FORM 8-K


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


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934

Date of Report (Date of earliest event reported):        December 24, 1996


                              NuOasis Gaming, Inc.
             (Exact name of registrant as specified in its charter.)


                                    Delaware
                    (State of incorporation or organization)


     33-73240                                          95-4176781
-------------------------------------------------------------------------------
(Commission File Number)                (I.R.S. Employee Identification No.)

2 Park Plaza, Suite 470, Irvine, California                         92614
-------------------------------------------------------------------------------
  (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:     (714) 833-5382

          (Former name or former address, if changed since last report)
                                      N/A

                                                          Total number of pages:

                                                            [NUOGAM\8K\NPC.8K]-7


<PAGE>



Item 1.  Changes in Control of Registrant

                  N/A


Item 2.  Acquisition or Disposition of Assets

                  Pursuant to a Stock Purchase Agreement dated December 19, 1996
with the shareholders of National Pools  Corporation("NPC")  (the  "Agreement"),
the Registrant acquired 33,457,689 shares of NPC representing 100% of the issued
and outstanding shares of NPC.

                  The  transaction  closed on December  24, 1996  whereupon  the
Registrant  issued a series of  Convertible  Promissory  Notes in the  aggregate
amount of  approximately  $1,200,000  and  agreed to issue  1,000,000  shares of
common stock to the  shareholders  of NPC when there are  sufficient  authorized
shares available for issuance.

                  The terms and conditions of the agreement were determined as a
result of arms length negotiations between unrelated parties.


Item 3.  Bankruptcy or Receivership

                  N/A


Item 4.  Changes in Registrant's Certifying Accountant

                  N/A


Item 5.  Other Events

                  N/A


Item 6.  Change in Registrant's Directors

                  On November 25, 1996 the Board  elected  Joseph  Monterosso to
fill one of the vacancies on the Board of Directors.

                                                            [NUOGAM\8K\NPC.8K]-7

                                                         2

<PAGE>



Item 7.  Financial Statements and Exhibits

          (a)       Financial Statements

                    The  audited   financial   statements   of  National   Pools
          Corporation  together with a manually signed  accountant's  report for
          the  period  ending  June  30,  1996,  and  the  unaudited   financial
          statements for the quarter  ending  September 30, 1996 are filed as an
          exhibit in this Current Report.

          (b)       Proforma Financial Statements

                    The following are attached hereto:

                    1.        Pro Forma  Consolidated  Balance Sheets as of June
                              30, 1996

                    2.        Pro Forma Consolidated Statement of Operations for
                              the year ended June 30, 1996.

                    3.        Pro Forma Consolidated Statement of Operations for
                              the three months ended September 30, 1996.

          (c)       Exhibits

                    1.        Stock Purchase Agreement dated December 19, 1996.

                    2.        Audited  Financial  Statements  of National  Pools
                              Corporation  as of December 31, 1995,  and for the
                              year   then   ended,   and   Unaudited   Financial
                              Statements  of National  Pools  Corporation  as of
                              September  30,  1996  and for the  three  and nine
                              months then ended.

                    3.        Director Acceptance letter by Joseph Monterosso.


Item 8.  Change in Registrant's Fiscal Year

                  N/A

                                                            [NUOGAM\8K\NPC.8K]-7

                                                         3

<PAGE>



                                    SIGNATURE

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                        NuOasis Gaming Inc.
                                        (Registrant)



Dated: January 13, 1997                 By:  /s/  Joseph Monterosso
                                             ----------------------------------
                                                  Joseph Monterosso,
                                                  President and Director

                                                            [NUOGAM\8K\NPC.8K]-7

                                                         4

<PAGE>



                              NUOASIS GAMING, INC.
                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
                          AND STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                 To Reflect the
                                 Acquisition of
                           National Pools Corporation



The following unaudited pro forma consolidated balance sheet as of September 30,
1996 and the unaudited pro forma  consolidated  statement of operations  for the
three months ended September 30, 1996, give effect to the acquisition of all the
outstanding  shares of National  Pools  Corporation,  ("NPC") by NuOasis  Gaming
Inc.,  ("NuOasis")  which  acquisition  was completed on December 24, 1996,  and
other  related  transactions  which  are  expected  to occur in the near  future
(collectively,  the  "Transaction").  The pro forma consolidated  information is
based on the  historical  financial  statements  of  NuOasis  Gaming and NPC and
includes the effect of the  acquisition  under the purchase method of accounting
and the assumptions and adjustments set forth in the  accompanying  notes to the
pro forma consolidated financial statements.  The pro forma consolidated balance
sheet  presents the financial  position of NuOasis  Gaming as if it had acquired
NPC as of September 30, 1996. The pro forma consolidated statement of operations
presents the result of operations of NuOasis Gaming as if it had acquired NPC as
of July 1, 1995.

The unaudited pro forma consolidated  balance sheet as of September 30, 1996 and
the unaudited pro forma consolidated  statement of operations for the year ended
June 30,  1996 and for the three  months  ended  September  30,  1996 may not be
indicative  of the results  which may be obtained in the future or that actually
would  have  occurred  if the  Transaction  closed  on  July  1,  1995,  and the
combination had been in effect on the dates indicated. These unaudited pro forma
consolidated financial statements should be read in conjunction with the NuOasis
Gaming audited  financial  statements and notes included in its Annual Report on
Form  10-KSB for the fiscal  year ended  June 30,  1996,  and the NPC's  audited
financial statements and notes contained elsewhere herein.

                                                            [NUOGAM\8K\NPC.8K]-7

                                                         5

<PAGE>

<TABLE>
<CAPTION>


                              NUOASIS GAMING, INC.
                      PRO FORMA CONSOLIDATED BALANCE SHEETS
                            As of September 30, 1996
                                   (Unaudited)

                                                                                    Pro Forma                      Pro Forma
                                              NuOasis              NPC             Adjustments                     Totals
                                        -----------------  -----------------  -------------------------       -----------------
ASSETS
<S>                                     <C>                <C>                <C>                             <C>

  Cash                                  $           2,022  $          15,211  $       3,000,000  (B)(E)       $       3,017,233
  Employee Advances                                     -             30,939                  -                          30,939
  Fixed Assets, Net                                     -             49,642                  -                          49,642
  Intangibles, Net                                      -             54,912                  -  (A)(D)                  54,912
  Investment in NPC                                     -                  -                  -  (A)(B)                       -
  Other Assets                                          -              6,573                  -                           6,573
                                        ------------------ ------------------ -------------------------       -----------------
   Total Assets                         $           2,022  $         157,277  $       3,000,000               $       3,159,299
                                         ================= ================== =========================       =================
LIABILITIES &
 STOCKHOLDERS' DEFICIT
  Current Liabilities                   $          79,436  $       1,081,320  $               -               $       1,160,756
  Due to Affiliates                               760,198                  -          1,540,415  (B)(E)               2,300,613
  Notes Payable                                         -            929,180           1,325,000 (A)                  2,254,180
                                        ------------------ ------------------ -------------------             -----------------
   Total Liabilities                              839,634          2,010,500          2,865,415                       5,715,549
Stockholders' Deficit
 Preferred Stock Series B                         501,700                  -                  -  (A)                    501,700
 Common Stock                                     300,000            991,764           (991,764) (A)                    300,000
 Stockholders' Receivable                      (1,326,613)                 -          1,368,000  (A)(B)                  41,387
 Additional Paid in Capital                    12,376,196                  -        (12,186,132) (A)                    190,064
 Accumulated Deficit                          (12,688,895)        (2,844,987)        11,944,481  (A)(B)(C)(D)        (3,589,401)
                                        ------------------ ------------------ ------------------              ------------------

 Total Stockholders' Deficit                     (837,612)        (1,853,223)           134,585                      (2,556,250)
                                        ------------------ ------------------ ------------------              ------------------
Total Liabilities and
  Stockholders' Equity                  $           2,022  $         157,277  $       3,000,000               $       3,159,299
                                        ================== ================== ==================              ==================

</TABLE>

     See Accompanying Notes to Pro Forma Consolidated Financial Statements.

                                                            [NUOGAM\8K\NPC.8K]-7

                                                         6

<PAGE>

<TABLE>
<CAPTION>


                              NUOASIS GAMING, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                        For the Year Ended June 30, 1996
                                   (Unaudited)

                                                                                   Pro Forma                      Pro Forma
                                                 NuOasis            NPC           Adjustments                      Totals
-----------------------------------         ---------------   --------------  ------------------             -----------------
<S>                                         <C>               <C>             <C>                            <C>

Operating Expenses                          $     1,087,987   $      406,524  $               -              $       1,494,511
 Write-off Goodwill                                       -                -            835,999  (A)(D)                835,999
 Research & Development                                   -          195,762                  -                        195,762
                                            ----------------  --------------- ------------------             -----------------
   Total operating expenses                       1,087,987          602,286            835,999                      2,526,272
 Interest Expense                                         -          227,095             96,000  (C)                   323,095
 Loss on Disposal of Asset                                -           12,684             91,585  (B)                   104,269
                                            ----------------  --------------- ------------------             -----------------
   Net income before extraordinary
     item                                        (1,087,987)        (842,065)        (1,023,584)                    (2,953,636)
 Extraordinary item
         Extinguishment of Debt
         Benefit                                          -          384,860                   -                       384,860
                                            ----------------  --------------- ------------------             -----------------
    Net Income                              $    (1,087,987)  $     (457,205) $      (1,023,584)             $      (2,568,776)
                                            ================  =============== ==================             ==================
Pro forma net loss per share                $          (.04)  $          N/A  $             N/A              $            (.09)  (F)
                                            ================  =============== =================              ==================
Pro forma weighted-average common
         shares outstanding                      28,301,697              N/A                N/A                     28,301,697   (F)
                                            ================  =============== =================              =================

</TABLE>

     See Accompanying Notes to Pro Forma Consolidated Financial Statements.

                                                            [NUOGAM\8K\NPC.8K]-7

                                                             7

<PAGE>

<TABLE>
<CAPTION>

                              NUOASIS GAMING, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                  For the Three Months Ended September 30, 1996
                                   (Unaudited)

                                                                              Pro Forma                 Pro Forma
                                           NuOasis             NPC           Adjustments                 Totals
                                      ----------------- ----------------  ----------------          ---------------
<S>                                   <C>               <C>               <C>                       <C>

  Operating Expenses                  $        189,067  $        136,788  $             -           $       325,855
  Write-off Goodwill                                 -                 -                -                         -
  Research & Development                             -             5,178                -                     5,178
                                      ----------------- ----------------- ----------------          ---------------
    Total operating expenses                   189,067           141,966                -                   331,033
  Interest Expense                                  -             32,238           24,000   (C)              56,238
                                      ----------------- ----------------- ----------------          ---------------
     Net Income                       $       (189,067) $       (174,204) $       (24,000)          $      (387,271)
                                      ================= ================= ================          ================
  Pro forma net loss per share        $           (.01) $            N/A  $           N/A           $          (.01)  (F)
                                      ================= ================  ================          ================
  Pro forma weighted-average
     common shares outstanding               30,000,000               N/A             N/A                30,000,000   (F)
                                      ================= ================= ================          ================

</TABLE>

     See Accompanying Notes to Pro Forma Consolidated Financial Statements.

                                                            [NUOGAM\8K\NPC.8K]-7

                                                         8

<PAGE>


                              NUOASIS GAMING, INC.
                     Notes to Pro Forma Financial Statements
                                   (Unaudited)

Note 1.            Basis of Presentation

The unaudited pro forma consolidated  balance sheet as of September 30, 1996 and
the  unaudited  pro forma  consolidated  statement of  operations  for the three
months ended  September 30, 1996 of NuOasis  reflect the  acquisition of NPC and
the unaudited pro forma  consolidated  financial  statements  and  operations of
NuOasis as if it had acquired NPC as of July 1, 1995.

These unaudited pro forma consolidated financial statements do not purport to be
indicative  of the results  that  actually  would have been  obtained if the two
companies and their  operations  had actually been combined at July 1, 1995, and
this  presentation  is not  intended  to be a  projection  of future  results or
trends.

These  proforma  financial  statements  are  presented  assuming that NPC is the
accounting  acquiror.  As a result of the  Transaction,  the shareholders of NPC
will become the largest NuOasis equity ownership group, and the control group of
NPC will continue in control of the surviving entity.

These   proforma   financial   statements   are  presented   assuming  that  all
contingencies  surrounding  the  Transaction,  described in Note 2 herein,  have
occurred.

Note 2.           Background and Overview of the Transaction

NPC was formed in 1993 for the purpose of  developing  and operating a system to
facilitate  participation  in group play in state lotteries in the United States
and the lotteries of foreign  countries.  The program developed by NPC was named
"Hit-Lotto".  The  Hit-Lotto  program  uses  debit  cards,   telecommunications,
Internet  Website,  and  proprietary  computer  software to organize  and market
lottery pools for lottery  players who  participate in various state  lotteries.
Since inception NPC's operations have been devoted  primarily to the formulation
and design of the  telecommunication  and  computer  technology  to support  the
Hit-Lotto  program.  In  August,  1994,  Hit-Lotto  was  tested in the San Diego
market: development is ongoing.

On June 13, 1996 Nona Morelli's II, Inc.  ("Nona"),  the  controlling  parent of
NuOasis,  granted  an option  to  Joseph  Monterosso,  the  President  and Chief
Executive Officer of NPC  ("Monterosso"),  to acquire 250,000 Series B Preferred
Shares (the "Series B Shares")  owned by Nona.  Such option is  exercisable at a
price of $13.00 per share.  Monterosso has subsequently  conditionally  assigned
his rights under the option as to 95,000 Series B Shares to certain shareholders
of NPC and other investors, leaving him with rights under the option to purchase
155,000 Series B Shares.

On December 19, 1996 NuOasis entered into a Stock Purchase  Agreements with each
of the  shareholders  of NPC  pursuant  to which it  agreed to issue a series of
Secured Promissory Notes (the "Notes") in the aggregate amount of $1,200,000 and
1,000,000 shares of its common stock to the NPC shareholders in exchange for all
of the issued and  outstanding  shares of  capital  stock of NPC.  The Notes are
convertible  into a  total  of  241,900,000  shares  of  NuOasis'  common  stock
contingent upon NPC's operations achieving certain financial goals over the next
several fiscal years.  The Notes are  non-recourse to NuOasis and secured by the
assets of NPC, bear interest at 8% per annum, and are due and payable on May 31,
1999.  Under the terms of the Notes,  for every $250,000 of net annual operating
income achieved by NPC, $7,500 in principal amount of the Notes may be converted

                                                            [NUOGAM\8K\NPC.8K]-7

                                                         9

<PAGE>


                              NUOASIS GAMING, INC.
                     Notes to Pro Forma Financial Statements
                                   (Unaudited)

into  1,511,875  shares of  restricted  NuOasis  common  stock.  As part of this
acquisition,  Nona and NuOasis agreed to a debt assumption agreement whereby all
third  party  NuOasis  debt in excess of $20,000 on  December  24, 1996 is to be
converted into shares of NuOasis common stock: the conversion rate is based upon
the  prevailing  market  price  on the date of the  next  NuOasis  Shareholder's
Meeting.

The audited financial statements of NPC are included herein as an exhibit.  Such
audit  reports  explain  that  NPC's  financial  statements  have been  prepared
assuming that NPC will  continue as a going concern and that such  statements do
not include any adjustments  that may result in the event it is unable to do so.
The  audited  financial  statements  of NPC also  reflect  that it has  incurred
operating  losses of  $2,401,992  from its  inception  and had negative  working
capital of $1,581,827,  as of December 31, 1995.  Unaudited financial statements
of NPC for the quarter ended  September 30, 1996 are also included  herein as an
exhibit.

Subject  to the  exercise  of the  Option  and the sale by Nona of the  Series B
Shares,  NuOasis  has agreed to fund NPC's  future  operations.  Exercise of the
Option  is  contingent  upon  the  approval  of  an  amendment  to  the  NuOasis
Certificate of  Incorporation  allowing for its  authorized  capital stock to be
increased to have sufficient shares of its common stock available for conversion
of the Notes.  Upon such Amendment to the NuOasis  Certificate of Incorporation,
and the acquisition of the Series B Shares, there will be a change of control of
NuOasis.  If the NuOasis  shareholders  do not  approve  such  Amendment  to the
Certificate  of  Incorporation  it is unlikely  that the Series B Shares will be
acquired  pursuant to the Option and, in this event, NPC may not have sufficient
working capital to "roll out" the Hit-Lotto  program on a commercial  basis, and
there will not be a change of control of  NuOasis.  The  Transaction  is divided
into three phases and summarized as follows:

Phase I :         Acquisition of NPC, which closed on December 24, 1996

Phase II:         Exercise of 95,000 Series B Shares

                  Holders of the Option  exercise the option to purchase  95,000
                  Series B Shares,  at $13.00 per  share,  by payment to Nona of
                  $1,235,000.  The 95,000  Series B Shares so acquired  may then
                  immediately be converted  into 7,410,000  shares of restricted
                  NuOasis common stock at the election of the holders.

                  Subject to the exercise of the Option as to the 95,000  Series
                  B  Shares,   NuOasis  has  agreed  to  sell  its  wholly-owned
                  subsidiary, CMA, to Nona for $1,235,000. Upon the sale of CMA,
                  NuOasis  intends to contribute most if not all of the proceeds
                  of the sale of CMA to NPC,  its wholly owned  subsidiary,  for
                  working capital.

                                                            [NUOGAM\8K\NPC.8K]-7

                                                        10

<PAGE>


                              NUOASIS GAMING, INC.
                     Notes to Pro Forma Financial Statements
                                   (Unaudited)

Phase III:        Exercise of 155,000 Series B Shares

                  Following the initial  exercise of 95,000 Series B Shares,  if
                  such exercise occurs, there will be remaining 155,000 Series B
                  Shares available under the Option.  If exercised,  the 155,000
                  Series B Shares could immediately be converted into 12,090,000
                  common shares.  The exercise and sale of such remaining Series
                  B Shares will result in an  additional  $2,015,000 in proceeds
                  to  Nona  which  Nona   intends  to  utilize  to  satisfy  any
                  intercompany  payables  owed to NuOasis of up to $1,765,000 as
                  of the date Phase III  occurs.  No amounts are owed by Nona to
                  NuOasis as of  September  30, 1996  assuming  Phase II occurs,
                  therefore, the entire $1,765,000 is assumed to be a short term
                  loan from Nona to NuOasis and accordingly reflected as such in
                  the pro forma financial statements (see Note 4).

Note 3.           Difference in Fiscal Year Ends

NPC's  most  recent  fiscal  year end of  December  31,  1995  differs  from the
Registrant's  most recent fiscal year end of June 30, 1996 by more than 93 days.
NPC's  income  statement is updated to March 31, 1996 which is within 93 days of
the Registrant's  most recent fiscal year end of June 30, 1996. This updating is
accomplished by adding  subsequent  interim period results of three months ended
March 31, 1996 to the most recent fiscal  year-end  information  of December 31,
1995 and deducting the  comparable  preceding year interim period results of the
three months ended March 31, 1995.

During the most recent  fiscal year end of NuOasis,  a change in fiscal year end
was made from September 30 to June 30 and,  accordingly,  the most recent fiscal
year ended June 30, 1996  results  include only nine months ended June 30, 1996.
Since  NPC's  latest  fiscal year is a twelve  month  period and that NPC is the
accounting acquiror,  the latest fiscal year (nine months) of NuOasis ended June
30,1996  have been shown to present a twelve  month  period ended June 30, 1996.
The twelve months ended June 30, 1996 is accomplished by adding NuOasis' interim
period results of three months ended September 30, 1995 to its nine months ended
June 30, 1996 results.

Note 4.           Adjustments to Proforma Financial Statements

(A)      Acquisition of NPC

This adjustment reflects (i) the acquisition of 100% of the outstanding stock of
NPC in exchange for the Note in the amount of $1.2 million and the issuance of 1
million shares of NuOasis  restricted  common stock valued at $125,000,  the low
bid  price on the  purchase  date of $.12 per  share;  (ii) the  elimination  of
NuOasis'  capital  account,  including  accumulated  deficit  in the  amount  of
$12,688,895 and additional  paid in capital in the amount of  $11,852,896;  and,
(iii) the recording of "goodwill" in the amount of $835,999  which is assumed to
be immediately written off - see Adjustment (D) below.

                                                            [NUOGAM\8K\NPC.8K]-7

                                                        11

<PAGE>


                              NUOASIS GAMING, INC.
                     Notes to Pro Forma Financial Statements
                                   (Unaudited)

(B)      Sale of CMA

This  adjustment  reflects the probable sale of CMA for $1,235,000  resulting in
the elimination of the CMA's net equity basis of $ 1,459,585 and loss on sale of
$91,585.  The  adjustment  also  reflects the  elimination  of CMA's net assets,
including  $224,585  of current  liabilities  and  $1,368,000  of  shareholders'
receivable.

(C)      Interest on Notes Payable

This adjustment reflects interest expense retroactively  incurred in the amounts
of $96,000  and  $24,000  for the twelve  months  ended June 30,  1996 and three
months ended  September 30, 1996,  respectively,  as if the Notes were issued on
July 1, 1995.

(D)      Write-off of Goodwill

The excess of the  purchase  price over the fair market  value of the net assets
acquired  was  approximately  $  835,999  and was  assumed  to be  allocated  to
goodwill.  Due to the Registrant's and NPC's historical negative cash flows from
operations and working capital deficit,  this adjustment assumes the goodwill of
$835,999 is  immediately  written off due to the  uncertainty  of realizing  any
future benefit from this asset.

(E)      Short Term Loan

This  adjustment  reflects the assumption  that the Phase III funds generated in
the amount of  $1,765,000  by Nona are assumed to be a short term loan from Nona
to NuOasis (see Note 2).

(F)      Earnings/Loss Per Share

Pro forma  loss per share is  completed  using the  weighted  average  number of
shares of NuOasis  common stock  issued and  outstanding  assuming  that all the
shares were outstanding for the entire year.  Common stock  equivalents were not
considered  in the loss per share  calculation  as the  effect  would  have been
anti-dilutive.

                                                            [NUOGAM\8K\NPC.8K]-7

                                                        12
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FORM 8-K

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

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934

Date of Report (Date of earliest event reported):        December 24, 1996

                              NuOasis Gaming, Inc.
             (Exact name of registrant as specified in its charter.)

                                    Delaware
                    (State of incorporation or organization)

     33-73240                                          95-4176781
-------------------------------------------------------------------------------
(Commission File Number)                (I.R.S. Employee Identification No.)

2 Park Plaza, Suite 470, Irvine, California                         92614
-------------------------------------------------------------------------------
  (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:     (714) 833-5382

          (Former name or former address, if changed since last report)
                                      N/A

                                                          Total number of pages:

                                                            [NUOGAM\8K\NPC.8K]-7
Item 1.  Changes in Control of Registrant

                  N/A

Item 2.  Acquisition or Disposition of Assets

                  Pursuant to a Stock Purchase Agreement dated December 19, 1996
with the shareholders of National Pools  Corporation("NPC")  (the  "Agreement"),
the Registrant acquired 33,457,689 shares of NPC representing 100% of the issued
and outstanding shares of NPC.

                  The  transaction  closed on December  24, 1996  whereupon  the
Registrant  issued a series of  Convertible  Promissory  Notes in the  aggregate
amount of  approximately  $1,200,000  and  agreed to issue  1,000,000  shares of
common stock to the  shareholders  of NPC when there are  sufficient  authorized
shares available for issuance.

                  The terms and conditions of the agreement were determined as a
result of arms length negotiations between unrelated parties.

Item 3.  Bankruptcy or Receivership

                  N/A

Item 4.  Changes in Registrant's Certifying Accountant

                  N/A

Item 5.  Other Events

                  N/A

Item 6.  Change in Registrant's Directors

                  On November 25, 1996 the Board  elected  Joseph  Monterosso to
fill one of the vacancies on the Board of Directors.

                                                            [NUOGAM\8K\NPC.8K]-7

                                                         2
Item 7.  Financial Statements and Exhibits

          (a)       Financial Statements

                    The  audited   financial   statements   of  National   Pools
          Corporation  together with a manually signed  accountant's  report for
          the  period  ending  June  30,  1996,  and  the  unaudited   financial
          statements for the quarter  ending  September 30, 1996 are filed as an
          exhibit in this Current Report.

          (b)       Proforma Financial Statements

                    The following are attached hereto:

                    1.        Pro Forma  Consolidated  Balance Sheets as of June
                              30, 1996

                    2.        Pro Forma Consolidated Statement of Operations for
                              the year ended June 30, 1996.

                    3.        Pro Forma Consolidated Statement of Operations for
                              the three months ended September 30, 1996.

          (c)       Exhibits

                    1.        Stock Purchase Agreement dated December 19, 1996.

                    2.        Audited  Financial  Statements  of National  Pools
                              Corporation  as of December 31, 1995,  and for the
                              year   then   ended,   and   Unaudited   Financial
                              Statements  of National  Pools  Corporation  as of
                              September  30,  1996  and for the  three  and nine
                              months then ended.

                    3.        Director Acceptance letter by Joseph Monterosso.

Item 8.  Change in Registrant's Fiscal Year

                  N/A

                                                            [NUOGAM\8K\NPC.8K]-7

                                                         3
SIGNATURE

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                        NuOasis Gaming Inc.
                                        (Registrant)

Dated: January 13, 1997                 By:  /s/  Joseph Monterosso
                                             ----------------------------------
                                                  Joseph Monterosso,
                                                  President and Director

                                                            [NUOGAM\8K\NPC.8K]-7

                                                         4
NUOASIS GAMING, INC.
                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
                          AND STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                 To Reflect the
                                 Acquisition of
                           National Pools Corporation

The following unaudited pro forma consolidated balance sheet as of September 30,
1996 and the unaudited pro forma  consolidated  statement of operations  for the
three months ended September 30, 1996, give effect to the acquisition of all the
outstanding  shares of National  Pools  Corporation,  ("NPC") by NuOasis  Gaming
Inc.,  ("NuOasis")  which  acquisition  was completed on December 24, 1996,  and
other  related  transactions  which  are  expected  to occur in the near  future
(collectively,  the  "Transaction").  The pro forma consolidated  information is
based on the  historical  financial  statements  of  NuOasis  Gaming and NPC and
includes the effect of the  acquisition  under the purchase method of accounting
and the assumptions and adjustments set forth in the  accompanying  notes to the
pro forma consolidated financial statements.  The pro forma consolidated balance
sheet  presents the financial  position of NuOasis  Gaming as if it had acquired
NPC as of September 30, 1996. The pro forma consolidated statement of operations
presents the result of operations of NuOasis Gaming as if it had acquired NPC as
of July 1, 1995.

The unaudited pro forma consolidated  balance sheet as of September 30, 1996 and
the unaudited pro forma consolidated  statement of operations for the year ended
June 30,  1996 and for the three  months  ended  September  30,  1996 may not be
indicative  of the results  which may be obtained in the future or that actually
would  have  occurred  if the  Transaction  closed  on  July  1,  1995,  and the
combination had been in effect on the dates indicated. These unaudited pro forma
consolidated financial statements should be read in conjunction with the NuOasis
Gaming audited  financial  statements and notes included in its Annual Report on
Form  10-KSB for the fiscal  year ended  June 30,  1996,  and the NPC's  audited
financial statements and notes contained elsewhere herein.

                                                            [NUOGAM\8K\NPC.8K]-7

                                                         5
NUOASIS GAMING, INC.
                      PRO FORMA CONSOLIDATED BALANCE SHEETS
                            As of September 30, 1996
                                   (Unaudited)

                                                                                    Pro Forma                      Pro Forma
                                              NuOasis              NPC             Adjustments                     Totals
                                        -----------------  -----------------  -------------------------       -----------------
ASSETS
Cash                                  $           2,022  $          15,211  $       3,000,000  (B)(E)       $       3,017,233
  Employee Advances                                     -             30,939                  -                          30,939
  Fixed Assets, Net                                     -             49,642                  -                          49,642
  Intangibles, Net                                      -             54,912                  -  (A)(D)                  54,912
  Investment in NPC                                     -                  -                  -  (A)(B)                       -
  Other Assets                                          -              6,573                  -                           6,573
                                        ------------------ ------------------ -------------------------       -----------------
   Total Assets                         $           2,022  $         157,277  $       3,000,000               $       3,159,299
                                         ================= ================== =========================       =================
LIABILITIES &
 STOCKHOLDERS' DEFICIT
  Current Liabilities                   $          79,436  $       1,081,320  $               -               $       1,160,756
  Due to Affiliates                               760,198                  -          1,540,415  (B)(E)               2,300,613
  Notes Payable                                         -            929,180           1,325,000 (A)                  2,254,180
                                        ------------------ ------------------ -------------------             -----------------
   Total Liabilities                              839,634          2,010,500          2,865,415                       5,715,549
Stockholders' Deficit
 Preferred Stock Series B                         501,700                  -                  -  (A)                    501,700
 Common Stock                                     300,000            991,764           (991,764) (A)                    300,000
 Stockholders' Receivable                      (1,326,613)                 -          1,368,000  (A)(B)                  41,387
 Additional Paid in Capital                    12,376,196                  -        (12,186,132) (A)                    190,064
 Accumulated Deficit                          (12,688,895)        (2,844,987)        11,944,481  (A)(B)(C)(D)        (3,589,401)
                                        ------------------ ------------------ ------------------              ------------------

 Total Stockholders' Deficit                     (837,612)        (1,853,223)           134,585                      (2,556,250)
                                        ------------------ ------------------ ------------------              ------------------
Total Liabilities and
  Stockholders' Equity                  $           2,022  $         157,277  $       3,000,000               $       3,159,299
                                        ================== ================== ==================              ==================
See Accompanying Notes to Pro Forma Consolidated Financial Statements.

                                                            [NUOGAM\8K\NPC.8K]-7

                                                         6
NUOASIS GAMING, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                        For the Year Ended June 30, 1996
                                   (Unaudited)

                                                                                   Pro Forma                      Pro Forma
                                                 NuOasis            NPC           Adjustments                      Totals
-----------------------------------         ---------------   --------------  ------------------             -----------------
Operating Expenses                          $     1,087,987   $      406,524  $               -              $       1,494,511
 Write-off Goodwill                                       -                -            835,999  (A)(D)                835,999
 Research & Development                                   -          195,762                  -                        195,762
                                            ----------------  --------------- ------------------             -----------------
   Total operating expenses                       1,087,987          602,286            835,999                      2,526,272
 Interest Expense                                         -          227,095             96,000  (C)                   323,095
 Loss on Disposal of Asset                                -           12,684             91,585  (B)                   104,269
                                            ----------------  --------------- ------------------             -----------------
   Net income before extraordinary
     item                                        (1,087,987)        (842,065)        (1,023,584)                    (2,953,636)
 Extraordinary item
         Extinguishment of Debt
         Benefit                                          -          384,860                   -                       384,860
                                            ----------------  --------------- ------------------             -----------------
    Net Income                              $    (1,087,987)  $     (457,205) $      (1,023,584)             $      (2,568,776)
                                            ================  =============== ==================             ==================
Pro forma net loss per share                $          (.04)  $          N/A  $             N/A              $            (.09)  (F)
                                            ================  =============== =================              ==================
Pro forma weighted-average common
         shares outstanding                      28,301,697              N/A                N/A                     28,301,697   (F)
                                            ================  =============== =================              =================
See Accompanying Notes to Pro Forma Consolidated Financial Statements.

                                                            [NUOGAM\8K\NPC.8K]-7

                                                             7
NUOASIS GAMING, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                  For the Three Months Ended September 30, 1996
                                   (Unaudited)

                                                                              Pro Forma                 Pro Forma
                                           NuOasis             NPC           Adjustments                 Totals
                                      ----------------- ----------------  ----------------          ---------------
Operating Expenses                  $        189,067  $        136,788  $             -           $       325,855
  Write-off Goodwill                                 -                 -                -                         -
  Research & Development                             -             5,178                -                     5,178
                                      ----------------- ----------------- ----------------          ---------------
    Total operating expenses                   189,067           141,966                -                   331,033
  Interest Expense                                  -             32,238           24,000   (C)              56,238
                                      ----------------- ----------------- ----------------          ---------------
     Net Income                       $       (189,067) $       (174,204) $       (24,000)          $      (387,271)
                                      ================= ================= ================          ================
  Pro forma net loss per share        $           (.01) $            N/A  $           N/A           $          (.01)  (F)
                                      ================= ================  ================          ================
  Pro forma weighted-average
     common shares outstanding               30,000,000               N/A             N/A                30,000,000   (F)
                                      ================= ================= ================          ================
See Accompanying Notes to Pro Forma Consolidated Financial Statements.

                                                            [NUOGAM\8K\NPC.8K]-7

                                                         8
NUOASIS GAMING, INC.
                     Notes to Pro Forma Financial Statements
                                   (Unaudited)

Note 1.            Basis of Presentation

The unaudited pro forma consolidated  balance sheet as of September 30, 1996 and
the  unaudited  pro forma  consolidated  statement of  operations  for the three
months ended  September 30, 1996 of NuOasis  reflect the  acquisition of NPC and
the unaudited pro forma  consolidated  financial  statements  and  operations of
NuOasis as if it had acquired NPC as of July 1, 1995.

These unaudited pro forma consolidated financial statements do not purport to be
indicative  of the results  that  actually  would have been  obtained if the two
companies and their  operations  had actually been combined at July 1, 1995, and
this  presentation  is not  intended  to be a  projection  of future  results or
trends.

These  proforma  financial  statements  are  presented  assuming that NPC is the
accounting  acquiror.  As a result of the  Transaction,  the shareholders of NPC
will become the largest NuOasis equity ownership group, and the control group of
NPC will continue in control of the surviving entity.

These   proforma   financial   statements   are  presented   assuming  that  all
contingencies  surrounding  the  Transaction,  described in Note 2 herein,  have
occurred.

Note 2.           Background and Overview of the Transaction

NPC was formed in 1993 for the purpose of  developing  and operating a system to
facilitate  participation  in group play in state lotteries in the United States
and the lotteries of foreign  countries.  The program developed by NPC was named
"Hit-Lotto".  The  Hit-Lotto  program  uses  debit  cards,   telecommunications,
Internet  Website,  and  proprietary  computer  software to organize  and market
lottery pools for lottery  players who  participate in various state  lotteries.
Since inception NPC's operations have been devoted  primarily to the formulation
and design of the  telecommunication  and  computer  technology  to support  the
Hit-Lotto  program.  In  August,  1994,  Hit-Lotto  was  tested in the San Diego
market: development is ongoing.

On June 13, 1996 Nona Morelli's II, Inc.  ("Nona"),  the  controlling  parent of
NuOasis,  granted  an option  to  Joseph  Monterosso,  the  President  and Chief
Executive Officer of NPC  ("Monterosso"),  to acquire 250,000 Series B Preferred
Shares (the "Series B Shares")  owned by Nona.  Such option is  exercisable at a
price of $13.00 per share.  Monterosso has subsequently  conditionally  assigned
his rights under the option as to 95,000 Series B Shares to certain shareholders
of NPC and other investors, leaving him with rights under the option to purchase
155,000 Series B Shares.

On December 19, 1996 NuOasis entered into a Stock Purchase  Agreements with each
of the  shareholders  of NPC  pursuant  to which it  agreed to issue a series of
Secured Promissory Notes (the "Notes") in the aggregate amount of $1,200,000 and
1,000,000 shares of its common stock to the NPC shareholders in exchange for all
of the issued and  outstanding  shares of  capital  stock of NPC.  The Notes are
convertible  into a  total  of  241,900,000  shares  of  NuOasis'  common  stock
contingent upon NPC's operations achieving certain financial goals over the next
several fiscal years.  The Notes are  non-recourse to NuOasis and secured by the
assets of NPC, bear interest at 8% per annum, and are due and payable on May 31,
1999.  Under the terms of the Notes,  for every $250,000 of net annual operating
income achieved by NPC, $7,500 in principal amount of the Notes may be converted

                                                            [NUOGAM\8K\NPC.8K]-7

                                                         9
NUOASIS GAMING, INC.
                     Notes to Pro Forma Financial Statements
                                   (Unaudited)

into  1,511,875  shares of  restricted  NuOasis  common  stock.  As part of this
acquisition,  Nona and NuOasis agreed to a debt assumption agreement whereby all
third  party  NuOasis  debt in excess of $20,000 on  December  24, 1996 is to be
converted into shares of NuOasis common stock: the conversion rate is based upon
the  prevailing  market  price  on the date of the  next  NuOasis  Shareholder's
Meeting.

The audited financial statements of NPC are included herein as an exhibit.  Such
audit  reports  explain  that  NPC's  financial  statements  have been  prepared
assuming that NPC will  continue as a going concern and that such  statements do
not include any adjustments  that may result in the event it is unable to do so.
The  audited  financial  statements  of NPC also  reflect  that it has  incurred
operating  losses of  $2,401,992  from its  inception  and had negative  working
capital of $1,581,827,  as of December 31, 1995.  Unaudited financial statements
of NPC for the quarter ended  September 30, 1996 are also included  herein as an
exhibit.

Subject  to the  exercise  of the  Option  and the sale by Nona of the  Series B
Shares,  NuOasis  has agreed to fund NPC's  future  operations.  Exercise of the
Option  is  contingent  upon  the  approval  of  an  amendment  to  the  NuOasis
Certificate of  Incorporation  allowing for its  authorized  capital stock to be
increased to have sufficient shares of its common stock available for conversion
of the Notes.  Upon such Amendment to the NuOasis  Certificate of Incorporation,
and the acquisition of the Series B Shares, there will be a change of control of
NuOasis.  If the NuOasis  shareholders  do not  approve  such  Amendment  to the
Certificate  of  Incorporation  it is unlikely  that the Series B Shares will be
acquired  pursuant to the Option and, in this event, NPC may not have sufficient
working capital to "roll out" the Hit-Lotto  program on a commercial  basis, and
there will not be a change of control of  NuOasis.  The  Transaction  is divided
into three phases and summarized as follows:

Phase I :         Acquisition of NPC, which closed on December 24, 1996

Phase II:         Exercise of 95,000 Series B Shares

                  Holders of the Option  exercise the option to purchase  95,000
                  Series B Shares,  at $13.00 per  share,  by payment to Nona of
                  $1,235,000.  The 95,000  Series B Shares so acquired  may then
                  immediately be converted  into 7,410,000  shares of restricted
                  NuOasis common stock at the election of the holders.

                  Subject to the exercise of the Option as to the 95,000  Series
                  B  Shares,   NuOasis  has  agreed  to  sell  its  wholly-owned
                  subsidiary, CMA, to Nona for $1,235,000. Upon the sale of CMA,
                  NuOasis  intends to contribute most if not all of the proceeds
                  of the sale of CMA to NPC,  its wholly owned  subsidiary,  for
                  working capital.

                                                            [NUOGAM\8K\NPC.8K]-7

                                                        10
NUOASIS GAMING, INC.
                     Notes to Pro Forma Financial Statements
                                   (Unaudited)

Phase III:        Exercise of 155,000 Series B Shares

                  Following the initial  exercise of 95,000 Series B Shares,  if
                  such exercise occurs, there will be remaining 155,000 Series B
                  Shares available under the Option.  If exercised,  the 155,000
                  Series B Shares could immediately be converted into 12,090,000
                  common shares.  The exercise and sale of such remaining Series
                  B Shares will result in an  additional  $2,015,000 in proceeds
                  to  Nona  which  Nona   intends  to  utilize  to  satisfy  any
                  intercompany  payables  owed to NuOasis of up to $1,765,000 as
                  of the date Phase III  occurs.  No amounts are owed by Nona to
                  NuOasis as of  September  30, 1996  assuming  Phase II occurs,
                  therefore, the entire $1,765,000 is assumed to be a short term
                  loan from Nona to NuOasis and accordingly reflected as such in
                  the pro forma financial statements (see Note 4).

Note 3.           Difference in Fiscal Year Ends

NPC's  most  recent  fiscal  year end of  December  31,  1995  differs  from the
Registrant's  most recent fiscal year end of June 30, 1996 by more than 93 days.
NPC's  income  statement is updated to March 31, 1996 which is within 93 days of
the Registrant's  most recent fiscal year end of June 30, 1996. This updating is
accomplished by adding  subsequent  interim period results of three months ended
March 31, 1996 to the most recent fiscal  year-end  information  of December 31,
1995 and deducting the  comparable  preceding year interim period results of the
three months ended March 31, 1995.

During the most recent  fiscal year end of NuOasis,  a change in fiscal year end
was made from September 30 to June 30 and,  accordingly,  the most recent fiscal
year ended June 30, 1996  results  include only nine months ended June 30, 1996.
Since  NPC's  latest  fiscal year is a twelve  month  period and that NPC is the
accounting acquiror,  the latest fiscal year (nine months) of NuOasis ended June
30,1996  have been shown to present a twelve  month  period ended June 30, 1996.
The twelve months ended June 30, 1996 is accomplished by adding NuOasis' interim
period results of three months ended September 30, 1995 to its nine months ended
June 30, 1996 results.

Note 4.           Adjustments to Proforma Financial Statements

(A)      Acquisition of NPC

This adjustment reflects (i) the acquisition of 100% of the outstanding stock of
NPC in exchange for the Note in the amount of $1.2 million and the issuance of 1
million shares of NuOasis  restricted  common stock valued at $125,000,  the low
bid  price on the  purchase  date of $.12 per  share;  (ii) the  elimination  of
NuOasis'  capital  account,  including  accumulated  deficit  in the  amount  of
$12,688,895 and additional  paid in capital in the amount of  $11,852,896;  and,
(iii) the recording of "goodwill" in the amount of $835,999  which is assumed to
be immediately written off - see Adjustment (D) below.

                                                            [NUOGAM\8K\NPC.8K]-7

                                                        11
NUOASIS GAMING, INC.
                     Notes to Pro Forma Financial Statements
                                   (Unaudited)

(B)      Sale of CMA

This  adjustment  reflects the probable sale of CMA for $1,235,000  resulting in
the elimination of the CMA's net equity basis of $ 1,459,585 and loss on sale of
$91,585.  The  adjustment  also  reflects the  elimination  of CMA's net assets,
including  $224,585  of current  liabilities  and  $1,368,000  of  shareholders'
receivable.

(C)      Interest on Notes Payable

This adjustment reflects interest expense retroactively  incurred in the amounts
of $96,000  and  $24,000  for the twelve  months  ended June 30,  1996 and three
months ended  September 30, 1996,  respectively,  as if the Notes were issued on
July 1, 1995.

(D)      Write-off of Goodwill

The excess of the  purchase  price over the fair market  value of the net assets
acquired  was  approximately  $  835,999  and was  assumed  to be  allocated  to
goodwill.  Due to the Registrant's and NPC's historical negative cash flows from
operations and working capital deficit,  this adjustment assumes the goodwill of
$835,999 is  immediately  written off due to the  uncertainty  of realizing  any
future benefit from this asset.

(E)      Short Term Loan

This  adjustment  reflects the assumption  that the Phase III funds generated in
the amount of  $1,765,000  by Nona are assumed to be a short term loan from Nona
to NuOasis (see Note 2).

(F)      Earnings/Loss Per Share

Pro forma  loss per share is  completed  using the  weighted  average  number of
shares of NuOasis  common stock  issued and  outstanding  assuming  that all the
shares were outstanding for the entire year.  Common stock  equivalents were not
considered  in the loss per share  calculation  as the  effect  would  have been
anti-dilutive.

                                                            [NUOGAM\8K\NPC.8K]-7

                                                        12