SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              NUOASIS GAMING, INC.
             (Exact name of Registrant as specified in its charter)


                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   95-4176781
                        (IRS Employer Identification No.)


                2 Park Plaza, Suite 470, Irvine California 92714
          (Address of Principal Executive Offices, including ZIP Code)

Consulting or Employment Agreements with NuVen Advisors, Inc., Steven Dong, Fred
G. Luke, OTC  Communications,  Structure  America,  Inc., Archer & Weed, John D.
Desbrow, Paula Amanda, Norma McLean; and; Skjerven, Morril, MacPherson, Franklin
& Friel, L.L.P. (Full title of the plan)


       Joseph Monterosso, 2 Park Plaza, Suite 470, Irvine California 92614
                     (Name and address of agent for service)

                                 (714) 833-5382
          (Telephone number, including area code, of agent for service)

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         1

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

                                                                                 Proposed
                                                         Proposed                 Maximum               Amount of
   Title of Securities          Amount of            Maximum Offering            Aggregate            Registration
    to be Registered              Shares            Price Per Share(1)       Offering Price(1)             Fee
                             to be Registered
------------------------     --------------------   ----------------------   ----------------------   -----------------
<S>                          <C>                    <C>                      <C>                      <C>

$.01 par value
Common Stock                             787,180                    $0.23               $184,987                 $63.79
$.01 par value
Common Stock                             237,500                    $0.23                $55,813                 $19.25
$.01 par value
Common Stock                             198,715                    $0.23                $46,698                 $16.10
$.01 par value
Common Stock                             365,605                    $0.23                $85,917                 $29.63
$.01 par value
Common Stock                           1,100,000                    $0.23               $258,500                 $89.14
$.01 par value
Common Stock                             131,470                    $0.23                $30,895                 $10.65
$.01 par value
Common stock                             102,030                    $0.23                $23,977                  $8.27
$.01 par value
Common Stock                              19,404                    $0.23                 $4,560                  $1.57
$.01 par value
Common Stock                              63,860                    $0.23                $15,007                  $5.17
$.01 par value
Common Stock                             703,540                    $0.23               $165,332                 $57.01
$.01 par value
Common stock
underlying options                       275,000                    $0.12                $33,000                 $11.37
$.01 par value
Common stock
underlying options                       275,000                    $0.12                $33,000                 $11.37
$.01 par value
Common stock
underlying options                     2,000,000                    $0.12               $240,000                 $82.72
$.01 par value
Common Stock
underlying options                     2,131,176                    $0.12               $255,741                 $88.14
$.01 par value
Common Stock
underlying options                     1,000,000                    $0.12               $120,000                 $41.36

                   TOTALS              9,390,480                       --             $1,553,428                $535.66

</TABLE>

(1)      This  calculation  is made solely for the purposes of  determining  the
         registration  fee pursuant to the  provisions  of Rule 457(h) under the
         Securities Act and is calculated on the basis of either (a) the average
         of the high and low prices  per share of the Common  Stock as of a date
         within  five  business  days prior to the  filing of this  Registration
         Statement or (b) the price at which the options described herein may be
         exercised.

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         2

<PAGE>



                                   PROSPECTUS

              NUOASIS GAMING, INC. (formerly E.N. PHILLIPS COMPANY)
                2 Park Plaza, Suite 470, Irvine California 92614
                                 (714) 833-5382

                       (9,390,480 SHARES OF COMMON STOCK)



         This Prospectus relates to the offer and sale by NuOasis Gaming,  Inc.,
a  Delaware  corporation  (the  "Company"),  of shares of its $.01 par value per
share   common  stock  (the  "Common   Stock")  to  certain   consultants   (the
"Consultants")  pursuant to agreements  entered into between the Company and the
Consultants. The Company is registering hereunder and then issuing, upon receipt
of adequate  consideration  therefor, to the Consultants 3,709,304 shares of the
Common Stock in consideration for services rendered (the "Fee Shares") and to be
performed  under the  agreements  and  5,681,176  shares  underlying  options to
purchase Common Stock (the "Option Shares").

         The Common Stock is not subject to any restriction on  transferability.
Recipients  of shares  other than  persons who are  "affiliates"  of the Company
within the  meaning of the  Securities  Act of 1933 (the  "Act") may sell all or
part  of the  shares  in any  way  permitted  by  law,  including  sales  in the
over-the-counter  market at prices  prevailing  at the time of such sale. Of the
shares registered hereunder, 2,874,294 Fee Shares and 5,681,176 Option Shares of
Common  Stock are being sold to  "affiliates"  of the  Company.  An affiliate is
summarily,  any director,  executive  officer or controlling  shareholder of the
Company.  The "affiliates" of the Company may become subject to Section 16(b) of
the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  which
would limit their discretion in transferring the shares acquired in the Company.
If the Consultant  who is not now an  "affiliate"  becomes an "affiliate" of the
Company in the future, he would then be subject to Section 16(b) of the Exchange
Act. (See "General Information - Restrictions on Resales").

The Common Stock is listed on the OTC bulletin board under the symbol "NUOG".

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

                  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                  BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
                  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                  THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
                  A CRIMINAL OFFENSE.

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

                   The date of this Prospectus is May 12, 1997

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         1

<PAGE>



         This Prospectus is part of a Registration Statement which was filed and
became  effective under the Securities Act of 1933, as amended (the  "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (the
"Commission")  under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  Registration  Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

         A copy of any  document or part  thereof  incorporated  by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: NuOasis Gaming, Inc. 2
Park Plaza, Suite 470, Irvine California 92614 Telephone (714) 833-5382.

         The Company is subject to the  reporting  requirements  of the Exchange
Act and in accordance  therewith  files reports and other  information  with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other information filed by the Company under the Exchange Act may
be inspected  and copied at the public  reference  facilities  maintained by the
Commission  at 450 Fifth  Street,  N.W.  Washington  D.C.  20549.  Copies may be
obtained at the prescribed rates.

         No person has been  authorized to give any  information  or to make any
representation,  other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which the person  making  such is not  qualified  or to any person to whom it is
unlawful to make an offer or solicitation.

         Neither the  delivery of this  Prospectus  nor any sale made  hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         2

<PAGE>



                                TABLE OF CONTENTS


INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ......................6

ITEM 1. PLAN INFORMATION ..................................................6

   GENERAL INFORMATION ....................................................6

   The Company ............................................................6

   Purposes ...............................................................6

   Common Stock ...........................................................6

   The Consultants ........................................................6

   No Restrictions on Transfer ............................................6

   Tax Treatment to the Consultant ........................................6

   Tax Treatment to the Company ...........................................7

   Restrictions on Resales ................................................7

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION ............7

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION .......7

   Legal Opinion and Experts ..............................................8

   Indemnification of Officers and Directors ..............................8

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ........................8

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE ...........................8

ITEM 4. DESCRIPTION OF SECURITIES .........................................8

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL ............................9

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS ........................9

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED ...............................10

ITEM 8. EXHIBITS ..........................................................10

ITEM 9. UNDERTAKINGS ......................................................12

SIGNATURES ................................................................14

EXHIBIT INDEX .............................................................15

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         3

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information

GENERAL INFORMATION

The Company
         The Company has its principal executive offices at: 2 Park Plaza, Suite
470, Irvine California 92614 Telephone (714) 833-5382.

Purposes
         The Common Stock will be issued by the Company  pursuant to  agreements
entered into between the  Consultants  and the Company and approved by the Board
of Directors  of the Company  (the "Board of  Directors").  The  agreements  are
intended  to provide a method  whereby  the  Company  may be  stimulated  by the
personal  involvement  of the  Consultants in the Company's  future  prosperity,
thereby  advancing  the interests of the Company,  and all of its  shareholders.
Copies  of the  agreements  have been  filed as  exhibits  to this  Registration
Statement.

Common Stock
         The Board has authorized the issuance of up to 9,390,480  shares of the
Common  Stock  to  the  Consultants  upon  effectiveness  of  this  Registration
Statement.

The Consultants
         The  Consultants  have agreed to provide their  expertise and advice to
the Company on a non-exclusive  basis for the purpose of promoting the interests
of the Company.

No Restrictions on Transfer
         The  Consultants  will become the record and  beneficial  owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of  ownership,  including  the right to vote any  shares  awarded  and to
receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultant
         The Common Stock is not qualified  under Section 401(a) of the Internal
Revenue Code. The Consultant,  therefore,  will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs:  (a) the shares become freely  transferable,  or
(b) the  shares  cease  to be  subject  to a  substantial  risk  of  forfeiture.
Accordingly,  the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt  since there
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however, the Consultant receives shares of common stock pursuant to the exercise
of an option or options at an exercise  price below the fair market value of the
shares on the date of exercise,  the  difference  between the exercise price and
the fair  market  value of the  stock on the  date of  exercise  will be  deemed
ordinary  income for federal  income tax  purposes.  The  Consultant is urged to
consult  his tax  advisor  on  this  matter.  Further,  if any  recipient  is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         4

<PAGE>



Tax Treatment to the Company
         The  amount  of  income  recognized  by  any  recipient   hereunder  in
accordance with the foregoing  discussion  will be an expense  deductible by the
Company for  federal  income tax  purposes  in the  taxable  year of the Company
during which the recipient recognizes income.

Restrictions on Resales
         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of Common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.


DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report on
Form 10-KSB for the year ended June 30,  1996,  filed  pursuant to Section 13 of
the  Exchange  Act,  (ii) any and all Forms  10-Q (or 10- QSB)  filed  under the
Securities or Exchange Act subsequent to any filed Form 10K (or 10-KSB), as well
as all other  reports  filed  under  Section  13 of the  Exchange  Act,  and the
Company's Form 8-K filing,  and (iii) its annual report, if any, to shareholders
delivered  pursuant to Rule 14a-3 of the Exchange Act. In addition,  all further
documents  filed by the  Company  pursuant  to  Section  13, 14, or 15(d) of the
Exchange  Act  prior  to the  termination  of this  offering  are  deemed  to be
incorporated  by reference into this Prospectus and to be a part hereof from the
date of filing.  All documents which when together,  constitute this Prospectus,
will be sent or given to  participants  by the  Registrant  as specified by Rule
428(b)(1) of the Securities Act.


Item 2.           Registrant Information and Employee Plan Annual Information

         A copy of any  document or part  thereof  incorporated  by reference in
this  Registration  Statement  but not  delivered  with this  Prospectus  or any
document  required to be delivered  pursuant to Rule 428(b) under the Securities
Act will be  furnished  without  charge upon written or oral  request.  Requests
should be addressed to: NuOasis  Gaming,  Inc. 2 Park Plaza,  Suite 470,  Irvine
California 92614 Telephone (714) 833-5382.

Legal Opinion and Experts
         Archer  &.  Weed  has  rendered  an  opinion  on  the  validity  of the
securities being registered. Archer & Weed is not an "affiliate" of the Company.
Archer & Weed will receive 164,337 shares registered herein.

         The  financial  statements  of NuOasis  Gaming,  Inc.  incorporated  by
reference in the  Company's  Annual Report (Form 10-KSB) for the year ended June
30, 1996 have been audited by Raimondo, Pettit & Glassman, independent auditors,
as  set  forth  in  their  report  incorporated  herein  by  reference  and  are
incorporated herein in reliance upon such report given upon the authority of the
firm as experts in auditing and accounting.

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         5

<PAGE>



Indemnification of Officers and Directors
         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the  Company  has been  informed  that in the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation of Documents by Reference

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

               (a) Registrant's latest Annual Report,  whether filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act;

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
          the  Exchange  Act since the end of the fiscal year  covered by annual
          report referred to in (a), above; and

               (c) The latest prospectus filed pursuant to Rule 424(b) under the
          Securities Act.


Item 4.           Description of Securities

         No  description  of the class of  securities  (i.e.  the $.01 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.


Item 5.           Interests of Named Experts and Counsel

         None.


Item 6.                    Indemnification of Directors and Officers

         Section  145  of the  Delaware  General  Corporation  Law  permits  the
indemnification  of  directors,  officers,  employees,  or agents of the Company
against expenses, including attorney's fees, actually and reasonably incurred by
such persons in connection with the defense of any action, suit or proceeding in
which such  person is a party by reason of his being or having  been a director,
officer, employee, or agent of the Company, or of any corporation,  partnership,
joint  venture,  trust or other  enterprise  in which he  served  as such at the
request of the Registrant,  provided that he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         6

<PAGE>



corporation,  and with  respect  to any  criminalaction  or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful,  and provided further (if
corporation) that he shall not have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the  corporation  (unless the court
determines that indemnity would nevertheless be proper under the circumstances).
These  provisions  may be  sufficiently  broad to  indemnify  such  persons  for
liabilities  arising  under the  Securities  Act of 1933.  In addition,  Section
102(b)(7) of the Delaware General Corporation Law and the Company's  Certificate
of  Incorporation  provide  that a  director  of this  corporation  shall not be
personally  liable to the corporation or its  stockholders  for monetary damages
for breach of  fiduciary  duty as a director  except for  liability  (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a knowing  violation  of law;  (iii)  for  paying a  dividend  or
approving a stock repurchase in violation of Section 174 of the Delaware General
Corporation  Law; or (iv) for any transaction from which the director derived an
improper personal benefit.

         The  Company'   Certificate  of   Incorporation   and  By-Laws  contain
provisions  that no director  of the Company  shall be liable to the Company for
monetary damages for breach of fiduciary duty as a director involving any act or
omission of such director other than (i) for any breach of the  director's  duty
of loyalty to the  corporation or its  stockholders;  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law;  (iii)  in  respect  of  certain  unlawful  dividend  payments  or stock
redemptions or repurchases,  or (iv) for any transaction from which the director
derived an improper personal benefit.

         The effect of these  provisions  will be to eliminate the rights of the
Company and its stockholders (through  shareholders'  derivative suits on behalf
of the  Company) to recover  monetary  damages  against a director for breach of
fiduciary  duty as a director  (including  breaches  resulting from negligent or
grossly negligent behavior) except in the situations  described in clauses (i) -
(iv) of the proceeding sentence.

         These  provisions  will not affect the  validity of  injunctive  relief
against  directors  of the  Company  (although  such  relief  may not  always be
available  as a practical  matter)  nor will it limit  directors  liability  for
violations of federal securities laws.


Item 7.           Exemption from Registration Claimed

                  Not applicable.


Item 8.           Exhibits

         (a) The  following  exhibits  are  filed  as part of this  registration
         statement  pursuant to Item 601 of Regulation S-K and are  specifically
         incorporated herein by this reference:

         Exhibit No.      Title

         1.               Not required.
         2.               Not required.
         3.               Not required.
         4.               Not applicable.
         5.               Opinion of Archer & Weed regarding the legality of the
                          securities registered.
         6.               Not required.

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         7

<PAGE>



         7.               Not required.
         8.               Not required.
         9.               Not required.
         10.              A.        Consulting  Agreement  with  NuVen Advisors,
                                    Inc.(1)
                          B.        Consulting Agreement with Steven H.  Dong
                                    (2)
                          C.        Employment Agreement with Fred G.  Luke (1)
                          D.        Consulting Agreement with OTC Communications
                                    (3)
                          E.        Consulting Agreement with Structure America,
                                    Inc.(2)
                          F.        Fee Agreement with Archer & Weed (4)
                          G.        Consulting Agreement with John D.  Desbrow
                                    (2)
                          H.        Fee Agreement with Skjerven, Morrill,
                                    MacPherson, Franklin & Freil, L.L.P.
                          I.        Consulting Agreement with Paula Amanda
                          J.        Consulting Agreement with Norma McLean
         11.              Not required.
         12.              Not required.
         13.              Not required.
         14.              Not required.
         15.              Not required.
         16.              Not required.
         17.              Not required.
         18.              Not required.
         19.              Not required.
         20.              Not required.
         21.              Not required.
         22.              Not required.
         23.              Not required.
         24.1             Consent   of   Archer   &  Weed,  special  counsel  to
                          registrant,  to the use of his opinion with respect to
                          the legality of the securities being registered hereby
                          and  to  the references to him in the Prospectus filed
                          as a part hereof.
         24.2             Consent of Raimondo, Pettit & Glassman
         25.              Not applicable.
         26.              Not applicable.
         27.              Not applicable.
         28.              Not applicable.
         29.              Not applicable.
         ------------------------------------------

(1)  Previously filed by the Registrant on January 18, 1996 in its Annual Report
     on Form 10KSB for the fiscal year ended September 30, 1995.

(2)  Previously  filed by the  Registrant  on  November  22,  1996 in its Annual
     Report on Form 10KSB for the fiscal year ended June 30, 1996.

(3)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed December 7, 1994, File No. 33-87102.

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         8

<PAGE>



(4)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed May 3, 1995, File No. 33-91862.


Item 9.           Undertakings

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the payment by  registrant  of expenses
incurred or paid by a director,  officer or controlling  person of registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

         Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement to:

                    (i)  include any  prospectus  required by Section 10 (a) (3)
                         of the Securities Act;

                    (ii) reflect in the  prospectus  any facts or events arising
                         after the effective date of the registration  statement
                         (or the most recent  post-effective  amendment thereof)
                         which,  individually or in the aggregate,  represents a
                         fundamental  change in the information set forth in the
                         registration statement; and

                    (iii)include any  material  information  with respect to the
                         plan of  distribution  not previously  disclosed in the
                         registration  statement or any material  change to such
                         information in the registration statement.

                  provided,  however, paragraphs (i) and (ii) shall not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those paragraph is incorporated by reference from
                  period reports filed by the registrant  small business  issuer
                  under the Exchange Act.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities   Act,   each   post-effective   amendment  to  the
                  registration   statement   shall  be   deemed   to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein and the offering of such securities at that time shall
                  be deemed to be the initial bona fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

         (4)      To deliver or cause to be delivered  with the  prospectus,  to
                  each  person  to whom the  prospectus  is sent or  given,  the
                  latest annual report to security  holders that is incorporated
                  by reference in the prospectus  and furnished  pursuant to and
                  meeting the requirements of Rule 14a-3 or Rule 14e-3 under the
                  Securities  Exchange Act of 1934; and, where interim financial
                  information require to be presented by Article 3 of Regulation
                  S-X is not set forth in the prospectus,  to deliver,  or cause

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         9

<PAGE>


                  to be delivered to each person to whom the prospectus is  sent
                  or   given,   the    latest    quarterly    report   that   is
                  specifically  incorporated  by reference in the  prospectus to
                  provide such interim financial information.

         Registrant  hereby  undertakes  that, for purposes of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                        10

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized  in the City of Irvine,  State of California on the 12th day of May ,
1997.

                                        NUOASIS GAMING, INC.
                                        (Registrant)

                                        By:  /s/  Joe Monterosso
                                             ----------------------------------
                                                  Joe Monterosso,
                                                  President and Director

                                        By:  /s/  Fred G. Luke
                                             ----------------------------------
                                                  Fred G. Luke, Director

                                        By:  /s/  Paula Amanda
                                             ----------------------------------
                                                  Paula Amanda, Director



         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

          Signatures               Title                         Date
          -------------------      ------------------------      ------------

          /s/  Joe Monterosso      President and Director        May 12, 1997
               --------------      
               Joe Monterosso

          /s/  Steven H. Dong      Chief Financial Officer       May 12, 1997
               --------------      and Principal Accounting      
               Steven H. Dong      Officer

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                        12

<PAGE>



                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically  incorporated herein
by this reference:


     Exhibit
    Number in
   Registration
    Statement       Description
   ------------     -----------------------------------------------------------

        5.          Opinion of Counsel

       10.          A. Consulting Agreement with NuVen Advisors, Inc.(1)

                    B. Consulting Agreement with Steven H.  Dong (2)

                    C. Employee Agreement with Fred G.  Luke (1)

                    D. Consulting Agreement with OTC Communications (3)

                    E. Consulting Agreement with Structure America, Inc.(2)

                    F. Fee Agreement with Archer & Weed (4)

                    G. Consulting Agreement with John D.  Desbrow (2)

                    H. Fee   Agreement   with   Skjerven,  Morrill,  MacPherson,
                       Franklin & Freil, L.L.P

                    I. Consulting Agreement with Paula Amanda

                    J. Consulting Agreement with Norma McLean

       24.1         Consent of Richard O. Weed to Use of Opinion

       24.2         Consent of Raimondo Pettit & Glassman
-------------------------------------------------------------------------------

(1)  Previously filed by the Registrant on January 18, 1996 in its Annual Report
     on Form 10KSB for the fiscal year ended September 30, 1995.

(2)  Previously  filed by the  Registrant  on  November  22,  1996 in its Annual
     Report on Form 10KSB for the fiscal year ended June 30, 1996.

(3)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed December 7, 1994, File No. 33-87102.

(4)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed May 3, 1995, File No. 33-91862.

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                        13
[{"type": "S-8", "sequence": "1", "description": "NUOASIS GAMING INC. FORM S-8 FOR MAY, 1997", "secsgml_size_bytes": 38512}]
{"company-data": {"conformed-name": "NUOASIS GAMING INC", "cik": "0000828956", "assigned-sic": "7990", "irs-number": "954176781", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27399", "film-number": "97611277"}, "business-address": {"street1": "2 PARK PLAZA", "street2": "STE 470", "city": "IRVINE", "state": "CA", "zip": "92714", "phone": "7145533270"}, "mail-address": {"street1": "2 PARK PLAZA", "street2": "STE 470", "city": "IRVINE", "state": "CA", "zip": "92714"}, "former-company": [{"former-conformed-name": "PHILLIPS E N COMPANY", "date-changed": "19920703"}, {"former-conformed-name": "ROYAL CAPITAL CORP", "date-changed": "19891023"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              NUOASIS GAMING, INC.
             (Exact name of Registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   95-4176781
                        (IRS Employer Identification No.)

                2 Park Plaza, Suite 470, Irvine California 92714
          (Address of Principal Executive Offices, including ZIP Code)

Consulting or Employment Agreements with NuVen Advisors, Inc., Steven Dong, Fred
G. Luke, OTC  Communications,  Structure  America,  Inc., Archer & Weed, John D.
Desbrow, Paula Amanda, Norma McLean; and; Skjerven, Morril, MacPherson, Franklin
& Friel, L.L.P. (Full title of the plan)

       Joseph Monterosso, 2 Park Plaza, Suite 470, Irvine California 92614
                     (Name and address of agent for service)

                                 (714) 833-5382
          (Telephone number, including area code, of agent for service)

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         1
CALCULATION OF REGISTRATION FEE

                                                                                 Proposed
                                                         Proposed                 Maximum               Amount of
   Title of Securities          Amount of            Maximum Offering            Aggregate            Registration
    to be Registered              Shares            Price Per Share(1)       Offering Price(1)             Fee
                             to be Registered
------------------------     --------------------   ----------------------   ----------------------   -----------------
$.01 par value
Common Stock                             787,180                    $0.23               $184,987                 $63.79
$.01 par value
Common Stock                             237,500                    $0.23                $55,813                 $19.25
$.01 par value
Common Stock                             198,715                    $0.23                $46,698                 $16.10
$.01 par value
Common Stock                             365,605                    $0.23                $85,917                 $29.63
$.01 par value
Common Stock                           1,100,000                    $0.23               $258,500                 $89.14
$.01 par value
Common Stock                             131,470                    $0.23                $30,895                 $10.65
$.01 par value
Common stock                             102,030                    $0.23                $23,977                  $8.27
$.01 par value
Common Stock                              19,404                    $0.23                 $4,560                  $1.57
$.01 par value
Common Stock                              63,860                    $0.23                $15,007                  $5.17
$.01 par value
Common Stock                             703,540                    $0.23               $165,332                 $57.01
$.01 par value
Common stock
underlying options                       275,000                    $0.12                $33,000                 $11.37
$.01 par value
Common stock
underlying options                       275,000                    $0.12                $33,000                 $11.37
$.01 par value
Common stock
underlying options                     2,000,000                    $0.12               $240,000                 $82.72
$.01 par value
Common Stock
underlying options                     2,131,176                    $0.12               $255,741                 $88.14
$.01 par value
Common Stock
underlying options                     1,000,000                    $0.12               $120,000                 $41.36

                   TOTALS              9,390,480                       --             $1,553,428                $535.66
(1)      This  calculation  is made solely for the purposes of  determining  the
         registration  fee pursuant to the  provisions  of Rule 457(h) under the
         Securities Act and is calculated on the basis of either (a) the average
         of the high and low prices  per share of the Common  Stock as of a date
         within  five  business  days prior to the  filing of this  Registration
         Statement or (b) the price at which the options described herein may be
         exercised.

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         2
PROSPECTUS

              NUOASIS GAMING, INC. (formerly E.N. PHILLIPS COMPANY)
                2 Park Plaza, Suite 470, Irvine California 92614
                                 (714) 833-5382

                       (9,390,480 SHARES OF COMMON STOCK)

         This Prospectus relates to the offer and sale by NuOasis Gaming,  Inc.,
a  Delaware  corporation  (the  "Company"),  of shares of its $.01 par value per
share   common  stock  (the  "Common   Stock")  to  certain   consultants   (the
"Consultants")  pursuant to agreements  entered into between the Company and the
Consultants. The Company is registering hereunder and then issuing, upon receipt
of adequate  consideration  therefor, to the Consultants 3,709,304 shares of the
Common Stock in consideration for services rendered (the "Fee Shares") and to be
performed  under the  agreements  and  5,681,176  shares  underlying  options to
purchase Common Stock (the "Option Shares").

         The Common Stock is not subject to any restriction on  transferability.
Recipients  of shares  other than  persons who are  "affiliates"  of the Company
within the  meaning of the  Securities  Act of 1933 (the  "Act") may sell all or
part  of the  shares  in any  way  permitted  by  law,  including  sales  in the
over-the-counter  market at prices  prevailing  at the time of such sale. Of the
shares registered hereunder, 2,874,294 Fee Shares and 5,681,176 Option Shares of
Common  Stock are being sold to  "affiliates"  of the  Company.  An affiliate is
summarily,  any director,  executive  officer or controlling  shareholder of the
Company.  The "affiliates" of the Company may become subject to Section 16(b) of
the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  which
would limit their discretion in transferring the shares acquired in the Company.
If the Consultant  who is not now an  "affiliate"  becomes an "affiliate" of the
Company in the future, he would then be subject to Section 16(b) of the Exchange
Act. (See "General Information - Restrictions on Resales").

The Common Stock is listed on the OTC bulletin board under the symbol "NUOG".

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

                  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                  BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
                  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                  THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
                  A CRIMINAL OFFENSE.

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

                   The date of this Prospectus is May 12, 1997

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         1
This Prospectus is part of a Registration Statement which was filed and
became  effective under the Securities Act of 1933, as amended (the  "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (the
"Commission")  under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  Registration  Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

         A copy of any  document or part  thereof  incorporated  by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: NuOasis Gaming, Inc. 2
Park Plaza, Suite 470, Irvine California 92614 Telephone (714) 833-5382.

         The Company is subject to the  reporting  requirements  of the Exchange
Act and in accordance  therewith  files reports and other  information  with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other information filed by the Company under the Exchange Act may
be inspected  and copied at the public  reference  facilities  maintained by the
Commission  at 450 Fifth  Street,  N.W.  Washington  D.C.  20549.  Copies may be
obtained at the prescribed rates.

         No person has been  authorized to give any  information  or to make any
representation,  other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which the person  making  such is not  qualified  or to any person to whom it is
unlawful to make an offer or solicitation.

         Neither the  delivery of this  Prospectus  nor any sale made  hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         2
TABLE OF CONTENTS

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ......................6

ITEM 1. PLAN INFORMATION ..................................................6

   GENERAL INFORMATION ....................................................6

   The Company ............................................................6

   Purposes ...............................................................6

   Common Stock ...........................................................6

   The Consultants ........................................................6

   No Restrictions on Transfer ............................................6

   Tax Treatment to the Consultant ........................................6

   Tax Treatment to the Company ...........................................7

   Restrictions on Resales ................................................7

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION ............7

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION .......7

   Legal Opinion and Experts ..............................................8

   Indemnification of Officers and Directors ..............................8

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ........................8

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE ...........................8

ITEM 4. DESCRIPTION OF SECURITIES .........................................8

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL ............................9

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS ........................9

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED ...............................10

ITEM 8. EXHIBITS ..........................................................10

ITEM 9. UNDERTAKINGS ......................................................12

SIGNATURES ................................................................14

EXHIBIT INDEX .............................................................15

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         3
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information

GENERAL INFORMATION

The Company
         The Company has its principal executive offices at: 2 Park Plaza, Suite
470, Irvine California 92614 Telephone (714) 833-5382.

Purposes
         The Common Stock will be issued by the Company  pursuant to  agreements
entered into between the  Consultants  and the Company and approved by the Board
of Directors  of the Company  (the "Board of  Directors").  The  agreements  are
intended  to provide a method  whereby  the  Company  may be  stimulated  by the
personal  involvement  of the  Consultants in the Company's  future  prosperity,
thereby  advancing  the interests of the Company,  and all of its  shareholders.
Copies  of the  agreements  have been  filed as  exhibits  to this  Registration
Statement.

Common Stock
         The Board has authorized the issuance of up to 9,390,480  shares of the
Common  Stock  to  the  Consultants  upon  effectiveness  of  this  Registration
Statement.

The Consultants
         The  Consultants  have agreed to provide their  expertise and advice to
the Company on a non-exclusive  basis for the purpose of promoting the interests
of the Company.

No Restrictions on Transfer
         The  Consultants  will become the record and  beneficial  owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of  ownership,  including  the right to vote any  shares  awarded  and to
receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultant
         The Common Stock is not qualified  under Section 401(a) of the Internal
Revenue Code. The Consultant,  therefore,  will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs:  (a) the shares become freely  transferable,  or
(b) the  shares  cease  to be  subject  to a  substantial  risk  of  forfeiture.
Accordingly,  the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt  since there
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however, the Consultant receives shares of common stock pursuant to the exercise
of an option or options at an exercise  price below the fair market value of the
shares on the date of exercise,  the  difference  between the exercise price and
the fair  market  value of the  stock on the  date of  exercise  will be  deemed
ordinary  income for federal  income tax  purposes.  The  Consultant is urged to
consult  his tax  advisor  on  this  matter.  Further,  if any  recipient  is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         4
Tax Treatment to the Company
         The  amount  of  income  recognized  by  any  recipient   hereunder  in
accordance with the foregoing  discussion  will be an expense  deductible by the
Company for  federal  income tax  purposes  in the  taxable  year of the Company
during which the recipient recognizes income.

Restrictions on Resales
         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of Common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report on
Form 10-KSB for the year ended June 30,  1996,  filed  pursuant to Section 13 of
the  Exchange  Act,  (ii) any and all Forms  10-Q (or 10- QSB)  filed  under the
Securities or Exchange Act subsequent to any filed Form 10K (or 10-KSB), as well
as all other  reports  filed  under  Section  13 of the  Exchange  Act,  and the
Company's Form 8-K filing,  and (iii) its annual report, if any, to shareholders
delivered  pursuant to Rule 14a-3 of the Exchange Act. In addition,  all further
documents  filed by the  Company  pursuant  to  Section  13, 14, or 15(d) of the
Exchange  Act  prior  to the  termination  of this  offering  are  deemed  to be
incorporated  by reference into this Prospectus and to be a part hereof from the
date of filing.  All documents which when together,  constitute this Prospectus,
will be sent or given to  participants  by the  Registrant  as specified by Rule
428(b)(1) of the Securities Act.

Item 2.           Registrant Information and Employee Plan Annual Information

         A copy of any  document or part  thereof  incorporated  by reference in
this  Registration  Statement  but not  delivered  with this  Prospectus  or any
document  required to be delivered  pursuant to Rule 428(b) under the Securities
Act will be  furnished  without  charge upon written or oral  request.  Requests
should be addressed to: NuOasis  Gaming,  Inc. 2 Park Plaza,  Suite 470,  Irvine
California 92614 Telephone (714) 833-5382.

Legal Opinion and Experts
         Archer  &.  Weed  has  rendered  an  opinion  on  the  validity  of the
securities being registered. Archer & Weed is not an "affiliate" of the Company.
Archer & Weed will receive 164,337 shares registered herein.

         The  financial  statements  of NuOasis  Gaming,  Inc.  incorporated  by
reference in the  Company's  Annual Report (Form 10-KSB) for the year ended June
30, 1996 have been audited by Raimondo, Pettit & Glassman, independent auditors,
as  set  forth  in  their  report  incorporated  herein  by  reference  and  are
incorporated herein in reliance upon such report given upon the authority of the
firm as experts in auditing and accounting.

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         5
Indemnification of Officers and Directors
         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the  Company  has been  informed  that in the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

               (a) Registrant's latest Annual Report,  whether filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act;

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
          the  Exchange  Act since the end of the fiscal year  covered by annual
          report referred to in (a), above; and

               (c) The latest prospectus filed pursuant to Rule 424(b) under the
          Securities Act.

Item 4.           Description of Securities

         No  description  of the class of  securities  (i.e.  the $.01 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.           Interests of Named Experts and Counsel

         None.

Item 6.                    Indemnification of Directors and Officers

         Section  145  of the  Delaware  General  Corporation  Law  permits  the
indemnification  of  directors,  officers,  employees,  or agents of the Company
against expenses, including attorney's fees, actually and reasonably incurred by
such persons in connection with the defense of any action, suit or proceeding in
which such  person is a party by reason of his being or having  been a director,
officer, employee, or agent of the Company, or of any corporation,  partnership,
joint  venture,  trust or other  enterprise  in which he  served  as such at the
request of the Registrant,  provided that he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         6
corporation,  and with  respect  to any  criminalaction  or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful,  and provided further (if
corporation) that he shall not have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the  corporation  (unless the court
determines that indemnity would nevertheless be proper under the circumstances).
These  provisions  may be  sufficiently  broad to  indemnify  such  persons  for
liabilities  arising  under the  Securities  Act of 1933.  In addition,  Section
102(b)(7) of the Delaware General Corporation Law and the Company's  Certificate
of  Incorporation  provide  that a  director  of this  corporation  shall not be
personally  liable to the corporation or its  stockholders  for monetary damages
for breach of  fiduciary  duty as a director  except for  liability  (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a knowing  violation  of law;  (iii)  for  paying a  dividend  or
approving a stock repurchase in violation of Section 174 of the Delaware General
Corporation  Law; or (iv) for any transaction from which the director derived an
improper personal benefit.

         The  Company'   Certificate  of   Incorporation   and  By-Laws  contain
provisions  that no director  of the Company  shall be liable to the Company for
monetary damages for breach of fiduciary duty as a director involving any act or
omission of such director other than (i) for any breach of the  director's  duty
of loyalty to the  corporation or its  stockholders;  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law;  (iii)  in  respect  of  certain  unlawful  dividend  payments  or stock
redemptions or repurchases,  or (iv) for any transaction from which the director
derived an improper personal benefit.

         The effect of these  provisions  will be to eliminate the rights of the
Company and its stockholders (through  shareholders'  derivative suits on behalf
of the  Company) to recover  monetary  damages  against a director for breach of
fiduciary  duty as a director  (including  breaches  resulting from negligent or
grossly negligent behavior) except in the situations  described in clauses (i) -
(iv) of the proceeding sentence.

         These  provisions  will not affect the  validity of  injunctive  relief
against  directors  of the  Company  (although  such  relief  may not  always be
available  as a practical  matter)  nor will it limit  directors  liability  for
violations of federal securities laws.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

         (a) The  following  exhibits  are  filed  as part of this  registration
         statement  pursuant to Item 601 of Regulation S-K and are  specifically
         incorporated herein by this reference:

         Exhibit No.      Title

         1.               Not required.
         2.               Not required.
         3.               Not required.
         4.               Not applicable.
         5.               Opinion of Archer & Weed regarding the legality of the
                          securities registered.
         6.               Not required.

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         7
7.               Not required.
         8.               Not required.
         9.               Not required.
         10.              A.        Consulting  Agreement  with  NuVen Advisors,
                                    Inc.(1)
                          B.        Consulting Agreement with Steven H.  Dong
                                    (2)
                          C.        Employment Agreement with Fred G.  Luke (1)
                          D.        Consulting Agreement with OTC Communications
                                    (3)
                          E.        Consulting Agreement with Structure America,
                                    Inc.(2)
                          F.        Fee Agreement with Archer & Weed (4)
                          G.        Consulting Agreement with John D.  Desbrow
                                    (2)
                          H.        Fee Agreement with Skjerven, Morrill,
                                    MacPherson, Franklin & Freil, L.L.P.
                          I.        Consulting Agreement with Paula Amanda
                          J.        Consulting Agreement with Norma McLean
         11.              Not required.
         12.              Not required.
         13.              Not required.
         14.              Not required.
         15.              Not required.
         16.              Not required.
         17.              Not required.
         18.              Not required.
         19.              Not required.
         20.              Not required.
         21.              Not required.
         22.              Not required.
         23.              Not required.
         24.1             Consent   of   Archer   &  Weed,  special  counsel  to
                          registrant,  to the use of his opinion with respect to
                          the legality of the securities being registered hereby
                          and  to  the references to him in the Prospectus filed
                          as a part hereof.
         24.2             Consent of Raimondo, Pettit & Glassman
         25.              Not applicable.
         26.              Not applicable.
         27.              Not applicable.
         28.              Not applicable.
         29.              Not applicable.
         ------------------------------------------

(1)  Previously filed by the Registrant on January 18, 1996 in its Annual Report
     on Form 10KSB for the fiscal year ended September 30, 1995.

(2)  Previously  filed by the  Registrant  on  November  22,  1996 in its Annual
     Report on Form 10KSB for the fiscal year ended June 30, 1996.

(3)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed December 7, 1994, File No. 33-87102.

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         8
(4)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed May 3, 1995, File No. 33-91862.

Item 9.           Undertakings

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the payment by  registrant  of expenses
incurred or paid by a director,  officer or controlling  person of registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

         Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement to:

                    (i)  include any  prospectus  required by Section 10 (a) (3)
                         of the Securities Act;

                    (ii) reflect in the  prospectus  any facts or events arising
                         after the effective date of the registration  statement
                         (or the most recent  post-effective  amendment thereof)
                         which,  individually or in the aggregate,  represents a
                         fundamental  change in the information set forth in the
                         registration statement; and

                    (iii)include any  material  information  with respect to the
                         plan of  distribution  not previously  disclosed in the
                         registration  statement or any material  change to such
                         information in the registration statement.

                  provided,  however, paragraphs (i) and (ii) shall not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those paragraph is incorporated by reference from
                  period reports filed by the registrant  small business  issuer
                  under the Exchange Act.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities   Act,   each   post-effective   amendment  to  the
                  registration   statement   shall  be   deemed   to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein and the offering of such securities at that time shall
                  be deemed to be the initial bona fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

         (4)      To deliver or cause to be delivered  with the  prospectus,  to
                  each  person  to whom the  prospectus  is sent or  given,  the
                  latest annual report to security  holders that is incorporated
                  by reference in the prospectus  and furnished  pursuant to and
                  meeting the requirements of Rule 14a-3 or Rule 14e-3 under the
                  Securities  Exchange Act of 1934; and, where interim financial
                  information require to be presented by Article 3 of Regulation
                  S-X is not set forth in the prospectus,  to deliver,  or cause

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                         9
to be delivered to each person to whom the prospectus is  sent
                  or   given,   the    latest    quarterly    report   that   is
                  specifically  incorporated  by reference in the  prospectus to
                  provide such interim financial information.

         Registrant  hereby  undertakes  that, for purposes of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                        10
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized  in the City of Irvine,  State of California on the 12th day of May ,
1997.

                                        NUOASIS GAMING, INC.
                                        (Registrant)

                                        By:  /s/  Joe Monterosso
                                             ----------------------------------
                                                  Joe Monterosso,
                                                  President and Director

                                        By:  /s/  Fred G. Luke
                                             ----------------------------------
                                                  Fred G. Luke, Director

                                        By:  /s/  Paula Amanda
                                             ----------------------------------
                                                  Paula Amanda, Director

         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

          Signatures               Title                         Date
          -------------------      ------------------------      ------------

          /s/  Joe Monterosso      President and Director        May 12, 1997
               --------------      
               Joe Monterosso

          /s/  Steven H. Dong      Chief Financial Officer       May 12, 1997
               --------------      and Principal Accounting      
               Steven H. Dong      Officer

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                        12
FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically  incorporated herein
by this reference:

     Exhibit
    Number in
   Registration
    Statement       Description
   ------------     -----------------------------------------------------------

        5.          Opinion of Counsel

       10.          A. Consulting Agreement with NuVen Advisors, Inc.(1)

                    B. Consulting Agreement with Steven H.  Dong (2)

                    C. Employee Agreement with Fred G.  Luke (1)

                    D. Consulting Agreement with OTC Communications (3)

                    E. Consulting Agreement with Structure America, Inc.(2)

                    F. Fee Agreement with Archer & Weed (4)

                    G. Consulting Agreement with John D.  Desbrow (2)

                    H. Fee   Agreement   with   Skjerven,  Morrill,  MacPherson,
                       Franklin & Freil, L.L.P

                    I. Consulting Agreement with Paula Amanda

                    J. Consulting Agreement with Norma McLean

       24.1         Consent of Richard O. Weed to Use of Opinion

       24.2         Consent of Raimondo Pettit & Glassman
-------------------------------------------------------------------------------

(1)  Previously filed by the Registrant on January 18, 1996 in its Annual Report
     on Form 10KSB for the fiscal year ended September 30, 1995.

(2)  Previously  filed by the  Registrant  on  November  22,  1996 in its Annual
     Report on Form 10KSB for the fiscal year ended June 30, 1996.

(3)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed December 7, 1994, File No. 33-87102.

(4)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed May 3, 1995, File No. 33-91862.

                                                        [NUOGAM\FS8:MAY97.FS8]-3

                                                        13