five (45) hotels planned or currently under
         construction in south Hammamet as part of a Tunisian
         government-sponsored expansion of the Hammamet resort area. When
         completed, these additional hotels are expected to provide up to
         thirty-eight thousand (38,000) additional beds for the Hammamet area.
         Both the Hammamet Casino and Hammamet Hotel are situated within walking
         distance of other hotels, with approximately eighteen hundred (1,800)
         beds.

                  CPL financed the completion and opening of the Hammamet Casino
         through loans from NuOasis and financing from Cedric Investment Company
         Inc., a Panamanian corporation ("Cedric"). In connection with a $1.5
         million loan from Cedric to complete and open the Hammamet Casino, the
         Company pledged its 70% interest in Cleopatra Hammamet Casino, Ltd.,
         the lease holder of the Hammamet Casino to Cedric. The Company had the
         right to repurchase such interest for $1.5 million plus interest. Such
         right expired September 22, 1998 and accordingly, the Company had no
         further interest in the Hammamet Casino. To finance the remaining
         expenditures on the Cap Gammarth Casino, CPRC has been negotiating
         possible joint ventures with foreign banks and investment groups, and
         attempting early collection of its receivables.

                  Between 1996 and 1999, CPL and other related CPRC
         subsidiaries, increased their interest in CWI and entered into Letters
         of Intent and contracts to acquire additional proposed and existing
         resort hotel and casino gaming interests in the Mediterranean and
         Southern Europe. On July 7, 1996, CPL entered into an agreement between
         Compagnie Monastirienne Immobiliere et Touristique S.A. ("CMI") to take
         over and operate a casino in Monastir, Tunisia (the "Monastir Casino
         Lease"); it entered into an agreement with CMI dated July 7, 1996 to
         take over and operate a resort hotel in Monastir, Tunisia (the
         "Monastir Hotel Lease"); it entered into an agreement in principle to
         lease an existing potential casino site and to acquire a gaming license
         in Morocco (the "Morocco Project"); and, it entered into an agreement
         to acquire certain real property interests in San Roque, Spain and the
         gaming license related to a casino under construction in Marbella,


                                        3
<PAGE>

         Spain (the "Marbella Casino"). However, at June 30, 1999, none of the
         properties under contract or agreements in principle have been acquired
         by the Company or any of its subsidiaries.

         (2)      Real Estate Activities

                  The Company did not have any real estate operations during
         fiscal 1998 or fiscal 1999.

(d)      Marketing

         (1)      Gaming and Hotel Management

                           Domestic Gaming

                  The Company did not have any domestic gaming activities in
         fiscal 1998 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 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 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.


                                        4
<PAGE>
(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 1998 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 1998 and fiscal 1999; its international
         casino gaming and hotel management activities, except for 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 1999.

(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 1998 or fiscal 1999.



                                        5
<PAGE>


(k)      Competition

         Gaming and Hotel Management Activities

                  Domestic Gaming

                  The Company did not have any domestic gaming activities in
         fiscal 1998 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.

         (3)      Real Estate Activities

                  Real estate investments through June 30, 1999 consisted solely
         of the Oasis III Property, which was undeveloped at the close of fiscal
         1999 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.


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<PAGE>
(m)      Government Regulation

         (1)      Gaming and Hotel Management Activities

                           Domestic Gaming

                  The Company did not have any domestic gaming activities during
         fiscal 1998 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 1999, 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.

                  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 1998 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.


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<PAGE>
(o)      Employees

                  There were two (2) corporate officers of the Company and 176
         employees of significant subsidiaries who rendered services during
         fiscal 1999 and fiscal 1998.

(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.

(q)      Year 2000 Issues

                  Many computers systems today may be unable to interpret data
         correctly after December 31, 1999 because they allow only two digits to
         indicate the year in a date. The Company and its subsidiaries have been
         engaged in assessing this Year 2000 issue as it relates to their
         businesses, including their electronic interactions with banks,
         vendors, customers, and others. This project along with developing and
         implementing solutions to the year 2000 issue has been completed and
         management has concluded that the impact of the Year 2000 issue on its
         complete systems will not have a material impact on the Company's
         consolidated financial results or position. The Company's consolidated
         financial results could be adversely affected if one or more of the
         companies in which it has material investments were materially
         adversely affected by the Year 2000 issue.


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<PAGE>
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 1999, 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 1999, 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 1998 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 1999 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. An
         initial judgement was granted, however the parties by mutual agreement
         are continuing the matter and this arbitration remained open at June
         30, 1999.

         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.


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<PAGE>


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.

          On April 8, 1998, there was a special meeting of the Company's
shareholders (the "Fiscal 98 Meeting") at which: (a) Ms. Tammy Gehring, Mr.
Cliff Halling, and Ms. Bonnie Jean C. Tippetts were elected to serve as the
directors of the Company; (b) the shareholders approved an amendment to the
Company's Articles of Incorporation to increase the number of authorized shares
of the Company's $0.10 par value common stock from 5,000,000 shares to
25,000,000 shares; (c) the shareholders approved a 1-for- 100 reverse stock
split of the Company's issued and outstanding common stock; (d) the shareholders
approved the selection of Jones, Jensen & Company as the Company's independent
auditors for the fiscal year ended August 31, 1998 (which were subsequently
dismissed).

          The Company's Board of Directors, at the time of the Fiscal 98
Meeting, recommended in the Proxy Statement that shareholders vote for each of
the proposals presented. No solicitation in opposition to management's nominees
was received prior to, nor presented at the meeting, and all of the proposals
were passed by margins of at least 89% of the shares represented at the meeting.

          On October 19, 1998, there was a special meeting of the Company's
shareholders (the "Fiscal 99 Meeting") at which the Company's shareholders
approved an Agreement of Merger with Oasis Resorts International, Inc., a Nevada
corporation ("Oasis") to implement a reincorporation of the company known as
Flexweight Corporation in the state of Nevada. Oasis was incorporated by the
company known as Flexweight Corporation specifically for the purpose of
implementing the reincorporation. Oasis had no assets or liabilities. As a
result of the reincorporation, the name of the Company was changed to Oasis
Resorts International, Inc. and all the assets and liabilities of the company
known as Flexweight Corporation became the assets and liabilities of Oasis, and
each share of $.10 par value common stock 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.

                                     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
disclosure requirements of the Exchange Act, the NASD delisted the Company's
common stock and ceased trading on the Bulletin Board. The Company intends to
take the steps necessary to resume trading after it becomes current with its
Exchange Act filing requirements. On March 3, 2000, the Company's symbol was
changed to "OAII."



                                       10
<PAGE>

          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 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

          Fiscal 1998                               High (1)             Low (1)
Quarter ended 06/30/98                               $36.25              $18.20
Quarter ended 03/31/98                               $ .05                $ .05
Quarter ended 12/31/97                               $ .05                $ .05
Quarter ended 09/30/97                               $ .05                $ .05
_____________
(1)       Amounts have been adjusted to give retroactive effect for the five to
          one reverse stock split in February 2000 and the one for 100 reverse
          stock split of April 1998.

(b)       Holders

          The Company had approximately 722 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."

(c)       Dividends

          The Company has not paid any cash dividends with respect to its common
stock since its inception. No cash or property dividends were paid or declared
during fiscal 1998 or fiscal 1999. At the close of fiscal 1999, the Board of
Directors of the Company had not approved a dividend distribution policy,
however, there are no contractual restrictions on the Company's present or
future ability to pay dividends.



                                       11
<PAGE>

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, 1999 and 1998

          On May 1, 1998, the Company, a Nevada corporation and a wholly owned
subsidiary of the Company, merged with Oasis III, which held assets consisting
of 20 acres of partially-developed land in Oasis, Nevada. In connection with the
merger, the Company issued 602,000 shares of common stock to the shareholders of
Oasis III to acquire 100% of the issued and outstanding common stock of Oasis
III. In addition, the Company issued the shareholders of Oasis III 200,000
shares of its common stock in connection with the real estate agreement dated
April 9, 1998. Upon the close of the merger, the shareholders of the Company
held 149,916 shares of the Company's common stock and the shareholders of Oasis
III held approximately 802,000 shares of the Company's common stock,
representing approximately 80% of the issued and outstanding common stock.

          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 issued by the Company (the "Oasis Notes").

          CPRC acquired all of the equity interest owned by NuOasis in CCGL
(which operates the casino Cleopatra Cap Gammarth), a right to re-acquire an
interest in Cleopatra Hammamet Limited (which operates the casino Cleopatra
Hammamet Casino) and CWI (which operates the Le Palace Hotel & Resort at Cap
Gammarth). All of the properties are located in Tunisia.

          The Oasis Warrants represent the right to acquire 7,200,000 shares of
the Company's common stock at $30.00 per share. 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. After the conversion, the shareholders of NuOasis
controlled approximately 85% of the issued and outstanding common stock.

                                       12
<PAGE>


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

(c)       Going Concern

          The Company's working capital resources during the years ended
June 30, 1999 and 1998 were provided by utilizing the cash on hand and from the
operations of the Le Palace Hotel. The Company has experienced recurring net
losses, has limited liquid resources, negative working capital. Management's
intent is to continue searching for additional sources of capital and, in the
case of NuOasis International, new casino gaming and hotel management
opportunities. In the interim, the Company intends to continue operating with
minimal overhead and key administrative functions provided by consultants who
are compensated in the form of the Company's common stock. It is estimated,
based upon its historical operating expenses and current obligations, that the
Company may need to utilize its common stock for future financial support to
finance its needs during fiscal 2000. Accordingly, the accompanying consolidated
financial statements have been presented under the assumption the Company will
continue as a going concern and do not include any adjustments that might result
from the outcome of this uncertainty.

(d)        Liquidity and Capital Resources

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

                                                June 30,
                                        1999                   1998
<S>                                 <C>                    <C>
Working Capital (Deficit)           $   (5,021,869)        $  (3,769,553)
Cash and Cash Equivalents           $       51,698         $     104,454
Current Ratio                                  .20                   .48
</TABLE>

          The most significant effects on working capital and its components
during fiscal 1999 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 2000 or its fiscal year ended June 30, 2001 ("fiscal 2001"). However, the
Le Palace Hotel & Resort has been in operation for more than one (1) year, 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 1999,
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

                                       13
<PAGE>

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 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, 1999, 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. The matter was removed from the arbitration
calendar by mutual agreement between the parties, however, in fiscal 1999, the
matter was

                                       14
<PAGE>
put back on the arbitration calendar and subsequent to the close of fiscal 1999,
in December 1999, the arbitration board awarded CWI damages of approximately
$2,500,000 to offset against the past due rent. The arbitration board did not
address the issue of the reduction of rent due to STTG as a result of the resort
not being completed and CWI has requested arbitration in France to have the rent
issue decided.

(f)       Cash Flows

          Cash used by operating activities was $134,000 for the year ended
June 30, 1999 as compared to cash provided by operations of $210,000 for the
comparable period last year. The increase is due to the increase in cash paid
for interest.

          Cash used by investing activities was $613,000 for the year ended
June 30, 1999 as compared to cash provided by investing activities of $218,000
for the comparable period last year. During fiscal 1999 the Company purchased
equipment and during fiscal 1998 the Company made certain advances.

          Cash provided by financing activities was $539,000 for the year ended
June 30, 1999 as compared to cash used in financing activities of $986,000 for
the comparable period last year. During fiscal 1999, advances from the lessor
decreased advances to the controlling shareholder were increased, and additional
capital contributions were made.

(g)       Results of Operations

          Year Ended June 30, 1999 Compared to Year Ended June 30, 1998.

          The Company's total revenues for the year ended June 30, 1999 were
$5.5 million as compared to $5.3 million for the year ended June 30, 1998. 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.

          Total cost of revenues were $5.8 million in fiscal 1999 as compared to
$5.5 million in fiscal 1998. The increase is due to increased rent expense due
to scheduled rent increases. Selling, general and administrative costs decreased
$233,000.

          In fiscal 1999 and 1998, the Company recorded impairments of
long-lived assets of $8.3 million and $3.5 million, respectively. 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. In 1998, management determined that its investment in the Cleopatra Cap
Gammarth casino and its Club Hammamet receivable was impaired, and accordingly,
they recorded a provision totaling approximately $3.5 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.

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.



                                       15
<PAGE>
ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
              AND FINANCIAL DISCLOSURE.

          During fiscal 1999, in connection with the restructuring of the
Company, the Board of Directors, decided to replace Jones, Jensen & Company as
the independent accountants for the Company with the accounting firm of
McKennon, Wilson & Morgan LLP. Jones, Jensen & Company previously issued a
report dated November 11, 1997. The report noted that the Company was a
development stage company and had no operating capital which raises significant
doubt about the ability of the Company to continue as a going concern. Other
than the Company's ability to continue as a going concern, the report did not
contain any adverse opinion or disclaimer of opinion, or any qualification as to
uncertainty, audit scope or accounting principles. Such report subsequent to
issuance has not been modified by Jones, Jensen & Company. There were no
disagreements with Jones, Jensen & Company on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure during the two-year period prior covered by their report and
subsequently through April 10, 2000.

                                                     PART III

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
              PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

(a)       Identification of Directors and Executive Officers.

          The Company, pursuant to its Bylaws is authorized to maintain
executive officers as needed, but not less than three (3) and not more than nine
(9) members on its Board of Directors. The directors and officers for fiscal
1998 and fiscal 1999 were as follows:


Name                      Age        Position      Period Served as Director

Walt Sanders               53        President     May 1, 1998 to present
                                     Director

Charles R. Longson         51        Director      May 1, 1998 to present

Richard O. Weed            37        Director      October 1, 1998 to present

Jon L. Lawver              61        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

                                       16
<PAGE>
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.

          Charles R. Longson.  Charles R. Longson was appointed Vice-President
and Director of the Company on May 1, 1998. Mr. Longson has been the general
manager of the Silver Smith Casino and Resort in Wendover, Nevada since 1979.
His experience includes over 26 years in developing and managing large gaming
resorts. Mr. Longson specializes in start-up construction, including: design,
development, floor layouts and operations and personnel.

          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 twenty-two (22) 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

          In fiscal 1996, the Company entered into a Consulting Agreement with
AZ Professional Consultants Inc. ("AZ") pursuant to which the Company agreed to
engage AZ to provide certain services related to the day-to-day management
record keeping and regulatory reporting requirements of the company, the ("AZ"
Agreement). The AZ Agreement had a term of one (1) year and continued on a
month-to-month basis after expiration of the one-year term. The Agreement was
mutually terminated on April 1, 1997. During the term of the AZ Agreement, the
Company issued to AZ, as consideration for the services provided by AZ,
approximately One Hundred Eighty Thousand (180,000) shares of its common stock.

          On July, 1997, the Company entered into consulting agreements with
Mr. Kurtz, doing business as Park Street (the "Park Street Agreement"). Pursuant
to the Park Street Agreement, the Company agreed to pay Mr. Kurtz Four Thousand
(4,000) shares of its common stock each month for the term of the subject
agreement and further compensate Park Street for the introduction of businesses
which are acquired by the Company. These agreements expired in July, 1999.

          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, 1999,

                                       17
<PAGE>
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; common stock at a price of $30.00 per share. At June 30,
1999, 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, 1999, NuOasis owned 1,563,450 shares, or approximately
forty-nine percent (49%), of the issued and outstanding common stock of the
Company, and it has two (2) appointees sitting on the Company's four (4) member
Board of Directors. On November 15, 1999, NuOasis was issued 8.1 million shares
as settlement of the $7 million of notes taken at fair value. 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

                                       18
<PAGE>
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.  Fred Graves
Luke, Fred G. Luke's father, is a Director of CPRC and owns personally 10% 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.

(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.


                                       19
<PAGE>


Name and Principal        Fiscal       Salary      Other Annual       Options
Position                   Year         ($)        Compensation ($)  Granted (#)
Walter Sanders,            1999          -              -                -
 President                 1998          -              -                -
                           1997          -              -                -

(b)       Stock Options

          During the years ended June 30, 1999 and 1998, 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.

(e)       Contracts With Executive Officers

          None

(f)       Change of Control

          On May 1, 1998, following the Company's acquisition of Oasis III,
Tammy Gehring, Bonnie Jean Tippetts and Cliff Halling resigned from their
respective positions as officers and directors of the Company in favor of Mr.
Walter Sanders and Mr. Charles Longson. In fiscal 1999, following the purchase
of the NuOasis assets, Mr. Jon L. Lawver and Mr. Richard O. Weed were appointed
to hold positions as directors of the Company.

(g)       Report on Repricing of Options

          Not applicable.



                                       20
<PAGE>

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 February 29, 2000, the most recent practicable date.


     Title
       of       Name and Address               Amount and Nature of      Percent
     Class      of Beneficial Owner           Beneficial Interest (1)   of Class

$.001 par value NuOasis Resorts Int'l Inc.           9,674,690             85.6%
Common Stock    43 Elizabeth Avenue, Box N-8680
                Nassau, Bahamas

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

          The following sets forth information with respect to the Company's
voting stock beneficially owned by each current and former officer and director,
and by all current and former officers and directors as a group, as of February
29, 2000:


   Title                                       Amount and Nature
    of             Name and Address                  of                Percent
   Class           of Beneficial Owner       Beneficial Interest(1)    of Class

$.001 par value    Mr. Walter Sanders              400,000                3.6%
Common Stock       P.O. Box 2329
                   West Wendover NV 89883
$.001 par value    All Officers and                400,000                3.6%
Common Stock         Directors as a group

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


ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

(a)       Transactions with  Directors and Affiliates.

          There were no transactions or series of similar related transactions
during fiscal 1999 or fiscal 1998 that exceeded an aggregate amount of $60,000.

(b)       Indebtedness of Management

          There were no transactions, or series of similar related transactions
during fiscal 1999 or fiscal 1998.

(c)       Transactions with Promoters

          Not applicable.

                                       21
<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.

     3.2          Bylaws of Oasis Resorts International, Inc.

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

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

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

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

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

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

     10.7         Warrant Agreement between NuOasis International Inc. and
                  Flexweight Corporation

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

     10.9         Option Agreement between NuOasis International Inc. and
                  Flexweight Corporation

     10.10        Option Agreement between NuVen Advisors Inc.. and Flexweight
                  Corporation

     10.11        Flexweight Corporation 1998 Stock Option Plan

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

     22.1         Schedule of Subsidiaries of the Company

     27           Financial Data Schedule

                                       22

<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: April 20, 2000                     By:  /s/ Walter Sanders
                                              Walter Sanders, President
                                              and Director

Date: April 20, 2000                     By:  /s/ Jon L. Lawver
                                              Jon L. Lawver, Principal
                                              Accounting Officer and Director





         In accordance with the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated.

                                         OASIS RESORTS INTERNATIONAL, INC.
                                         (formerly, Flexweight Corporation)

Date: April 20, 2000                     By:  /s/ Walter Sanders
                                              Walter Sanders, President
                                              and Director

Date: April 20, 2000                     By:  /s/ Jon L. Lawver
                                              Jon L. Lawver, Principal
                                              Accounting Officer and Director

Date: April 20, 2000                     By:  /s/ Charles Longson
                                              Charles Longson, Director

Date: April 20, 2000                     By:  /s/ Richard O. Weed
                                              Richard O. Weed, Director

                                        23

<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, 1999..............................F-3

Consolidated Statements of Operations and Comprehensive Loss
  for the years ended June 30,1999 and 1998.................................F-4

Consolidated Statements of Stockholders' Equity (Deficit)
  and Comprehensive Loss for the years ended June 30,1999 and 1998..........F-5

Consolidated Statements of Cash Flows for the years ended
  June 30,1999 and 1998.....................................................F-7

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








                                       F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Oasis Resorts International, Inc.
(Formerly Flexweight Corporation)

We have audited the accompanying consolidated balance sheet of Oasis Resorts
International, Inc., formerly Flexweight Corporation ("Oasis"), and subsidiaries
(collectively the "Company") a company controlled by NuOasis Resorts
International, Inc. ("NuOasis"), as of June 30, 1999, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for each of the years in the two-year period ended June 30, 1999. 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,
1999, and the consolidated results of their operations and their cash flows for
each of the years in the two-year period ended June 30, 1999, 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, 1999.

                                           /s/   McKennon, Wilson & Morgan LLP

Irvine, California
April 4, 2000


                                       F-2
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
                           Consolidated Balance Sheet
                                  June 30, 1999
<TABLE>
<CAPTION>
<S>                                                      <C>
ASSETS
Cash and cash equivalents                                $       51,698
Accounts receivable, net                                        373,550
Inventory                                                       170,126
Marketable securities (Note 4)                                  345,000
Receivable from NuOasis (Note 4)                                264,000
Other current assets                                             84,729

   Total current assets                                       1,289,103

Property and equipment, net                                     256,834
Receivable from Lessor (Note 3)                               1,183,858
Lease deposit (Note 6)                                          687,000
Land held for development (Note 5)                            3,700,000
Investment, at cost (Notes 2 and 3)                           2,000,000
Other                                                           598,389
   Total assets                                          $    9,715,184
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable                                         $    1,801,078
Due Lessor (Notes 3 and 8)                                    3,397,146
Accrued liabilities                                             511,525
Current portion of notes payable (Note 7)                       601,223
   Total current liabilities                                  6,310,972
Notes payable, net of current portion (Note 7)                3,348,777
Fair value of notes payable to NuOasis (Note 1)               7,000,000
   Total liabilities                                         16,659,749
Commitments and contingencies (Note 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, 3,190,705 shares issued and outstanding           3,190
  Additional paid-in capital                                 23,462,668
  Accumulated deficit                                       (24,176,499)
  Accumulated other comprehensive loss                         (233,924)
  Notes receivable from Resorts                              (6,000,000)
   Total stockholders' deficit                               (6,944,565)
  Total liabilities and stockholders' deficit            $    9,715,184
</TABLE>

       See accompanying notes to these consolidated financial statements.


                                       F-3
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
          Consolidated Statements of Operations and Comprehensive Loss
                   For The Years Ended June 30, 1999 and 1998



<TABLE>
<CAPTION>
                                                      1999             1998
<S>                                              <C>               <C>
Revenues                                         $  5,522,626      $  5,292,604
Costs of revenues                                   5,795,187         5,512,702
  Gross profit (loss)                                (272,561)         (220,098)
Selling, general and administrative expenses        1,012,300         1,244,870
Impairment of long-lived assets (Notes 2 and 3)     8,319,241         3,453,000
Loss from operations                               (9,604,102)       (4,917,968)
Loss on sale of marketable securities                 803,000                 -
Interest expense                                      400,309            31,591
         Net loss                                 (10,807,411)       (4,949,559)
Other comprehensive income (loss):
  Unrealized gain (loss) on marketable
    securities                                        133,000          (590,000)
  Foreign currency translation adjustment             154,781            79,005
            Comprehensive loss                   $(10,519,630) $     (5,460,554)

Basic and diluted net loss per share             $      (4.01) $          (3.17)
Weighted average shares included in basic and
  diluted net loss per share                        2,698,008         1,563,450
</TABLE>










       See accompanying notes to these consolidated financial statements.



                                       F-4
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
Consolidated Statements of Stockholders' Equity (Deficit) and Comprehensive Loss
                   For The Years Ended June 30, 1999 and 1998


<TABLE>
<CAPTION>                                                                                                Notes
                      Preferred Stock       Common Stock      Additional                   Other       Receivable
                                                                Paid-In    Accumulated  Comprehensive    From
                      Shares    Amount     Shares   Amount      Capital      Deficit        Loss        Resorts      Total
<S>                   <C>       <C>      <C>       <C>       <C>          <C>           <C>          <C>          <C>
Balances, July 1,
   1997                    -    $    -   1,563,450 $  1,563  $12,136,144  $ (8,419,529) $   (10,710) $         -  $  3,707,468
Recapitalization by
   NuOasis                 -         -           -        -   10,657,000             -             -  (10,000,000)     657,000
Shares of Oasis
   assigned from
   NuOasis for lease
   deposit                 -         -           -        -            -             -             -    1,000,000    1,000,000
Constructive
   dividend to CPL         -         -           -        -  (13,000,000)            -             -            -  (13,000,000)
Capital contributions      -         -           -        -      551,126             -             -            -      551,126
Net loss and
   comprehensive
   loss                    -         -           -        -            -    (4,949,559)     (510,995)           -   (5,460,554)
Balances, June 30,         -    $    -   1,563,450 $  1,563  $10,344,270  $(13,369,088) $   (521,705)$ (9,000,000)$(12,544,960)
   1998
</TABLE>








       See accompanying notes to these consolidated financial statements.



                                       F-5
<PAGE>


                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
                    Consolidated Statements of Stockholders'
              Equity (Deficit) and Comprehensive Loss (continued)
                   For The Years Ended June 30, 1999 and 1998


<TABLE>
<CAPTION>                                                                                                   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>
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)
Net loss and                                        -
   comprehensive
   loss                         -        -          -          -            -    (10,807,411)     287,781            -  (10,519,630)
Balances, June 30,              -   $    -  3,190,705  $   3,190  $23,462,668   $(24,176,499)   $(233,924) $(6,000,000)$ (6,944,565)
   1999
</TABLE>

       See accompanying notes to these consolidated financial statements.


                                       F-6
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
                      Consolidated Statements of Cash Flows
                   For The Years Ended June 30, 1999 and 1998

<TABLE>
<CAPTION>

                                                                           1999          1998
<S>                                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                              $(10,807,411)  $(4,949,559)
  Adjustments to reconcile net loss to
    net cash provided by (used in) operating activities:
      Depreciation and  amortization                                         9,777             -
      Write-off of note receivable from Club Hammamet                            -     1,905,000
      Impairment of SALT equity investment and Cleopatra Cap Gammarth
        Casino interest                                                          -     1,548,000
      Loss on sale of marketable securities                                803,000             -
      Impairment of goodwill                                             8,006,241             -
      Impairment of lease deposit                                          313,000             -
      Changes in operating assets and liabilities:
        Accounts receivable                                                245,734      (357,793)
        Inventory                                                            1,111        22,764
        Other current assets                                               (84,729)        2,231
        Accounts payable                                                    89,445       635,720
        Accrued liabilities                                               (166,729)      157,070
        Due Lessor                                                       1,456,450     1,247,019
Net cash provided by (used in) operating activities                       (134,111)      210,452
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment                                                    (266,611)      (52,597)
Advances on note receivable from Club Hammamet                                   -      (154,200)
Other assets                                                              (345,980)      424,647
Net cash provided by (used in) investing activities                       (612,591)      217,850
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances due from Lessor                                                  (198,966)     (984,892)
Payments on notes payable                                                  (25,000)            -
Repayment of short-term bank loans                                               -      (300,000)
Advances (repayments) from NuOasis                                         296,381      (252,574)
Capital contributions                                                      466,750       551,126

Net cash provided by (used in) financing activities                        539,165      (986,340)
Foreign currency effect on cash                                            154,781        79,005

Net decrease in cash                                                       (52,756)     (479,033)
Cash and cash equivalents at beginning of year                             104,454       583,487
Cash and cash equivalents at end of year                              $     51,698   $   104,454
</TABLE>



       See accompanying notes to these consolidated financial statements.


                                       F-7
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
                Consolidated Statements of Cash Flows (continued)
                   For The Years Ended June 30, 1999 and 1998


<TABLE>
<CAPTION>

                                                                                1999          1998
<S>                                                                         <C>           <C>
Supplemental Disclosure of Cash Flows -
     Cash paid during the year for interest                                  $ 350,489     $  31,591
Non-Cash Financing and Investing Activities:
     Capital contribution of marketable securities by NuOasis                        -       657,000
     Lease deposit exchanged for note receivable from Resorts                        -     1,000,000
     Constructive dividend resulting from notes payable issued to
        CPL in exchange for assets                                                   -    13,000,000
     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     8,136,275             -
        reverse acquisition
     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>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
                   Notes to Consolidated Financial Statements

1 - Organization and History

Oasis Resorts International, Inc. (formerly Flexweight Corporation, a Kansas
Corporation) was originally incorporated under the name Flexweight Drill Pipe
Company in 1958. Oasis Resorts International Inc., herein referred to as "Oasis"
and its subsidiaries (collectively the "Company"), develop and operate resort
hotel and gaming operations, primarily in Tunisia, North Africa, and held
undeveloped land in Oasis, Nevada.

On May 1, 1998, Oasis, then Flexweight Corporation, merged with Oasis Resorts,
Hotel & Casino-III, Inc. ("Oasis III"), which held assets representing 20 acres
of partially-developed land in Oasis, Nevada. In connection with the merger,
Oasis issued 602,000 shares of common stock to the shareholders of Oasis III to
acquire 100% of the issued and outstanding common stock of Oasis III. In
addition, the Company issued the shareholders of Oasis III 200,000 shares of
Oasis common stock in connection with the real estate agreement dated April 9,
1998 (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.

On October 19, 1998, the Company reincorporated in Nevada and changed its name
from Flexweight Corporation to Oasis Resorts International, Inc. to better
reflect its new corporate direction. The Company then entered into an exchange
agreement with NuOasis International, Inc. ("NuOasis"), a wholly-owned
subsidiary of NuOasis Resorts, Inc. ("Resorts") to acquire NuOasis's 75%
interest in Cleopatra Palace Resorts and Casinos Ltd. ("CPRC"). CPRC had
previously acquired all of the equity interest owned by NuOasis in Cleopatra Cap
Gammarth, Limited ("CCGL") which operates the casino Cleopatra Cap Gammarth, a
right to re-acquire an interest in Cleopatra Hammamet Limited, which operates
the casino Cleopatra Hammamet Casino, and Cleopatra's World, Inc. ("CWI") which
operates the Le Palace Hotel & Resort at Cap Gammarth (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 debt at $7 million. On November 15, 1999, management of
Oasis agreed to extinguish this debt and cancel the 7,200,000 warrants for the
issuance of 8,111,240 shares of common stock (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.
                        (Formerly Flexweight Corporation)
             Notes to Consolidated Financial Statements (continued)



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 years ended June
30, 1999 and 1998, assuming the acquisition of Oasis occurred on July 1, 1997,
are as follows:


                                                     1999             1998
Revenues                                         $  5,522,626    $   5,292,604
Net loss                                         $(10,106,787)   $  (9,684,469)
Basic and diluted net loss per share             $      (3.17)   $       (3.04)

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, 1997.

Going Concern Considerations

The Company has recurring losses from operations, and at June 30, 1999, the
Company has a working capital deficit of $5 million. The Company requires
approximately $5 million of immediate working capital to complete the final
phase of construction of the Le Palace Hotel & Resort and the Cleopatra Cap
Gammarth casino, as well as service certain past-due trade creditors. The
Company will require additional capital to meet obligations of the hotel and
casino as they become due during the next 12 months. The Company is currently a
plaintiff in litigation with the owners of the Cleopatra Cap Gammarth casino due
to delays in the completion of the project by the owner. The Company has
received a judgment totaling approximately $292 million against Societe
D'Animation et de Loisirs Touristique, a Tunisian corporation ("SALT"), the
ultimate collectibility of which is unknown (see Note 3). The Company is a
defendant in a matter initiated by the owners of the Le Palace Hotel & Resort
for 1999 rents unpaid by the Company. At June 30, 1999, the Company owed
approximately $3.4 million under the lease agreement.


                                      F-10
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
             Notes to Consolidated Financial Statements (continued)


The Company requires approximately $70 million to continue the development of
it's gaming facility in Oasis, Nevada, and may be subject to foreclosure
proceedings in the event the Company is unable to raise the financing necessary
to complete the project. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans with
respect to these matters include obtaining sources of capital to complete the
projects, and pay its past-due trade creditors and rents. Meanwhile, the Company
will attempt to perfect its judgment against the landlords 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.

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.

Fiscal Year End

The Company changed its fiscal year end from August 31 to June 30 as a result of
the change in basis of accounting to coincide with the operations of NuOasis
acquired.

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 and amortization are removed
from the accounts and any gain or loss is reflected in the consolidated
statements of operations. Depreciation expense reflected in the accompanying
consolidated financial statements was not significant.

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 period to be benefitted.


                                      F-11
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
             Notes to Consolidated Financial Statements (continued)


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 March 31, 2000, no construction financing has been
obtained by management of the Company to commence its development in Oasis,
Nevada.

In 1998, management determined that its interests in the Cleopatra Cap Gammarth
Casino, SALT, and Hammamet were impaired, and accordingly, they charged
operations totaling approximately $3.4 million (see Investments, at cost below
and Note 3).

Interest Capitalization

The Company capitalizes interest charges incurred for development of its land.
However, since management has curtailed development until such time funds can be
raised, no interest is capitalized.

Investments, at cost

The Company holds a 9% equity interest in SALT. This investment is carried at
cost, less amounts deemed necessary to reflect the asset at its net realizable
value. The investment was exchanged from CPL to CWI with a carrying value of
$3.1 million. CPL had also incurred costs of $424,000 in connection with its
interest. During 1998, management determined the investment was impaired, and
accordingly, they recorded a provision for loss of $1.5 million in fiscal 1998.
The impairment was based on collection of the money judgement against SALT and
certain of its shareholders (see Note 3). The carrying value at June 30, 1999 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 average exchange rates for the fiscal
year. The cumulative translation effects are reflected in stockholders' equity.
Foreign currency gains and losses on transactions denominated in other than the


                                      F-12
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
             Notes to Consolidated Financial Statements (continued)


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, 1999, consist of net operating
loss carryforwards amounting to approximately $20 million. At June 30, 1999, the
Company provided a 100% valuation allowance for these net operating loss
carryforwards totaling $8 million. During the years ended June 30, 1999 and
1998, the Company's valuation allowance increased $4 million, and $2 million,
respectively. The Company's annual use of net operating loss carryforwards are
limited due to the change in ownership experienced in 1998. 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.

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 Splits

All per share amounts are reported, as adjusted, after the one for 100 reverse
stock split approved on April 8, 1998 and one for five reverse stock splits
approved on February 8, 2000 (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.



                                      F-13
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
             Notes to Consolidated Financial Statements (continued)


Reporting Comprehensive Income

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

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. As of June 30, 1999 and
1998, the Company has only one reportable operating segment.

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, 1999, 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. Currently, the Company does
not have any instruments that would qualify as derivatives under FAS 133.
Accordingly, the Company does not believe that FAS 133 would have a material
impact on its current financial position or results of operations.

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.



                                      F-14
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
             Notes to Consolidated Financial Statements (continued)


3 - Tunisian Operations

Le Palace Hotel & Resort

During fiscal 1997, NuOasis exchanged 600,000 shares of common stock of The
Hartcourt Companies Inc., valued at approximately $862,000 based on a national
quotation system, for a 50% equity ownership in CWI. CWI is the lessee of the Le
Palace Hotel & Resort surrounding the Cap Gammarth Casino (see Note 8 for
discussion of this lease).

On June 1, 1998, CWI acquired certain interests from CPL for $13 million in
notes payable. The assets acquired consisted of an equity interest of 9% in
SALT, with a carrying value of $3.1 million, the leasehold interest in the Cap
Gammarth Casino, with a carrying value of approximately $424,000, and a
receivable from the Societe Loisirs Club Hammamet ("Club Hammamet") with a face
value of $1.9 million. Since the historical carrying value of the assets
acquired of $5.4 million have been reported in these consolidated financial
statements for the periods presented, the purchase price of $13 million was
deemed a constructive dividend to this related party as reflected in the
accompanying consolidated statements of shareholders' equity (deficit) during
the year ended June 30, 1998, since the companies were under common control at
the date of acquisition.

In connection with a letter agreement dated April 26, 1998, effective June 1,
1998, NuOasis recapitalized, and increased its interest to 60% equity ownership
in CWI with $10 million of notes due from Resorts (Note 9), marketable
securities consisting of 2,000,000 shares of Resorts valued at $254,000 and
280,000 shares of common stock of The Hartcourt Companies, Inc. valued at
$403,000 (Note 4); a Put/Option Agreement between Resorts and J. Monterosso
dated August 22, 1997 with no carrying value and a face value of $715,000 and a
promissory note dated August 22, 1997 with no carrying value, and a balance due
of $1,135,000 at the date of recapitalization. The debtor of these notes is in
bankruptcy; therefore the ultimate collection of amounts due the Company is
uncertain. The aggregate historical value of these assets, including the notes
of $10 million, was approximately $10.7 million at the date of transfer as
reflected in the accompanying consolidated statements of stockholders' equity
(deficit) for the year ended June 30, 1998.

In connection with the reorganization of CPRC (see below), the Company
effectively increased its ownership interest to 80% in CWI through the purchase
of an additional equity interest from an individual affiliated with the Company
and existing shareholder of CPRC. No value was attributed to this transaction
since CWI had no significant net assets.

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. Then CPRC acquired the remaining
CPL assets for 946,875 shares and a $3 million note due from Resorts, then
acquired an 80% interest in CWI and 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


                                      F-15
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
             Notes to Consolidated Financial Statements (continued)


from Resorts and its rights to the SALT Casino Lease. As a result, CPRC owns an
80% interest in CWI, a 90% interest in CCGL, a 100% interest in Club Hammamet
and a 9% equity interest in SALT. In addition, the restructuring of CPRC
satisfied the $13 million of notes due CPL by CWI, recapitalized the Company by
$10 million, and reduced a portion of its notes receivable from Resorts by $3
million.

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 1999
and 1998, the Company incurred reimbursable expenses amounting to approximately
$199,000 and $985,000, respectively. At June 30, 1999, the Company had a
receivable from the Lessor amounting to $1,184,000. Refer to the arbitration
settlement reached with the Lessor regarding lease payments and costs incurred
by the Company in Note 8. Management believes that amounts receivable from the
Lessor will be subject to right of offset when the judgement becomes due.
Accordingly, no provision for loss has been reflected against amounts due from
STTG.

Cleopatra Cap Gammarth Casino

Cleopatra is the lessee of a 200,000 square foot casino and Las Vegas-style
showroom presently under construction (the "Cap Gammarth Casino"), and
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 been recorded in these consolidated financial statements as a
result of this potential gain contingency.

Hammamet Casino

In October 1994, Cleopatra entered into an agreement with Club Hammamet to lease
and operate a 60,000 square foot casino 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.




                                      F-16
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
             Notes to Consolidated Financial Statements (continued)


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 Resorts 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 provision for loss of $803,000 in fiscal 1999. At June 30, 1999, the
Company had a receivable from NuOasis totaling $264,000.

The Company has the following marketable securities as of June 30, 1999:


      Investee              Shares           Market Value         Cost
NuOasis Resorts Inc.      5,250,000       $       241,500     $  604,000

The Hartcourt
Companies, Inc.             138,128               103,500        198,000
Totals                  $   345,000       $       802,000

Subsequent to June 30, 1999, the Company sold 138,128 shares of Hartcourt for
$199,000 and the amounts are currently held by NuOasis in a securities account
on behalf of the Company. Such amounts will be remitted to the Company upon the
establishment of an account for CWI.

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. Substantial expenditures would have to be made to the
property improvements in order for the property to be operative in its current
state.

OIHC entered into a real estate purchase agreement dated April 9, 1998, as
amended, with Oasis III. In connection therewith, the agreement called for a
purchase price of $5,000,000, consisting of shares of the Company's common stock
valued at $1,000,000, the assumption of $550,000 First Trust Deed Note Payable
and the issuance of a note payable to OIHC totaling $3,450,000 (see Note 7).
Oasis closed escrow on the property on or about May 7, 1998.

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 costs subsequent to October 19, 1998, have been expensed as
incurred.


                                      F-17
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
             Notes to Consolidated Financial Statements (continued)


6 - Lease deposit

The Company is required to maintain a lease deposit totaling $3 million for the
benefit of the leaseholders 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. In February 2000, the Company issued 2.75 million shares of
its common stock to provide additional security under the lease arrangement.
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 10.9% per annum) of
$5,000 per month. The note amounting to $550,000, outstanding at June 30, 1999,
was extended and is currently due on demand. Total interest expense included in
operations in connection with this note in fiscal 1999 was $45,000.

The Company also assumed a Second Deed of Trust note payable in the amount of
$3.425 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, OIHC has not notified the Company of any intent to foreclose on the
loan. 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, 1999, was $3.4 million. Total interest expense in fiscal 1999 was
$305,792 related to this note agreement.

Future annual minimum principal payments of notes payable are as follows:


        Year Ending
          June 30                Amounts Due
           2000                  $   601,223
           2001                       28,201
           2002                       30,846
           2003                       33,740
           2004                       36,905
        Thereafter                 3,219,085
                                 $ 3,950,000



                                      F-18
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
             Notes to Consolidated Financial Statements (continued)


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
range from 14 to 20 years (also see Note 3). The Company has not begun
operations at the 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
June 2000. Future annual minimum lease payments by these entities in each of the
next five years and thereafter are as follows:

                                        Amounts Due
                       Cap
    Year Ending      Gammarth      Le Palace
      June 30         Casino         Hotel        Total
       2000       $  3,000,000   $ 7,138,146   $ 10,138,146
       2001          3,000,000     4,007,150      7,007,150
       2002          3,300,000     4,287,650      7,587,650
       2003          3,600,000     4,587,785      8,187,785
       2004          3,900,000     4,908,930      8,808,930
    Thereafter      74,700,000    52,872,889    127,572,889
                  $ 91,500,000  $ 77,802,550   $169,302,550

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 rental 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, 1999 and 1998 was $2.5 million and $2.0 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, 1999, 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,
1999, the Company owed STTG approximately $3.4 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, 1999, management of the
Company is not aware of any claims that will have a material impact on the
Company's business, financial condition or results of operations which are not
reflected in the accompanying consolidated financial statements.



                                      F-19
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
             Notes to Consolidated Financial Statements (continued)


9 - Stockholders' Deficit

Capital Structure

On April 8, 1998, the shareholders approved among other matters a one for 100
reverse split of the Company's common stock, par value $0.10, and to amend the
Articles of Incorporation to increase the number of authorized shares from
5,000,000 to 25,000,000. All share and per share amounts have been restated to
reflect this reverse stock split for all periods presented. Effective October
19, 1998, the Company increased its authorized capital stock from 25,000,000
shares of $0.10 par value common stock to 75,000,000 shares of $0.001 par value
common stock and 25,000,000 shares of $0.001 par value preferred stock. Each
share of the Company was exchanged for one (1) share in the new corporation. All
share amounts have 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. All share and per share amounts have been restated to reflect this
reverse stock split for all periods presented.

Common Stock

In connection with the recapitalization on June 1, 1998, the Company received
contributions from NuOasis of $10,000,000 of notes receivable from Resorts and
$657,000 in marketable securities. Immediately thereafter, in order to meet the
lease deposit requirements of the Le Palace Hotel, the Company received 200,000
shares of the Company's common stock held by NuOasis, valued at $1 million, in
exchange for a reduction of $1 million in notes receivable from Resorts. See
Note 3 and below for further discussion.

As discussed in Note 3, the Company acquired certain assets and liabilities from
CPL which were part of the control group, and included in the assets and
liabilities, as well as the operations of the net assets acquired for all
periods presented (see basis of presentation). Accordingly, the $13 million in
notes issued to CPL for such assets, is treated as a constructive dividend in
the accompanying consolidated statement of stockholders' equity (deficit) for
the year ended June 30, 1998.

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.

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 on July 1, 1997, with the 1,627,255 shares held by the Oasis
shareholders reflected as consideration. NuOasis shareholders were issued
1,363,450 share 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 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.



                                      F-20
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
             Notes to Consolidated Financial Statements (continued)


On November 15, 1999, the Company issued 8,111,240 share of the Company's 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.

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
outstanding and exercisable. Such options and warrants expire from July 1, 2001
to July 1, 2003. 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).

Notes Receivable From Resorts

On July 1, 1998, in connection with the recapitalization of the Company by
NuOasis (see Note 3), the Company received a contribution of notes receivable
from Resorts in the amount of $10,000,000. 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. A provision will be included in the
accompanying consolidated financial statements in the event the notes become
uncollectible. Management of Resorts intends to satisfy these notes with in-kind
consideration.

10 - Related Party Transactions

On May 30, 1998, the Company issued 200,000 shares of its common stock in
exchange for 3,250,000 shares of Resorts, classified as marketable securities.
The fair value of the NuOasis shares of common stock were valued at $350,000,
based on the closing bid price of such shares at the date of issuance. The
effects of this transaction were reflected prior to the reverse merger on
October 19, 1998.

On May 30, 1998, the Company granted NuOasis an option to purchase up to 50,000
shares of its common stock at $.50 per share. The term of the option is through
July 1, 2001, and allows the holder to adjust the number of options to an amount
that allows NuOasis to maintain the greater of its percentage ownership in the
Company or 19.5%. The shares under option were increased to 200,000 shares as a
result of this anti- dilution provision of this agreement. In addition, the
Company approved the appointment of a director to the Company's board of
directors. Using the Black-Scholes model, the Company valued these warrants at
$4.56 per share, or $910,000 and were charged to operations prior to the
acquisition of Oasis on October 19, 1998, and not to the operations herein.

Advisory Agreement

On July 18, 1998, the Company entered into an advisory agreement with NuVen
through April 1, 1999. In connection therewith, the Company issued warrants to
purchase 70,000 shares of common stock at $30.00 per share. The estimated fair
value of these warrants using the Black-Scholes model was determined to be $3.25
per share or approximately $227,500 of which approximately $130,000 was charged
to operations from the acquisition of Oasis on October 19, 1998 to June 30,
1999. The options expire on July 1, 2001. No other remuneration was granted to
NuVen in connection with this advisory agreement.


                                      F-21
<PAGE>

                        OASIS RESORTS INTERNATIONAL, INC.
                        (Formerly Flexweight Corporation)
             Notes to Consolidated Financial Statements (continued)

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.

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


                                      F-22