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

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
        Date of report (date of earliest event reported): March 31, 2006

                              Leonidas Films, Inc.
             (Exact name of Registrant as specified in its charter)

             NEVADA                 0-18377                    20-4605816
     (State of incorporation    (Commission file            (I.R.S. employer
        or organization)          number)                identification number)


                5505 Danbury Place                                91367
             Woodland Hills, CA                                 (Zip code)
     (Address of principal executive offices)

Registrant's telephone number, including area code: 310-871-6935

                              NuOasis Resorts, Inc.
        4695 MacArthur Court, Suite 1450, Newport Beach, California 92660
         (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
      |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
      |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

Item 5.02  Departure of Directors or Principal Officers; Election or Directors;
           Appointment of Principal Officers;

On March 15, 2006 the Company accepted the resignation of Donald Lake as the
Registrant's President and continued to serve as the Registrant's sole Director.
Mr. Lake appointed Mr. Timothy P. Cavanaugh as the Registrant's President, Chief
Executive Officer, Treasurer and as a Director. Mr. Lake also appointed Andrzej
Sekula as the Registrant's Vice President, Secretary and as a Director.

Furthermore, on March 22, 2006 the Company accepted the resignation of Donald
Lake as a Director of the Registrant.

                                     - 1 -
<PAGE>

Mr. Timothy P. Cavanaugh, age 42, is the co-founder of Leonidas Films, Inc., a
California privately-held corporation (herein referred as "Leonidas - CA"), and
has been employed by such company since 2003. Mr. Cavanaugh began his career in
the entertainment business as an actor. He had lead roles in such films as
Shadow Warriors, Dirty Money, Boys Klub and Tick Tick Tick. As a producer he has
had a successful career in independent films, commercials, informercials and
corporate videos. In 2002, Mr. Cavanaugh partnered up with award winning
Director of Photography and Director Andrzej Sekula "Pulp Fiction, Reservoir
Dogs, American Psycho and Hyper Cube." Mr. Cavanaugh and Mr. Sekula recently
formed Leonidas - CA and completed their first movie, "The Pleasure Drivers,"
starring Angus McFadden, Lauren Holly and Billy Zane. In 2002, Mr. Cavanaugh
produced the Discovery Channel Series, "Explore Our World." From 1996-2001, Mr.
Cavanaugh was the Head of Productions at Creative Entertainment Group in Los
Angeles. Mr. Cavanaugh budgeted, supervised and line produced more than 100
films and video productions for clients such as Kodak, Rexall Sundown, Metrx and
Black & Decker.

Mr. Andrzej Sekula, age 52, is the co-founder of Leonidas Films, Inc., a
California privately-held corporation (herein referred as "Leonidas - CA") and
is best known as the cinematographer who gave director Quentin Tarantino the
unforgettable look of Reservoir Dogs and Pulp Fiction. After beginning his
career filming documentaries in his native land, he attended Britain's
prestigious National Film and Television School, in Beaconsfield, U.K., from
1985-88. He went on to commercials, music videos, short films and documentaries
including Man from China (a selection of both the 1990 London and Edinburgh
International Film Festivals) and Honey and Venom (which won first prize for
cinematography at the 1992 BP Expo International Film Festival). Mr. Sekula made
his American feature debut as cinematographer of Reservoir Dogs (1992) and
quickly became a much sought after Director of Photography on both stateside and
British films, including Three of Hearts (1993); David Mamet's Oleanna (1994);
Tarantino's Best Picture Oscar-nominee Pulp Fiction (1994) and his segment of
Four Rooms (1995); Hackers with Angelina Jolie; Cousin Bette (1998) with Jessica
Lange and Elizabeth Shue; the visually dazzling American Pyscho (2002) with
Christian Bale. Mr. Sekula made his directing debut with the feature film Voodo
Dawn a.k.a. Fair Accompli (2002) starring Michael Madsen, Rosanna Arquette and
Balthazar Getty.

Mr. Sekula was presented The Award for a Special Achievement in the Art of
Cinematography at Camerimage International Film Festival (1996), as well as
nominated for American Psycho (2002). For Hypercube he won the 2003 Critic's
Award from Europe's Fantasporto Film Festival, as well as earning a nomination
for Best International Fantasy Film. He was nominated for Britain's top film
prize, the BAFTA Film Award, for his Pulp Fiction cinematography.

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
           Year.

Effective the 26th day of January 2006, the Articles of Incorporation in the
State of Nevada have been amended to reflect a change of name from NuOasis
Resorts, Inc. to Leonidas Films, Inc.

Item 8.01  Other Events.

On February 6, 2006 the Company filed a request with the National Association of
Securities Dealers (NASD) to change its name, symbol and to effectuate a
Fifty-for-One (50:1) Reverse Split of the Company's Common Stock (herein
referred as "Split"). The change of name and Split was effective February 21,
2006. The Company's new trading symbol is LFMI.

Item 9.01  Financial Statements and Exhibits.

(c)   Exhibits

                                     - 2 -
<PAGE>

--------------------------------------------------------------------------------
Exhibit No.            Description of Exhibit
----------             ----------------------

3.1                    Certificate of Amendment dated January 26, 2006

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

                                    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, thereunto duly authorized.

                                                     LEONIDAS FILMS, INC.
                                                         (Registrant)

Date: March 31, 2006                       By:     /s/ Timothy P. Cavanaugh
                                               --------------------------------
                                                       Timothy P. Cavanaugh
                                                              President

                                     - 3 -
{"company-data": {"conformed-name": "LEONIDAS FILMS INC", "cik": "0000848296", "assigned-sic": "7990", "irs-number": "841126818", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18377", "film-number": "06741446"}, "business-address": {"street1": "1730 FRANKLIN CANYON DRIVE", "city": "BEVERLY HILLS", "state": "CA", "zip": "90210", "phone": "310-871-6935"}, "mail-address": {"street1": "1730 FRANKLIN CANYON DRIVE", "city": "BEVERLY HILLS", "state": "CA", "zip": "90210"}, "former-company": [{"former-conformed-name": "NUOASIS RESORTS INC", "date-changed": "19980413"}, {"former-conformed-name": "MORELLIS NONA II INC", "date-changed": "19920703"}, {"former-conformed-name": "NONA MORELLIS II INC", "date-changed": "19900731"}]}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
        Date of report (date of earliest event reported): March 31, 2006

                              Leonidas Films, Inc.
             (Exact name of Registrant as specified in its charter)

             NEVADA                 0-18377                    20-4605816
     (State of incorporation    (Commission file            (I.R.S. employer
        or organization)          number)                identification number)

                5505 Danbury Place                                91367
             Woodland Hills, CA                                 (Zip code)
     (Address of principal executive offices)

Registrant's telephone number, including area code: 310-871-6935

                              NuOasis Resorts, Inc.
        4695 MacArthur Court, Suite 1450, Newport Beach, California 92660
         (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
      |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
      |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

Item 5.02  Departure of Directors or Principal Officers; Election or Directors;
           Appointment of Principal Officers;

On March 15, 2006 the Company accepted the resignation of Donald Lake as the
Registrant's President and continued to serve as the Registrant's sole Director.
Mr. Lake appointed Mr. Timothy P. Cavanaugh as the Registrant's President, Chief
Executive Officer, Treasurer and as a Director. Mr. Lake also appointed Andrzej
Sekula as the Registrant's Vice President, Secretary and as a Director.

Furthermore, on March 22, 2006 the Company accepted the resignation of Donald
Lake as a Director of the Registrant.

                                     - 1 -
Mr. Timothy P. Cavanaugh, age 42, is the co-founder of Leonidas Films, Inc., a
California privately-held corporation (herein referred as "Leonidas - CA"), and
has been employed by such company since 2003. Mr. Cavanaugh began his career in
the entertainment business as an actor. He had lead roles in such films as
Shadow Warriors, Dirty Money, Boys Klub and Tick Tick Tick. As a producer he has
had a successful career in independent films, commercials, informercials and
corporate videos. In 2002, Mr. Cavanaugh partnered up with award winning
Director of Photography and Director Andrzej Sekula "Pulp Fiction, Reservoir
Dogs, American Psycho and Hyper Cube." Mr. Cavanaugh and Mr. Sekula recently
formed Leonidas - CA and completed their first movie, "The Pleasure Drivers,"
starring Angus McFadden, Lauren Holly and Billy Zane. In 2002, Mr. Cavanaugh
produced the Discovery Channel Series, "Explore Our World." From 1996-2001, Mr.
Cavanaugh was the Head of Productions at Creative Entertainment Group in Los
Angeles. Mr. Cavanaugh budgeted, supervised and line produced more than 100
films and video productions for clients such as Kodak, Rexall Sundown, Metrx and
Black & Decker.

Mr. Andrzej Sekula, age 52, is the co-founder of Leonidas Films, Inc., a
California privately-held corporation (herein referred as "Leonidas - CA") and
is best known as the cinematographer who gave director Quentin Tarantino the
unforgettable look of Reservoir Dogs and Pulp Fiction. After beginning his
career filming documentaries in his native land, he attended Britain's
prestigious National Film and Television School, in Beaconsfield, U.K., from
1985-88. He went on to commercials, music videos, short films and documentaries
including Man from China (a selection of both the 1990 London and Edinburgh
International Film Festivals) and Honey and Venom (which won first prize for
cinematography at the 1992 BP Expo International Film Festival). Mr. Sekula made
his American feature debut as cinematographer of Reservoir Dogs (1992) and
quickly became a much sought after Director of Photography on both stateside and
British films, including Three of Hearts (1993); David Mamet's Oleanna (1994);
Tarantino's Best Picture Oscar-nominee Pulp Fiction (1994) and his segment of
Four Rooms (1995); Hackers with Angelina Jolie; Cousin Bette (1998) with Jessica
Lange and Elizabeth Shue; the visually dazzling American Pyscho (2002) with
Christian Bale. Mr. Sekula made his directing debut with the feature film Voodo
Dawn a.k.a. Fair Accompli (2002) starring Michael Madsen, Rosanna Arquette and
Balthazar Getty.

Mr. Sekula was presented The Award for a Special Achievement in the Art of
Cinematography at Camerimage International Film Festival (1996), as well as
nominated for American Psycho (2002). For Hypercube he won the 2003 Critic's
Award from Europe's Fantasporto Film Festival, as well as earning a nomination
for Best International Fantasy Film. He was nominated for Britain's top film
prize, the BAFTA Film Award, for his Pulp Fiction cinematography.

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
           Year.

Effective the 26th day of January 2006, the Articles of Incorporation in the
State of Nevada have been amended to reflect a change of name from NuOasis
Resorts, Inc. to Leonidas Films, Inc.

Item 8.01  Other Events.

On February 6, 2006 the Company filed a request with the National Association of
Securities Dealers (NASD) to change its name, symbol and to effectuate a
Fifty-for-One (50:1) Reverse Split of the Company's Common Stock (herein
referred as "Split"). The change of name and Split was effective February 21,
2006. The Company's new trading symbol is LFMI.

Item 9.01  Financial Statements and Exhibits.

(c)   Exhibits

                                     - 2 -
--------------------------------------------------------------------------------
Exhibit No.            Description of Exhibit
----------             ----------------------

3.1                    Certificate of Amendment dated January 26, 2006

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

                                    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, thereunto duly authorized.

                                                     LEONIDAS FILMS, INC.
                                                         (Registrant)

Date: March 31, 2006                       By:     /s/ Timothy P. Cavanaugh
                                               --------------------------------
                                                       Timothy P. Cavanaugh
                                                              President

                                     - 3 -