Oasis Resorts International Inc/NV – ‘DEF 14C’ for 1/24/01

On:  Wednesday, 2/21/01, at 5:05pm ET   ·   For:  1/24/01   ·   Accession #:  788738-1-26   ·   File #:  0-09476

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Definitive Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Schedule 14C Information                               7     29K 

DEF 14C
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14C INFORMATION

CURRENT REPORT

 PURSUANT TO SECTION 14(C)
of the
 SECURITIES EXCHANGE ACT OF 1934

Date of Report: January 24, 2001

 OASIS RESORTS INTERNATIONAL, INC.
 -----------------------------------
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

67421N 30 7                                   48-0680109            
-----------                                    ----------           
 (CUSIP Number)                   (IRS Employer Identification Number)

 3753 Howard Hughes Parkway, Suite 200
 Las Vegas, Nevada 89109
(Address of principal executive offices)

(702) 892-3742
(Registrant's telephone number, including area code)

 We Are Not Asking You For a Proxy
 AND
You Are Requested Not to Send Us A Proxy

Check the appropriate box:                                                      

[ ]  Preliminary Information Statement                                

  [ ]  Confidential,  for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)                                                 

[X]  Definitive Information Statement                                 

Payment of Filing Fee (Check the appropriate box):                              

[ ]  No fee required.                                                 

     [ ]  Fee  computed on table below  per Exchange  Act Rules  14(c)-5(g)  and
0-11.                                                       

        1)   Title of each class of securities to which transaction applies:
     2)   Aggregate number of securities to which transaction applies:
          3)   Per unit price or other underlying value of transaction  computed
pursuant to Exchange Act Rule 0-11:               

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4)   Proposed maximum aggregate value of transaction:       

5)   Total fee paid: $125.00                                

[X]  Fee paid previously with preliminary materials.                  

     [ ]  Check  box if any part of  the fee is offset as  provided  by Exchange
          Act Rule  0-11(a)(2)  and identify the filing for which the offsetting
          fee was paid previously.  Identify the previous filing by registration
          statement  number, or the Form or Schedule and the date of its filing.
          1) Amount  Previously Paid: 2) Form,  Schedule or Registration No.: 3)
Filing Party: 4) Date Filed                                 

--------------------------------------------------------------------------------

 OASIS RESORTS INTERNATIONAL, INC.
 3753 Howard Hughes Parkway, Suite 200
 Las Vegas, Nevada 89109

Notice of Proposed Action by Written Consent
of a
Majority of the Outstanding Common Stock
 to be taken on or about March 19, 2001.

To the Stockholders of Oasis Resorts International, Inc.                        

Notice is hereby  given that by Written  Consent by the holders of a majority of
the  outstanding  common  stock  of  Oasis  Resorts  International,   Inc.  (the
"Company")  it has been  proposed that the Company carry out a one (1) for sixty
(60) reverse split of its outstanding shares of common stock.                   

Only  stockholders  of record at the close of business on February 20, 2001 will
be given Notice of the Action by Written Consent.  The Company is not soliciting
proxies.                                                                        

                                          By Order of the Board of Directors

                         /s/ Jon L. Lawver
                                Secretary of the Company

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 OASIS RESORTS INTERNATIONAL, INC.
 3753 Howard Hughes Parkway, Suite 200
 Las Vegas, Nevada 89109
Telephone (702) 892-3742

 INFORMATION STATEMENT

ACTION BY A MAJORITY OF STOCKHOLDERS

This  Information  Statement  is furnished to all holders of the $.001 par value
common stock of the Company (the "Common  Stock"),  in connection  with proposed
action by holders of a majority of the issued and  outstanding  shares of Common
Stock of Oasis Resorts International, Inc., a Nevada corporation (the "Company")
to carry out a one (1) for sixty (60) reverse split (the "Reverse Split") of the
outstanding  $0.001  par  value  common  stock of the  Company.  This  action is
proposed to occur on or about March 19,  2001.  This  Information  Statement  is
first being mailed to stockholders of record on or about February 25, 2001.     

Only  stockholders  of record at the close of business on February  20, 2001 are
entitled  to notice of the  action  to be  taken.  There  will be no vote on the
matter by the  shareholders  of the Company  because the proposed action will be
accomplished  by the written  consent of a majority of the  shareholders  of the
Company as allowed by Section 78-320 of the Nevada Revised Statutes.            

The  Company's  Board of  Directors  and holders of a majority of the issued and
outstanding  shares of the Company's  $0.001 par value common stock have adopted
resolutions  approving the one (1) for sixty (60) reverse split of the Company's
$0.001 par value common stock (the "Common Stock").                             

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
 SEND US A PROXY

SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE
PERCENT STOCKHOLDERS

The following table sets forth certain  information  concerning the ownership of
the  Company's  Common Stock as of January 31,  2001,  with respect to: (i) each
person known to the Company to be the beneficial owner of more than five percent
(5%) of the Company's Common Stock; (ii) all directors;  and (iii) directors and
executive  officers  of the  Company  as a group.  The  notes  accompanying  the
information in the table below are necessary for a complete understanding of the
figures provided below. As of January 31, 2001, there were 17,772,762  shares of
Common Stock issued and outstanding.                                            

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                                                                [Download Table]


TITLE OF            NAME AND ADDRESS OF                    AMOUNT      PERCENT 
CLASS               BENEFICIAL OWNER                       AND         OF CLASS
                                                           NATURE OF           
                                                           BENEFICIAL          
                                                           OWNERSHIP           
                                                                               
Common Stock        Walter Sanders                         300,000     1.6%    
($0.001 par value)  P.O. Box 2329                                              
                    West Wendover, NV 89883                                    

Common Stock        Charles Longson                        0           0%      
($0.001 par value)  P.O. Box 2329                                              
                    West Wendover, NV 89883                                    

Common Stock        Jon Lawver                             0           0%      
($0.001 par value)  4695 MacArthur Court, Suite 1450                           
                    Newport Beach, CA 92660                                    

Common Stock        Richard Weed                           0           0%      
($0.001 par value)  4695 MacArthur Court, Suite 1450                           
                    Newport Beach, CA 92660                                    

Common Stock        Leonard Roman                          0           0%      
($0.001 par value)  4695 MacArthur Court, Suite 1450                           
                    Newport Beach, CA 92660                                    

Common Stock        All Officers and Directors as a Group  300,000     1.6%    
($0.001 par value)                                                             

Common Stock        NuOasis International, Inc.            8,144,148   45.8%   
($0.001 par value)  43 Elizabeth Avenue, Box N-8680                            
                    Nassau, Bahamas                                            

DECREASE OF ISSUED AND OUTSTANDING SHARES AS A RESULT OF REVERSE
 STOCK SPLIT (the "Reverse Split")

By  consent of  persons  holding a  majority  in excess of 50% of the issued and
outstanding  shares of the Company's  Common Stock, as allowed by Section 78-320
of the Nevada Revised Statutes, the Reverse Split will be effected.             

Effective  December 28, 2000, the Board of Directors approved the Reverse Split.
Shareholders  of Oasis Resorts  International,  Inc.  common stock are not being
requested to consider and approve the reverse split at a  shareholder's  meeting
and will not vote on the  proposal  because it has  already  been  approved by a
majority  of the Oasis  shareholders  pursuant  to Section  78-320 of the Nevada
Revised  Statutes  which  allows for  shareholder  action  without  notice and a
meeting.  We have  summarized the material terms of the reverse split below.  No
vote of holders of outstanding shares of the Company's                          

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common  stock,  other than those  majority  shareholders  who have  approved the
proposed action, is necessary for approval of the reverse split.                

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
 SEND US A PROXY

NO CHANGE IN BUSINESS OR PHYSICAL LOCATION

The Reverse  Split will effect a change in the number of issued and  outstanding
shares of the Company's Common Stock. However, the reverse split will not result
in any change in our business,  management,  location of our principal executive
offices,  assets,  liabilities or net worth (other than as a result of the costs
incident to the Reverse Split, which are immaterial). Our management,  including
all directors and officers, will remain the same after the Reverse Split.       

Upon the  effective  date of the  Reverse  Split,  each sixty (60) shares of the
Company's  issued and outstanding  Common Stock will  automatically be converted
into one (1) fully paid and  nonassessable  share of the Company's Common Stock.
Fractional shares will be rounded upward. The Company intends to issue new stock
certificates  to  shareholders  of record upon the effective date of the Reverse
Split.(1)                                                                       

Shareholders need not exchange their existing stock certificates. However, after
the effective date of the Reverse  Split,  any  shareholders  desiring new stock
certificates may submit their existing stock certificates to Interwest Transfer,
1981 East  Murray-Holladay  Road,  Salt Lake City,  Utah  84117,  the  Company's
transfer agent, for cancellation, and obtain new certificates.                  

DESCRIPTION OF CAPITAL STOCK AND VOTING RIGHTS

The Company's  authorized capital consists of seventy-five  million (75,000,000)
shares of Common Stock and twenty-five million (25,000,000) shares of $0.001 par
value Preferred  Stock.  As of January 31, 2001 there were 17,772,762  shares of
Common Stock  outstanding  and no shares of  Preferred  Stock  outstanding.  The
holders of Common  Stock are  entitled  to vote on all  matters to come before a
vote of the shareholders of the Company. The effect of the Reverse Split will be
to decrease the number of issued and outstanding  shares of the Company's Common
Stock from 17,772,762 to approximately 296,213 shares.                          

--------                                                                        

     (1)Since the Company  intends to round up any fractional  shares created by
the Reverse Split,  persons owning less than 60 shares will receive 1 share, and
persons  owning odd numbers of shares will have any fractional  share  resulting
from the Reverse Split rounded to the next higher whole number.                 

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Transfer Agent                                                                  

The transfer agent for the Company's Common Stock is Interwest Transfer Company,
1981 East Murray Holladay Road, Salt Lake City, Utah 84117.                     

 INCORPORATION BY REFERENCE OF CERTAIN FINANCIAL INFORMATION

The  following  portions of the  Company's  Annual Report on Form 10-KSB for the
fiscal year ended June 30, 2000 are incorporated  herein by reference:  "Item 1.
Business," "Item 5. Market Information for Common Equity and Related Shareholder
Matters," and "Item 7.  Financial  Statements."'  The following  portions of the
Company's  Quarterly  Report on Form 10-QSB for the period ended  September  30,
2000 are also  incorporated  herein by  reference:  "Part I.  Item 1:  Financial
Statements"  and  "Part I.  Item 2:  Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations."'  Copies of these documents are
available  without charge to any person,  including any beneficial holder of the
Company's  Common Stock to whom this  Information  Statement was  delivered,  on
written or oral request to Oasis Resorts International,  Inc. 3753 Howard Hughes
Parkway,  Suite 200, Law Vegas, Nevada 89109,  Attention:  Secretary  (telephone
number:  (702) 892- 3742. Any statement contained in a document all or a portion
of which is incorporated  by reference  herein shall be deemed to be modified or
superseded  for  purposes  of this  Information  Statement  to the extent that a
statement contained herein or in any subsequently filed document that also is or
is deemed to be  incorporated  by reference  herein  modifies or supersedes such
statement.  Any such statement so modified or superseded  shall not be deemed to
constitute  a part  of this  Information  Statement  except  as so  modified  or
superseded.                                                                     

The Company  currently has  75,000,000  authorized  shares of Common Stock,  par
value $0.001 per share, of which  17,772,762  shares were outstanding on January
31,  2001.  The Company  also  currently  has  25,000,000  authorized  shares of
Preferred Stock, par value $0.001 per share, of which no shares were outstanding
on January 31, 2001.                                                            

 INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE
ACTED UPON

No person  who has been a director  or officer of the  Company at any time since
the beginning of the last fiscal year, nominee for election as a director of the
Company,  nor associate of the foregoing  persons has any substantial  interest,
direct or indirect,  in the reverse split of the Company's  shares which differs
from that of other  shareholders  of the  Company.  No  director  of the Company
opposes  the  proposed  action of  effecting  a reverse  split of the  Company's
shares.                                                                         

 10-KSB AND 10-QSB REPORTS

THE COMPANY WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES WITH           
A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE FINANCIAL             

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STATEMENTS AND SCHEDULES  THERETO,  REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE  COMMISSION  FOR THE COMPANY'S  MOST RECENT  FISCAL YEAR,  AND ITS MOST
RECENT QUARTERLY REPORT ON FORM 10-QSB,  INCLUDING THE FINANCIAL  STATEMENTS AND
SCHEDULES  THERETO,  REQUIRED  TO BE FILED  WITH  THE  SECURITIES  AND  EXCHANGE
COMMISSION FOR THE COMPANY'S MOST RECENT QUARTER,  WITHOUT CHARGE,  UPON RECEIPT
OF A WRITTEN REQUEST FROM SUCH PERSON.  SUCH REQUEST SHOULD BE DIRECTED TO CHIEF
FINANCIAL  OFFICER,  OASIS  RESORTS  INTERNATIONAL,  INC.,  3753  HOWARD  HUGHES
PARKWAY, SUITE 200, LAS VEGAS, NEVADA 89109.                                    

Dated: February 20, 2001                                                        

                                      By Order of the Board of Directors

                     /s/ Jon L. Lawver
                                      ----------------------------------
                            Secretary of the Company

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14C’ Filing		Date		First		Last			Other Filings
		3/19/01		2		3
		2/25/01		3
Filed on:		2/21/01
		2/20/01		2		7			10QSB
		1/31/01		3		6
For Period End:		1/24/01		1					PRE 14C
		12/28/00		4
		9/30/00		6					10QSB,  10QSB/A,  NT 10-Q
		6/30/00		6					10KSB,  NT 10-K
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