To All, Who owned the Tunisian entities prior to the deal? Who owns them now? According to the attached filing, NuOasis International did not own them, so how could they sell them?
NuOASIS RESORTS INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 1998 (Unaudited)
Note 5. Subsequent Events
During the fourth quarter of Fiscal 1998, the Company entered into agreements
with its subsidiaries - Cleopatra's World, Cleopatra Palace and NuOasis
International - to reposition its international gaming and hotel management
activities along the lines of its two themes - "Cleopatra" and "NuOasis".
In April 1998, Cleopatra Palace transferred certain of its interests to
Cleopatra's World for $13 million in promissory notes. In May 1998, pursuant to
an agreement with Cleopatra Palace, the Company agreed to accept the transfer of
the account receivable due to Cleopatra Palace from Cleopatra Hammamet Limited
("Cleopatra Hammamet") in the principle amount of $1,217,062 and securities
owned by Cleopatra Palace in full satisfaction of the $1,501,722 owed to the
Company by Cleopatra Palace. In June 1998, pursuant to an agreement with
Cleopatra's World, the Company agreed to provide additional working capital in
consideration for an increase in its equity in Cleopatra's World to 60% from 50%
and the Company assigned to Cleopatra's World the Monterosso Note, the Put and
ten (10) negotiable Promissory Notes, each in the principal amount of
$1,000,000.
In connection with the Company's agreement with Cleopatra's World, pursuant to
an agreement with NuOasis International, the Company assigned to NuOasis
International its interest in the Cleopatra Hammamet receivable and NuOasis/GRPV
Note in exchange for NuOasis International providing Cleopatra's World with
2,000,000 shares of the Company's stock.
As a result of these transactions the interests in the Tunisian entities and
Cleopatra's World are owned directly by Resorts, and NuOasis International's
sole asset consists of its 'NuOasis Resort & Casino' theme and its development
stage investments in certain Caribbean projects yet to be acquired.
Also, in June 1998, the Company adopted resolutions to make a distribution of
its equity interest ("Spinoff"), in certain subsidiaries, including Fantastic
Foods, NuOasis Properties, CMA, ACI, NuOasis Laughlin, and NuOasis Las Vegas.
The Company entered into a Distribution Agreement and prepared a Form 10-SB
Registration Statement on each of the subsidiaries in the Spinoff which will be
filed with the Securities and Exchange Commission at some time following the
close of fiscal 1998. In regard to the Spinoffs, the Company is currently
seeking potential underwriters and market makers to secure market makers for the
shares of each of the subsidiaries and underwriters to effect a private
placement of the shares of each such subsidiary to raise working capital for
each entity following the Spinoffs.
On June 14,1998, together with the holder of the Company's Series D Convertible
Preferred Stock, the Company agreed to extend for two (2) years the expiration
of the rights of the Series D Preferred holders(s) right to convert such
preferred stock into shares of the Company's common stock.
Can anyone explain this? How about telling us what is going on Fred!
Ted
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