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 95-4176781
                 (State or other jurisdiction of (IRS Employer
               incorporation or organization) Identification No.)


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


                     Employment Agreement with Fred G. Luke
                            (Full title of the plan)


         Fred G. Luke, 2 Park Plaza, Suite 470, Irvine California 92714
                     (Name and address of agent for service)


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



                                                      [NUOGAM\FS8:APRIL96.FS8]-3


<PAGE>



                                         CALCULATION  OF REGISTRATION  FEE

<TABLE>
<CAPTION>


                                                                                 Proposed
  Title of Securities                                   Proposed                 Maximum               Amount of
   to be Registered         Amount of Shares         Maximum Offering            Aggregate            Registration
    $.01 par value          to be Registered        Price Per Share(1)       Offering Price(1)             Fee
    --------------          ----------------        ------------------       -----------------             ---
  <S>                       <C>                     <C>                      <C>                      <C>

Common Stock                    868,824                    $0.14               $121,635                 $41.94

                 TOTALS         868,824                      N/A               $121,635                $100.00

</TABLE>





Total No. of Pages: 42                            Exhibit Index on Page No.: 28
















































     (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.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3


<PAGE>



                               REOFFER PROSPECTUS

              NUOASIS GAMING, INC. (formerly E.N. PHILLIPS COMPANY)
                2 Park Plaza, Suite 470, Irvine California 92714
                                 (714) 833-5382

                        (868,824 SHARES OF COMMON STOCK)

     The shares of Common Stock, $.01 par value (the "Common Stock"), of NuOasis
Gaming,  Inc.  hereby are being  offered by Fred G. Luke,  the holder of 868,824
shares of Common Stock  (collectively,  the  "Shares")  which were issued to the
holder pursuant to the exercise of an option granted in an Employment  Agreement
between the holder and NuOasis Gaming,  Inc. (the "Company").  The holder of the
Shares is  referred  to herein as the  "Selling  Securityholder."  All  proceeds
received  from the sale of the Shares  will accrue to the benefit of the Selling
Securityholder and not to the Company.

                    AN INVESTMENT IN THE SHARES IS EXTREMELY
                        SPECULATIVE. SEE "RISK FACTORS."

     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.  The
Selling  Securityholder  is an  "affiliate"  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.
However,  Section  16(b)  contains an  exemption  for the  purchase  and sale of
securities  acquired  upon  exercise  of an  option  (See  "General  Information
Restrictions on Resales").

     The  Shares  will  be  offered  by  the  Selling   Securityholder   through
underwriters,  dealers or brokers in the over-the-counter market. The Shares may
also be sold in privately  negotiated  transactions.  Sales through  dealers and
brokers  will be made  with  customary  commissions  being  paid by the  Selling
Securityholder.  Payments to persons assisting the Selling  Securityholder  with
respect  to  privately   negotiated   transactions   will  be  negotiated  on  a
transaction-by-transaction  basis.  See  "Plan of  Distribution".  The  expenses
related  to the filing of the  registration  statement  to which  this  offering
relates are being paid by the Company, although any commissions and/or discounts
will be paid by the Selling  Securityholder.  The Common  Stock is listed on the
OTC Bulletin  Board  ("OTCBB")  under the symbol  "NUOG".  On April 30, 1996 the
closing bid price of the Common Stock was $.14 as reported by the OTCBB.
                                                 ----------------
             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 REOFFER PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.
                                ----------------
              The date of this Reoffer Prospectus is April 30, 1996

                                                      [NUOGAM\FS8:APRIL96.FS8]-3


<PAGE>



     This Reoffer 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
Reoffer  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 Reoffer  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 92714 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. In addition, the Common Stock is quoted on the
automated quotation system maintained by the National  Association of Securities
Dealers,  Inc.  ("NASD");  thus,  copies  of these  reports,  proxy  statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K. Street, N.W.  Washington,  D.C. 20549. No person has been
authorized to give any  information  or to make any  representation,  other than
those  contained in this Reoffer  Prospectus,  and, if given or made, such other
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Reoffer  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  Reoffer
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:APRIL96.FS8]-3

                                        2

<PAGE>



                           REOFFER PROSPECTUS SUMMARY

     This  summary is qualified  in its  entirety by the other  information  and
documents incorporated by reference in the Reoffer Prospectus.

Business of the Company

Ba-Mak Gaming International, Inc.

     At September  30, 1994,  Ba-Mak Gaming  International  Inc.  ("Ba-Mak"),  a
wholly-owned  subsidiary of the Company,  had  agreements  with five  charitable
gaming  establishments  in New  Orleans at which 140 video bingo  machines  were
operating.  Ba-Mak  recognized as gaming  revenues the gross funds  deposited in
video bingo machines. Ba-Mak realized gross profits, or "net win" as represented
by the difference  between gross funds  deposited into the machines and payments
to customers.  Ba-Mak realized net operating profits by way of the percentage of
the net win after payments to the charitable organizations,  the location owners
and the State of Louisiana for gaming taxes.  On October 28, 1994,  Ba-Mak filed
for  protection  under  Chapter 11 of the U.S.  Bankruptcy  Code in the  Eastern
District  of  Louisiana.  As of the date of this  Reoffer  Prospectus,  Ba-Mak's
operations had ceased following the bankruptcy court's conversion in April, 1995
of its Chapter 11 proceeding into a proceeding under Chapter 7 of the Bankruptcy
Code.  The Chapter 7 Trustee took  possession of Ba-Mak's  assets and liquidated
such assets for the benefit of Ba-Mak's  bankruptcy  estate. As such, all gaming
operations at Ba-Mak ceased and accordingly,  Ba-Mak has been accounted for as a
disposition of an investment. Total gaming revenues from Ba-Mak are not expected
to recur in future years due to the Chapter 7 bankruptcy. As of the date of this
Reoffer  Prospectus,  the Company is not actively engaged in any domestic gaming
operations or any revenue generating operations.

Casino Management of America, Inc.

         Option to acquire indirect interest in Eagle Gaming, L.P.

          The Horseshoe Casino,  located in Black Hawk, Colorado,  was partially
          finished in March,  1993 when the prior  management  of the  Company's
          controlling  shareholder,  Nona Morelli's II, Inc. ("Nona"),  made its
          decision to raise funds to loan to the owners of the  partially  built
          casino  property for completion of  construction.  Construction of the
          property  was  completed  in  December,  1993  and the  owners  of the
          property and other parties formed a limited partnership, Eagle Gaming,
          L.P.  ("Eagle")  into which the Horseshoe  Casino and a second casino,
          the Glory Hole Casino in Cripple Creek, Colorado ("Glory Hole Casino")
          were contributed. The investment was made through MDM Gaming Partners,
          L.P., a Colorado limited  partnership  ("MDM Gaming").  CMA became the
          general  partner of MDM in  September,  1993. In December,  1993,  MDM
          Gaming and CMA received an option to acquire a 6.4%  interest in Eagle
          which owns and operates a 98% interest in the Horseshoe Casino and

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                        3

<PAGE>




          the  Glory  Hole  Casino.  Eagle  owns  98%  of  Central  City  Gaming
          Investors,  L.L.C.  which in turn owns the Glory  Hole  Casino and the
          Horseshoe  Casino.  As of March 31,  1994,  the Glory Hole  Casino had
          15.63% of the slot machines in Central City and 20.91 % of the Central
          City slot net win. The Horseshoe Casino in turn owns the 46,000 square
          feet of Harrah's Black Hawk Casino in Black Hawk, Colorado. The option
          exercise price was  $1,050,000,  subject to certain  adjustments.  The
          option was received in  connection  with the repayment of MDM Gaming's
          loan to the prior owner of the Horseshoe Casino.  MDM Gaming dissolved
          in fiscal year 1994 and  distributed its option to CMA. The Option was
          written off as an asset as of September 30, 1994, due to uncertainties
          in  obtaining  the  necessary  state  regulatory  approval  to  permit
          exercise  of the Option.  On December  19,  1994,  the Option  expired
          unexercised.  $215,000  Receivable - Bobby Womack's  Saloon and Gaming
          Parlor At September 30, 1994, CMA had litigation  pending  against the
          entity owning and principals controlling the Bobby Womack's Saloon and
          Gaming Parlor in Cripple Creek, Colorado ("Bobby Womack's") to recover
          $215,000   previously   advanced   by  Nona  to  Bobby   Womack's   in
          contemplation  of the acquisition of Bobby Womack's.  At September 30,
          1994, the $215,000 was classified as a receivable subject to a reserve
          for collection of approximately  $35,000.  In October,  1994, $187,000
          was paid by Defendants to settle CMA's suit.  $400,000 Receivable Star
          Casino  CMA is  seeking  to  recover  a  $400,000  stock  subscription
          receivable  assigned to it by Nona. The funds due CMA were diverted by
          Nona's  former  President  to  agents  of  Bachik  Enterprises,   Inc.
          ("Bachik") for the purpose of applying the funds to the acquisition of
          an interest in a  non-operating  11,000  square foot casino in Cripple
          Creek,  Colorado  known as the Star of Cripple Creek ("Star  Casino").
          Litigation  on  behalf  of CMA has  been  instituted  to  recover  the
          $400,000 plus interest and costs from the responsible parties. CMA has
          requested a Colorado court to impose a constructive  trust against the
          casino  property and the  operating  profits if the  receivable is not
          paid in full.  CMA  intends to  request a Colorado  court to appoint a
          receiver for the Casino until the  $400,000  plus accrued  interest is
          returned to CMA. As of September 30, 1994, the $400,000 was classified
          as a receivable, net of a reserve for collection of $400,000.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                        4

<PAGE>



          Mississippi Rose, Inc.

          In April,  1993,  former management of Nona advanced funds due Nona to
          Mississippi Rose, Inc., a Colorado corporation  ("Mississippi Rose") a
          corporation formed by the principals of Chrysore,  Inc., the operators
          of Bobby Womack's, and others, to develop the Whiskey Island Casino, a
          proposed  dockside  riverboat  casino  to  be  located  alongside  the
          Mississippi  River in Tunica County,  Mississippi.  At the time of the
          advances the Whiskey Island Casino development costs were projected to
          exceed  $25,000,000 and the financing  required to develop the Whiskey
          Island Casino was contingent  upon the approval of Mississippi  Rose's
          application for a gaming license in Mississippi.  In fiscal year 1994,
          Nona  assigned  its  investment  in  Mississippi  Rose to CMA.  Nona's
          expenses for research and development  costs,  architectural  fees and
          funds  contributed to Mississippi Rose for working capital  constitute
          CMA's  investment in Mississippi  Rose.  Neither Nona nor CMA controls
          Mississippi  Rose.  The  investment  in  Mississippi  Rose  was  fully
          reserved  as  of  September  30,  1994  given  the  assertion  of  the
          principals  of  Mississippi  Rose  that the  funds  advanced  had been
          forfeited and the need for litigation to pursue the investment and the
          uncertain  recoverability  of the  investment.  Native American Indian
          Reservations.  In fiscal year 1994, CMA entered into letters of intent
          related to the construction, lease and management of gaming facilities
          on Native American Indian reservations located in California, Arizona,
          and  Montana.  As  envisioned  by each  such  letter  of  intent,  CMA
          anticipated  providing  the funds to  build,  furnish  and equip  each
          proposed  casino and to provide  casino  management  in  exchange  for
          recoupment of investment and continuing  management  fees from the net
          operating  profits  of each  facility.  Two  letters  of  intent  were
          executed;  however,  both have since  expired,  as of the date of this
          Reoffer Prospectus. There are no other letters of intent executed. Due
          to the regulation issues related to North American Indian gaming,  CMA
          does not  intend to  pursue  any  domestic  gaming  activities  in the
          future.

NuOasis Las Vegas, Inc. and NuOasis Laughlin, Inc.

     Neither  NuOasis  Las  Vegas,  Inc.  nor  NuOasis   Laughlin,   Inc.,  both
wholly-owned  subsidiaries  of CMA,  had any  operations  as of the date of this
Reoffer  Prospectus.  NuOasis  Las Vegas,  Inc.  was  formed for the  purpose of
acquiring  gaming assets in the  metropolitan  Las Vegas,  Nevada area.  NuOasis
Laughlin,  Inc.  was formed for the purpose of  acquiring  gaming  assets in the
Laughlin,  Nevada area.  Negotiations  by each of these  subsidiaries to acquire
certain gaming assets have reached an impasse.  Each of the subsidiaries  intend
to pursue other gaming assets in their respective geographical segments.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                        5

<PAGE>



Patents, Trademarks and Licenses

     The Company's prior domestic gaming  activities did not rely on any patents
and trademarks, but were subject to gaming licenses, food and beverages licenses
and other permits which were regulated,  issued and controlled by the respective
state regulatory  agencies.  The Company continues to analyze prospective casino
properties  and projects  with the goal of achieving the highest and best use of
its working capital.

Customer Dependence

     The  Company  is  not  now  dependent  on any  major  customers.  Prior  to
conversion to Chapter 7 liquidation, Ba-Mak was dependent on machine play by the
general public in Louisiana.

Competition

     The Company  competes  with other gaming  companies  for  opportunities  to
acquire legal gaming sites in emerging  gaming  jurisdictions.  NuOasis  expects
many competitors to enter new jurisdictions  that authorize gaming,  some of who
may have more  personnel  and greater  financial  and other  resources  than the
Company.

Government Regulation

     Distribution and route operations of gaming machines in both the non-profit
and commercial gaming sectors are subject to extensive and complex  governmental
regulation and control under  federal,  state and local law. With respect to the
Company's  domestic  gaming  activities,  casino  gaming in the United States is
highly  regulated.  Owners and  operators  of casinos  must be  licensed  by the
various state gaming  commissions and must provide detailed  financial and other
reports.  Additionally,  some of the  states  who have just  recently  legalized
gaming,  have  experienced  unexpected  internal changes and modification of the
rules and  regulations,  all of which has  served  to delay  and  impede  gaming
applications  filed  by  prospective  gaming  operators.  Changes  in  laws  and
regulations may limit or otherwise materially affect types of gaming that may be
conducted in these new  jurisdictions.  Any such  changes  might have an adverse
affect on the activities and proposed  activities of the Company.  To the extent
that the Company  utilizes  certain of its assets to make  investments  in other
gaming companies,  one or all companies may be required to submit  applications,
since any holder of more than ten percent  (10%) of the common stock of a gaming
entity must be found suitable.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                        6

<PAGE>



Research and Development Costs

     No amounts  have been  spent  during  each of the last two fiscal  years on
research and development.

Employees

     During fiscal 1995,  Ba-Mak employed 4 full time employees and 10 part time
employees.  All  employees  were  located in  Louisiana.  Neither  CMA,  NuOasis
Laughlin nor NuOasis Las Vegas have any employees. The officers and directors of
NuOasis render services as independent contractors pursuant to either Employment
or Consulting Agreements with the Company.

Securities Being Offered

     The Selling  Securityholder is offering to the public 868,824 shares of the
Company's  Common Stock issued to him in February,  1996 in connection  with the
exercise of an option  granted in an Employment  Agreement  entered into between
the Selling Securityholder and the Company.

Plan of Distribution

     Pursuant to this Reoffer  Prospectus,  the Selling  Securityholder may from
time to time  offer all or any  portion  of the  Shares in the  over-the-counter
market through underwriters,  dealers or brokers or in independently  negotiated
transactions.  At the date of this Reoffer  Prospectus,  taking into account the
issuance  of  the  Shares  to  the  Selling  Securityholder,   the  Company  had
approximately 30,000,000 shares of Common Stock outstanding.  The Shares offered
hereby  represent  approximately  2.9% of the  Company's  outstanding  shares of
Common Stock. The Company will not receive any proceeds from this offering.  See
"Plan of Distribution."


                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                        7

<PAGE>


                                  RISK FACTORS

     The  securities  offered  hereby  are  highly  speculative  and  should  be
purchased  only by persons who can afford the loss of their  entire  investment.
Prospective  investors  should  consider  carefully,  among other  factors,  the
following risks associated with an investment in the Shares:

Going Concern

     The Company  has  experienced  recurring  net  losses,  has limited  liquid
resources,  negative  working capital and its primary  operating  subsidiary was
liquidated  during  fiscal 1995.  Management's  intent is to keep  searching for
additional sources of capital and new operating  opportunities.  In the interim,
the Company will keep  operating  with minimal  overhead and key  administrative
functions will be provided by Nona.  Such  conditions  raise  substantial  doubt
about the  Company's  ability  to  continue  as a going  concern.  As such,  the
Company's  independent  accountants  have  modified  their  report to include an
explanatory  paragraph with respect to the  uncertainty.  The audited  financial
statements  for  fiscal  years  1995 and 1994  have  been  presented  under  the
assumption the Company would continue as a going concern.

Lack of Gaming Industry Operations; Operational Losses

     The Company  has  recognized  substantial  net losses  since its  inception
through the date of this Reoffer  Prospectus and anticipates losses for the next
fiscal year.  Net losses for the quarter ended  December 31, 1995,  and the year
ended September 30, 1995, were $373,539 and  $1,096,705,  respectively,  and the
Stockholders'  deficiency  as of December  31, 1995 and  September  30, 1995 was
$476,362 and  $302,823,  respectively.  Given the Chapter 11  bankruptcy  of the
Company's gaming  subsidiary  Ba-Mak and subsequent  conversion to Chapter 7 and
resulting  discontinuance of Ba-Mak,  the Company is not actively engaged in any
domestic  gaming  operations  nor does the Company  have any  revenue  producing
operations.  As such prior  gaming  revenues are not expected to recur in future
years. The Company's historical  financial  information is not indicative of the
Company's  future  financial  condition.  No assurance  can be given that future
gaming or other operations will result in significant revenues or profits in the
future.

Negative Cash Flow

     The  Company  currently  has  insufficient  revenues  to meet  its  current
operating costs and is operating at a cash flow deficit of approximately $30,000
per month.  Company  management  estimates  that,  at the  present  rate of cash
expenditures, assuming no revenue growth, no purchases of capital assets, and no
exercise of options and/or  Warrants,  the present cash resources of the Company
may be fully utilized.  If revenues are not increased or a new source of cash is
not  found  by  that  date,  the  Company  will  experience   severe   financial
difficulties.

Shares Available for Resale Under Rule 144

     With  the  exception  of the  restricted  shares  offered  by  the  Selling
Securityholder  in this  Reoffer  Prospectus,  as of the  date  of this  filing,
approximately 43% of the Company's presently outstanding shares were "restricted
securities,  " and in the future may be sold only upon  compliance with Rule 144
adopted  under the  Securities  Act of 1933, as amended.  Rule 144 provides,  in
essence,  that  a  person  (including  a  group  of  persons  whose  shares  are
aggregated)  who has  satisfied a two-year  holding  period for such  restricted
securities may sell within any three-month period, under certain  circumstances,
an amount of restricted securities which does not exceed the greater of one


                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                        8

<PAGE>




percent of the Company's  outstanding Common Stock or the average weekly trading
volume  during  four  calendar  weeks  prior to such sale.  Persons  who are not
affiliated with the Company and who have held their restricted securities for at
least three years are not subject to the  quantity  and certain  limitations  on
sales rules. A sale of shares by current stockholders,  whether pursuant to Rule
144 or  otherwise,  may have a  depressing  effect  upon the price of the Common
Stock in any market that might  develop.  To the extent that these  shares enter
the market, the value of the Common Stock in the over-the-counter  market may be
reduced.

Disposal of Ba-Mak Gaming International, Inc.

     The former  operations  of the  Company's  gaming  subsidiary  have  ceased
following  the  conversion  of  Chapter  11  proceedings  to Chapter 7 under the
Bankruptcy Code.

     On April  5,  1995,  the  United  States  Trustee  filed a motion  with the
Bankruptcy Court to convert the Chapter 11 proceeding to Chapter 7. On April 21,
1995, the  Bankruptcy  Court granted the motion due in part to the withdrawal of
Ba-Mak's  bankruptcy  counsel and the  resignation of the employee of Ba-Mak who
had been  designated  as the person  licensed on behalf of Ba-Mak in  accordance
with the rules and  regulations of the Division of Charitable  Gaming Control of
the State of Louisiana.

     As of the date of this Reoffer  Prospectus,  Ba-Mak's operations had ceased
following  the  bankruptcy  court's  conversion in April 1995, of its Chapter 11
proceeding into a proceeding under Chapter 7 of the Bankruptcy Code. Since April
1995,  the Chapter 7 Trustee has liquidated  Ba-Mak's  assets for the benefit of
Ba-Mak's bankruptcy estate. All but 35 of the video bingo machines were returned
to the machine vendor in  satisfaction  of its secured  claim.  The remaining 35
machines and Ba-Mak's office equipment were sold by the Trustee. The Company has
filed a Proof of Claim with the Bankruptcy Court for the  intercompany  advances
made to  Ba-Mak.  As of the  date  of this  Reoffer  Prospectus,  the  Trustee's
administration  of the  bankruptcy  estate  is  ongoing.  Due to the  amount  of
priority creditor claims filed in Ba-Mak's estate and the amount received by the
Trustee,  the Company does not  anticipate  receiving any sums on its Claim.  As
such, all gaming  operations at Ba-Mak ceased and  accordingly,  Ba-Mak has been
accounted  for as a disposition  of an  investment.  Total gaming  revenues from
Ba-Mak  are  not  expected  to  recur  in  future  years  due to the  Chapter  7
bankruptcy.  The  Company  is  not  actively  engaged  in  any  domestic  gaming
operations.

No Control Over Future Company Operations

     As the  management of the Company is vested in its Board of Directors,  the
investors  will have no control  over the types of  businesses  the  Company may
pursue, acquire or operate. As of the date of this Reoffer Prospectus,  any such
future business acquisitions or operations are unknown.

Limited Public Market, Possible Volatility of Stock Price

     There is currently a limited public market for the Company's  Common Stock,
which is quoted on the OTC Bulletin Board. The Company has a limited "float" for
its shares and companies in a similar stage of  development  as the Company have
experienced  significant  volatility in the market price of their shares.  Price
quotations reflect  inter-dealer  prices,  without retail mark-up,  mark-down or
commission and may not necessarily represent actual transactions.


                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                        9

<PAGE>



No Assurance of Dividends

     There is no  assurance  that any  dividends  will be paid on the  Company's
Common Stock. Dividend payments on Common Stock will be at the discretion of the
Company's Board of Directors and will depend on the Company's  future  earnings,
operating and financial condition and capital  requirements,  as well as general
business  conditions.  Applicable corporate laws of the States of California and
of Delaware  allow the  declaration  and payment of dividends only to the extent
that the Company has  sufficient  retained  earnings or meets other  tests.  The
Company has not paid any dividends on its Common Stock and currently  intends to
retain any future  earnings for use in its  business.  Dividends may be declared
and paid upon Common Stock in any fiscal year of the Company only if all accrued
dividends upon all shares of 14% Preferred Stock have been paid.  Therefore,  no
dividends  will be  declared  on its  Common  Stock in the  foreseeable  future.
Accrued  dividends  on the 14%  Preferred  Stock  as of  December  31,  1995 are
$122,525.

Conflicts of Interest

     The  Directors  and officers of the Company are  directors  and officers of
other affiliated and unaffiliated companies as follows:

     Fred G. Luke. Mr. Fred Luke has been a Director,  Chairman and President of
the Company  since March 30, 1994. In addition to his position with the Company,
Mr.  Luke  currently  serves as  Chairman  and Chief  Executive  Officer  of the
Company's  Parent  Company,  Nona,  as well as Chairman  and  President of NuVen
Advisors,  Inc.,  ("NuVen  Advisors")  formerly New World  Capital,  Inc.  ("New
World"),  President and Director of The Toen Group, Inc. ("Toen"),  President of
Hart  Industries,  Inc.  ("Hart"),  Chairman and President of Diversified Land &
Exploration Co. ("DL&E").  DL&E is a former publicly traded independent  natural
resource  development  company  engaged  in  domestic  oil and gas  exploration,
development  and production.  Prior to 1995, DL&E was a 90% owned  subsidiary of
Basic Natural Resources,  Inc. ("BNR").  Both Hart and Toen are public companies
which were formerly traded on Nasdaq or the OTC Bulletin Board. Neither Hart nor
Toen have ongoing  operations.  Nona is a publicly traded (OTC:  Bulletin Board)
diversified  holding company with overseas gaming and domestic pasta  production
subsidiaries, in addition to NuOasis Gaming. NuVen Advisors provides managerial,
acquisition  and  administrative   services  to  public  and  private  companies
including  Nona,  NuOasis  Gaming,  Hart  and  Toen.  NuVen  Advisors,  which is
controlled by Fred G. Luke, as Trustee of the Luke Family Trust, is an affiliate
of both Nona and NuOasis  Gaming.  NuVen Advisors is a stockholder of Hart, DL&E
and Nona, and provides  management,  general and  administrative  services,  and
merger and  acquisition  services to Hart, DL&E and Nona pursuant to independent
Advisory and Management Agreements.  Mr. Luke also served from 1973 through 1985
as  President  of American  Energy  Corporation,  a  privately  held oil and gas
company involved in the operation of domestic oil and gas properties.  From 1970
through  1985 Mr.  Luke served as an officer and  Director of Eurasia,  Inc.,  a
private  equipment  leasing  company   specializing  in  oil  and  gas  industry
equipment.  Mr.  Luke  received a Bachelor of Arts  Degree in  Mathematics  from
California State University, San Jose in 1969.

     John D.  Desbrow.  Mr. John D.  Desbrow has been  Secretary  of the Company
since  March 30,  1994.  Mr.  Desbrow is also a Director  and  Secretary  of the
Company's Parent company,  Nona. Mr. Desbrow has also been serving as a Director
and  Secretary of Hart since July 31, 1993.  Mr.  Desbrow has been a director of
Toen since September 28, 1994.


                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       10

<PAGE>


     Steven H. Dong.  Mr. Dong is Chief  Financial  Officer of the Company.  Mr.
Dong replaced  Kenneth R. O'Neal who resigned as the Companys'  Chief  Financial
Officer and as a Director  effective  July 16, 1995. In addition to his position
with the Company,  Mr. Dong currently serves as Chief Financial Officer of Nona,
Hart, Toen and NuVen Advisors.

     Because of their other  relationships,  the officers  and  directors of the
Company  may have  conflicts  of  interest  with the  Company  which may have an
adverse effect upon the  operations of the Company.  Each of the officers of the
Company are  officers of Nona and in the event of a dispute  between the Company
and Nona, the officers may not be able to exercise independent judgment.

Control of the Company by Nona Morelli's II, Inc.

     As of the date of this Reoffer  Prospectus,  Nona  Morelli's II, Inc. holds
40.2% of the Company's  voting  securities.  Inasmuch as there are no cumulative
voting  rights and  directors  are elected by majority  vote,  depending  on the
results of shareholder votes Nona Morelli's II, Inc. may be able to elect all of
the directors and therefore control the affairs of the Company.

Need for Additional Authorized Shares

     The Company has no unissued  authorized  common  shares  available  for the
exercise of Warrants or options or the  conversion  of Preferred  Shares.  Until
shareholder  approval for the Amendment of the Certificate of  Incorporation  is
obtained,  any  outstanding  options and warrants  may not be  exercised  and no
proceeds  obtained  by the  Company.  A  proposal  to  authorize  an  additional
70,000,000  shares is being submitted to the shareholders  for approval.  If the
proposal is not passed, the Company will be unable to raise equity capital.

                                 USE OF PROCEEDS

     The Company  will not receive any  proceeds  from the sale of any Shares by
the Selling Securityholder.

                              PLAN OF DISTRIBUTION

Sale of Shares by Selling Securityholder

     The Company  has been  advised by the  Selling  Securityholder  that he may
offer the  Shares  for sale at any time or from time to time.  Such sales may be
made in the over-the-counter  market, or in privately  negotiated  transactions.
Sales of Shares in the over-the-counter market may be by means of one or more of
the  following:  (a) a block trade in which a broker or dealer  will  attempt to
sell the Shares as agent but may  position  and resell a portion of the block as
principal to facilitate the transaction;  (b) purchases by a dealer as principal
and resale by such dealer for its account  pursuant to this Reoffer  Prospectus;
and (c) ordinary  brokerage  transactions  and  transactions in which the broker
solicits  purchasers.  In  effecting  sales,  brokers or dealers  engaged by the
Selling Securityholder may arrange for other brokers or dealers to participate.

     The Selling  Securityholder  has  advised  the Company  that he has made no
agreement or arrangements  with any  underwriters,  brokers or dealers regarding
the resale of the Shares  prior to the date of this Reoffer  Prospectus.  Shares
may  be  sold  from  time  to  time  to  purchasers   directly  by  the  Selling
Securityholder.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       11

<PAGE>


Alternatively,   subject  to  the  overriding   requirements  of  Rule  144,  if
applicable,  the Selling  Securityholder  may from time to time offer the Shares
through  underwriters,  dealers or agents,  who may receive  compensation in the
form of discounts and commissions. Such compensation,  which may be in excess of
ordinary brokerage commissions, may be paid by the Selling Securityholder and/or
the purchasers of the Shares for whom such  underwriters,  dealers or agents may
act. The Selling  Securityholder  and any dealers or agents that  participate in
the distribution of the Shares may be deemed to be  "underwriters" as defined in
the 1933 Act and any profit on the sale of the Shares by them and any discounts,
commissions  or  concessions  received  by any such  dealers or agents  might be
deemed to be underwriting discounts and commissions under the 1933 Act.

     Shares may be sold from time to time in one or more transactions at a fixed
offering  price,  which may be changed,  or at varying prices  determined at the
time of sale or at negotiated prices.

     The Company will pay all of the expenses  incident to the offering and sale
of  the  Shares  to  the  public  other  than   commissions   and  discounts  of
underwriters, dealers or agents, if any.

     If the Company is notified by the Selling  Securityholder that any material
arrangement  has been entered into with an underwriter  for the sale of Shares a
supplemental  Reoffer Prospectus will be filed, if required,  disclosing such of
the following information as the Company believes  appropriate;  (i) the name of
the  participating  underwriter;  (ii) the number of Shares involved;  (iii) the
price at which such Shares are sold; (iv) the  commissions  paid or discounts or
concessions  allowed to such  underwriter;  and (v) other facts  material to the
transaction.

     In connection with this offering the Company and the Selling Securityholder
have agreed to indemnify each other against certain civil liabilities, including
liabilities under the Securities Act of 1933, as amended.

                             SELLING SECURITYHOLDER

     The  table   below  sets  forth  the  name  and   address  of  the  Selling
Securityholder and the number of Shares held by him:

<TABLE>
<CAPTION>



                                                                                                  Percent Ownership(1)
- ----------------------------------------  ---------------------- ----------------------  ---------------------------------------
                                                 Number of
                                               Shares Owned             Number of            Before            Assuming all
            Name and Address                    by Selling           Shares Offered           This            Shares Offered
           of Beneficial Owner                Securityholder             Hereby             Offering             Are Sold
- ----------------------------------------  ---------------------- ----------------------  ---------------  ----------------------
<S>                                       <C>                    <C>                     <C>              <C>

Fred G. Luke                                      868,824                868,824               2.9%                -0-
2 Park Plaza, Suite 470
Irvine, CA  92714
- ----------------------------------------  ---------------------- ----------------------  ---------------  ----------------------
</TABLE>


     (1)  Based on approximately  30,000,000  shares of Common Stock outstanding
          on the date of this Reoffer Prospectus.


                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       12

<PAGE>


     The Selling  Securityholder  has had the following  relationships  with the
Company during the past three years as described below:

     The Selling Securityholder has been a director and executive officer of the
Company since April 1, 1994.  In addition to his position with the Company,  the
Selling Securityholder  currently serves as Chairman and Chief Executive Officer
of the  Company's  Parent  Company,  Nona,  as well as Chairman and President of
NuVen Advisors,  Inc., ("NuVen Advisors") formerly New World Capital, Inc. ("New
World"). NuVen Advisors,  which is controlled by Fred G. Luke, as Trustee of the
Luke Family  Trust,  is an affiliate of both Nona and NuOasis  Gaming.  The Luke
Family Trust and Lawver Corp. owns 93% and 7%, respectively,  of NuVen Advisors.
Fred G.  Luke,  as trustee of the Luke  Trust,  controls  the Luke Trust and Mr.
Lawver is the majority  shareholder of Lawver Corp. and thereby  controls Lawver
Corp.

     In August 1995, the Company entered into an Employment  Agreement with Fred
G. Luke, the Company's Chairman and President.  Mr. Luke has been serving as the
Company's Chairman and President since  approximately March 31, 1994. From March
31, 1994 through September 30, 1994, and from October 31, 1994 through September
30, 1995, Mr. Luke received no cash payments for his services.  The terms of the
Employment  Agreement  call for Mr.  Luke to  receive  approximately  $4,500 per
month,  retroactive  to April 1,  1994,  for  five (5)  years as a base  salary;
granted him an option to purchase 3,000,000 shares of the Company's common stock
at an exercise price of $.12 per share;  provides him with an annual bonus based
upon a number of factors related to the Company's  growth and performance  which
include (a) serving on the Company's  Board of Directors  and as its  President;
(b) providing advice concerning mergers and acquisitions; (c) corporate finance;
(d) day to day  management;  (e)  guidance  with  respect  to  general  business
decisions;   (f)  other  duties  commonly   performed  by  the  President  of  a
publicly-held  company;  and  requires  the Company to purchase  life  insurance
coverage, reimbursement for vehicle expenses, and provide other fringe benefits.
No bonuses  have been  accrued,  paid or are owed as of the date of this Report.
The Company expensed $86,000, and $0 during fiscal 1995 and 1994,  respectively,
and had  $86,000  and $0 due to Mr.  Luke as of  September  30,  1995 and  1994,
respectively.

     Effective  April  1,  1994,  the  Company  entered  into  an  Advisory  and
Management Agreement with NuVen Advisors for the engagement of NuVen Advisors to
perform   administrative,   human  resource  and   merger/acquisition   services
consisting  of (a)  management  of the  use,  purchase  and  disposition  of the
Company's assets including, by way of illustration,  the evaluation of economic,
statistical,  financial and other data, and formulation and/or implementation of
the Company's  business  plan;  and (b)  management of the Company's  operations
including,  by way of illustration,  the furnishing of routine supervisory,  and
administrative   services  and  the  supervision  of  administrative   personnel
including, by way of illustration,  consultant recruiting and screening; and (c)
preparation  of the usual and  customary  reports  required  of a  publicly-held
company subject to the reporting  requirements of the Securities Exchange Act of
1934;  and (d)  furnishing  of office  space,  facilities  and equipment for the
Company's non-exclusive use. The Company has significantly reduced or eliminated
completely its human resource and payroll obligations and requirements,  but the
Company   continues  to  require  the   administrative,   audit  and  consultant
screenings,  and merger/acquisition  services. The Company anticipates continued
reliance on the services  provided under the Advisory and Management  Agreements
until such time it has, or its  subsidiaries,  have the need and sufficient cash
flow to justify to perform such services  in-house.  Pursuant to such Agreement,
the Company agreed to pay NuVen Advisors $180,000  annually,  payable monthly in
$15,000 increments in arrears,  and granted NuVen Advisors an option to purchase
2,000,000  shares of the Company's  common stock  exercisable at a price of $.10
per share. The Company expensed $180,000, and $0, during fiscal 1995 and 1994,


                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       13

<PAGE>



respectively,  and had $15,500 and $0 due to NuVen  Advisors as of September 30,
1995 and 1994, respectively.

     Effective  April 1, 1994,  CMA  entered  into an  Advisory  and  Management
Agreement  with NuVen  Advisors for the  engagement of NuVen Advisors to perform
administrative, human resource and merger/acquisition services consisting of (a)
management of the use,  purchase and disposition of CMA's assets  including,  by
way of  illustration,  the  evaluation of economic,  statistical,  financial and
other data, and formulation  and/or  implementation  of CMA's business plan; and
(b)  management  of CMA's  operations  including,  by way of  illustration,  the
furnishing  of  routine   supervisory  and   administrative   services  and  the
supervision  of  administrative  personnel  including,  by way of  illustration,
consultant  recruiting  and  screening;  and (c)  preparation  of the  usual and
customary  reports required of a publicly-held  company subject to the reporting
requirements  of the  Securities  Exchange Act of 1934;  and (d)  furnishing  of
office space,  facilities  and equipment  for CMA's  non-exclusive  use. CMA has
significantly  reduced or eliminated  completely  its human resource and payroll
obligations and requirements,  but CMA continues to require the  administrative,
audit  and  consultant   screenings,   and   merger/acquisition   services.  CMA
anticipates  continued  reliance on the services provided under the Advisory and
Management Agreements until such time it has, or its subsidiaries, have the need
and sufficient cash flow to justify to perform such services in-house.  Pursuant
to such Agreement CMA agreed to pay NuVen Advisors  $120,000  annually,  payable
monthly in $10,000  increments in arrears,  and granted NuVen Advisors an option
to purchase up to five percent (5%) of CMA's  common  stock  outstanding  at the
time of  exercise,  exercisable  at a price per share  equal to one  hundred ten
percent (110%) of the book value of such shares.  CMA expensed  $120,000 and $0,
during fiscal 1995 and 1994, respectively,  and had $120,000 and $0 due to NuVen
Advisors as of September  30, 1995 and 1994,  respectively.  The option given to
NuVen  Advisors by CMA, if exercised,  will (a) result in an infusion of working
capital into CMA; and, (b) reduce the Company's ownership of CMA by five percent
(5%), which management believes will not have any material adverse effect on the
Company's financial condition or investment in CMA.

                          DESCRIPTION OF CAPITAL STOCK

     The authorized  capital stock of the Company consists of 30,000,000  shares
of Common Stock of $.01 par value,  and 1,000,000  shares of Preferred  Stock of
$.01 par value ("Preferred  Stock").  As of the date of this Reoffer Prospectus,
there were 170,000 shares of 14% Cumulative Convertible $.01 par value Preferred
Stock  issued and  outstanding,  250,000  shares of Series B Preferred  Stock of
$2.00 par value issued and outstanding, 30,000,000 shares of Common Stock issued
and  outstanding,  19,445,193  shares  of Common  Stock  reserved  for  issuance
pursuant  to the  exercise  of all  outstanding  Warrants,  and  170,000  shares
reserved  for  issuance  upon the  conversion  of the 14%  Preferred  Stock  and
19,500,000  shares  reserved for issuance  upon the  conversion  of the Series B
Preferred Stock. The shares of Common Stock reserved for issuance, when added to
the number of outstanding  shares,  exceeds the number of authorized shares. The
Company intends,  upon receipt of shareholder approval, to amend its Certificate
of Incorporation  to increase the number of authorized  shares to 100,000,000 to
allow for exercise of all outstanding warrants and options and the conversion of
the  outstanding  Preferred  Stock.  If shareholder  approval is not given,  the
Warrants and Options will not be exercisable and the Preferred Stock will not be
convertible.

14% Cumulative Convertible Preferred Stock

     The 14%  Cumulative  Convertible  $.01  par  value  Preferred  Stock  ("14%
Preferred  Stock") issued by the Company shall pay an annual dividend of $.14 or
fourteen percent (14%) paid quarterly in arrears on March 31, June 30, September


                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       14

<PAGE>


30 and December 31, to the extent  permitted by the General  Corporation  Law of
the State of Delaware and, if applicable, also of the State of California.

     The Company,  though  incorporated in Delaware,  is registered as a foreign
corporation  operating  in  California,   and  if  more  than  one-half  of  its
outstanding  voting securities are held of record by persons having addresses in
California and the Company meets other relevant  California  taxation tests, the
Company may be subject to  California  law with  respect to dividends as well as
many other corporate matters.  Section 500 of the California General Corporation
Law prohibits any dividends to be distributed to  shareholders  unless:  (a) the
amount of the retained earnings of the Company  immediately prior thereto equals
or exceeds the amount of the proposed dividend distribution;  or (b) immediately
after giving effect thereto:

     (1)  The  sum  of  the  assets  of  the  Company  (exclusive  of  goodwill,
          capitalized  research and development  expenses and deferred  charges)
          would be at least equal to 1 1/4 times its liabilities  (not including
          deferred taxes, deferred income and other deferred credits); and

     (2)  The  current  assets  of the  Company  would be at least  equal to its
          current liabilities.

     Dividends are cumulative;  i.e., unpaid  dividends,  whether or not earned,
accrue beyond the  designated  payment date.  Dividends may be declared and paid
upon  Common  Stock  in any  fiscal  year of the  Company  only  if all  accrued
dividends  upon all  shares  of 14%  Preferred  Stock  have been  paid.  The 14%
Preferred  Stock shall have a liquidation  preference  of the original  purchase
price ($1.00 per share) plus unpaid  dividends on each share of Preferred Stock.
The balance of proceeds of a  liquidation,  if any, are to be paid to the Common
Stock holders of the Company. A merger or reorganization or other transaction in
which control is transferred will be treated similar to a liquidation.

     The 14%  Preferred  Stock is  redeemable by the Company after twelve months
from issuance,  September 5, 1989, and thereafter upon thirty days notice by the
Company's  Board of Directors  at a redemption  price of $1.00 per share plus an
amount equal to all unpaid dividends thereon to the redemption date.

     Subject to anti-dilution adjustments,  each share of 14% Preferred Stock is
convertible at any time into one share of the Company's Common Stock. Each share
of the 14% Preferred Stock votes on a 1:1  converted-to-Common  Stock basis, and
the holders of 14%  Preferred  Stock and the holders of Common  Stock shall vote
together  as one  class  on all  matters  submitted  to a vote of the  Company's
stockholders.  The conversion  ration of the 14% Preferred Stock to Common Stock
will  be  proportionally  adjusted  in  the  event  of  dilution.   Proportional
adjustments for stock splits and stock dividends will be made.

Series B Preferred Stock

     Pursuant to the Stock  Purchase  Agreement  with Nona and CMA,  the Company
issued  250,000  shares  of  Series B  Preferred  Stock to  Nona.  The  Series B
Preferred  Stock has no redemption  rights and is not entitled to any dividends.
It has a  liquidation  value of $2 per share in  preference  to any  payment  on
common stock,  subject only to rights of the holders of the 14% Preferred Stock.
Each share is entitled to seventy-eight (78) votes and has been convertible into
seventy-eight  (78) fully paid and  nonassessable  shares of common  stock since
March 31, 1994.


                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       15

<PAGE>


Common Stock

     The Company is  authorized  to issue  30,000,000  shares of Common Stock of
$.01 par  value.  Each  share of  Common  Stock is  entitled  to one vote at all
meetings  of  shareholders.  All shares of Common  Stock are equal to each other
with respect to  liquidation  rights and dividend  rights.  All shares of Common
Stock when issued,  including shares issuable upon exercise of Warrants and upon
conversion  of the 14%  Preferred  Stock and Series B Preferred  Stock,  will be
validly issued,  fully paid, and non-assessable.  There are no preemptive rights
with  respect to  additional  issuances  of Common  Stock.  The  Certificate  of
Incorporation  of the  Company  does not provide  for  cumulative  voting at the
election of directors.

     In the event of  liquidation,  dissolution,  or  winding-up of the Company,
holders of the Common Stock will be entitled to receive on a pro-rata  basis all
assets of the Company remaining after satisfaction of all liabilities, including
the  liquidation  preference of the holders of the Company's 14% Preferred Stock
or any other series of preferred stock subsequently  issued having a liquidation
preference.

Redeemable Warrants

     In 1993 the Company offered and sold in three separate Private Placements a
total of 77 units (the  "Units"),  each Unit  consisting of 40,000 shares of its
Common Stock,  40,000 New Class A Redeemable Common Stock Purchase Warrants (the
"New Class A Warrants)  totaling  3,080,000,  and 40,000 New Class B  Redeemable
Common Stock Purchase Warrants (the "New Class B Warrants")  totaling 3,080,000,
sometimes  collectively referred to herein with the New Class A Warrants and New
Class B Warrants as the "Warrants".  Each Warrant was immediately detachable and
separately  transferable  from the Units.  Each New Class A Warrant entitles the
holder  thereof  to  purchase  one share of Common  Stock at a price of $.50 per
share.  Each New Class B Warrant  entitles  the holder  thereof to purchase  one
share  of  Common  Stock at a price of $.75 per  share.  In  September  1993 the
Company  offered and sold New Class C Redeemable  Common Stock Warrants for each
New Class A Warrant exercised before September 30, 1993. In connection with that
offer,  1,510,000 New Class A Warrants were exercised  resulting in the issuance
of  1,510,000  shares  of  restricted  common  stock and  1,510,000  New Class C
Warrants at a price of $1.00 per share.  Each New Class C Warrant  entitles  the
holder to  purchase  one share of  Common  Stock at a price of $1.00 per  share.
Provided the bid price of the Company's Common Stock meets certain minimum price
thresholds, the New Class A, New Class B and New Class C Warrants are redeemable
by the  Company at any time  prior to their  conversion  upon 30 days  notice of
redemption  in writing to the holders of record  thereof at a price of $.001 per
Warrant.

New Class D Warrants

     At the Closing of the Stock  Purchase  and Business  Combination  Agreement
with Nona on March 31, 1994, the Company issued  6,000,000 New Class D Warrants.
Each New Class D Warrant is  exercisable  at $1.00 per warrant and will  entitle
the holder to receive upon exercise two (2) shares of Common  Stock,  or a total
of 12,000,000  shares if all of the New Class D Warrants are exercised.  To date
none of the New Class D Warrants have been  exercised.  The New Class D Warrants
expire on March 30, 2004.

Nona Option

     At the Closing of the Stock  Purchase  and Business  Combination  Agreement
with Nona,  the Company  granted an Option for the  purchase of up to  6,160,000
shares of Common Stock. This Option is nontransferable and exercisable at $.01


                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       16

<PAGE>


per share. The total number of shares that can be purchased upon exercise of the
Option is equal to the number of shares of Common Stock  subject to New Class A,
New  Class B and New Class C  Warrants  outstanding  at March 30,  1994 that the
Warrantholders  fail to purchase  prior to expiration of those  Warrants.  Those
Warrants  all  expire  one  year  after  the  effective  date  of  this  Reoffer
Prospectus.  Nona does not hold any of the New Class A, B or C Warrants,  nor is
it  currently  entitled to exercise  its option.  Option  certificates  shall be
issued to Nona 10 days after the first anniversary date of the effective date of
this Reoffer Prospectus. The right to exercise the Option continues for a period
of 180 days  commencing  one  year  after  the  effective  date of this  Reoffer
Prospectus.

         DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

     The Company hereby  incorporates by reference (i) its annual report on Form
10-KSB/A for the year ended September 30, 1995,  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 10-K (or 10-KSB),  as
well as all other  reports  filed under  Section 13 of the Exchange Act, and the
Company's Form 8-A 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 Reoffer  Prospectus and to be a part hereof
from the date of filing.  All documents  which when  together,  constitute  this
Reoffer  Prospectus,  will be sent or given to  participants  by the  Company as
specified by Rule 428(b)(1) of the Securities Act.

     A copy of any  document or part thereof  incorporated  by reference in this
Registration  Statement  but not delivered  with this Reoffer  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 92714 Telephone (714) 553- 3232.

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
     OF 1933 MAY BE PERMITTED TO DIRECTORS,  OFFICERS AND CONTROLLING PERSONS OF
     THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, OR OTHERWISE, THE COMPANY
     HAS  BEEN  ADVISED  THAT IN THE  OPINION  OF THE  SECURITIES  AND  EXCHANGE
     COMMISSION  SUCH  INDEMNIFICATION  IS AGAINST PUBLIC POLICY AS EXPRESSED IN
     THE ACT AND IS,  THEREFORE,  UNENFORCEABLE,  IN THE EVENT  THAT A CLAIM FOR
     INDEMNIFICATION  AGAINST  SUCH  LIABILITIES  (OTHER THAN THE PAYMENT BY THE
     COMPANY OF EXPENSES INCURRED OR PAID BY A DIRECTOR,  OFFICER OR CONTROLLING
     PERSON OF THE  COMPANY 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,  THE COMPANY 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 BY IT IS AGAINST PUBLIC POLICY AS EXPRESSED IN
     THE ACT AND WILL BE GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       17

<PAGE>


                                 TRANSFER AGENT

     The Company has retained  American Stock Transfer & Trust Company,  40 Wall
Street,  46th Floor,  New York, New York 10005, as Transfer Agent for the Common
Stock, Warrants and 14% Preferred Stock.

                                MATERIAL CHANGES

     Any and all changes in the Company's  affairs which have occurred since the
end of the fiscal year for which audited  financial  statements were included in
the Company's Form 10-KSB/A  incorporated herein by reference are described in a
subsequent  report  on  Form  10-QSB  which  are  also  incorporated  herein  by
reference.

                                  LEGAL MATTERS

     Pursuant  to  Instructions  in Item 8,  Part II of Form S-8 no  opinion  of
counsel is required for this Reoffer Prospectus.

                                     EXPERTS

     The audited financial statements  incorporated by reference in this Reoffer
Prospectus  from the Company's  most recent Annual Report on Form 10-KSB/A filed
under the Securities Exchange Act of 1934 have been audited by Raimondo,  Pettit
& Glassman,  independent auditors,  as set forth in their report thereon,  which
included an explanatory paragraph with respect to the substantial doubt existing
about the  ability of the  Company to  continue  as a going  concern  due to its
recurring net losses,  negative cash flows from operating  activities  since its
inception,  limited liquid  resources,  negative working capital and its primary
operating  subsidiary  filing for  protection  under Chapter 7 of the Bankruptcy
Code, incorporated by reference from such Annual Report on Form 10-KSB/A and are
so  incorporated  in reliance  upon such report given upon the authority of such
firm as experts in accounting and auditing.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       18

<PAGE>


                         868,824 SHARES OF COMMON STOCK

                              NUOASIS GAMING, INC.

                   (formerly known as E.N. Phillips Company)
                            (A Delaware Corporation)

                               REOFFER PROSPECTUS

================================================================================

     No  dealer,  salesman  or  other  person  has been  authorized  to give any
information  or to make any  representations  other than those  contained in the
Reoffer Prospectus.  If given or made, such information or representations  must
not be relied  upon as having  been  authorized  by the  Company.  This  Reoffer
Prospectus  does not constitute an offer to sell or  solicitation of an offer to
buy any securities  other than the shares of Common Stock to which it relates or
an offer or solicitation to any person in any  jurisdiction  where such an offer
or solicitation  would be unlawful.  Neither delivery of this Reoffer Prospectus
nor any sale made hereunder shall under any circumstances  create an implication
that  information  contained  herein is correct as of any time subsequent to its
date.


                                TABLE OF CONTENTS

                                                                            Page

Reoffer Prospectus Summary ................................................. 3
Risk Factors ............................................................... 8
Use of Proceeds ............................................................ 11
Plan of Distribution ....................................................... 11
Selling Securityholder ..................................................... 12
Description of Capital Stock ............................................... 14
Documents Incorporated by Reference and Additional Information ............. 17
Indemnification of Officers and Directors .................................. 17
Transfer Agent ............................................................. 18
Material Changes ........................................................... 18
Legal Matters .............................................................. 18
Experts .................................................................... 18
================================================================================


                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       19

<PAGE>


                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

     Company  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 Company 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 de-registers 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)  Company'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  Company,  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
corporation,  and with  respect to any  criminal  action 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


                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                      II-1

<PAGE>


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

     Exemption  is claimed  under  Section  4(2) for the issuance on February 6,
1996 of 868,824  restricted  shares to Fred G. Luke as not  involving any public
offering.

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.                Not required

              6.                Not required.

              7.                Not required.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                      II-2

<PAGE>



         Exhibit No.           Title
         ----------------------------------------------------------------------
              8.                Not required.

              9.                Not required.

              10.               Employment Agreement with Fred G. Luke

              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              Not required

              24.2              Consent of Raimondo, Pettit & Glassman

              25.               Not applicable.

              26.               Not applicable.

              27.               Not applicable.

              28.               Not applicable.

              29.               Not applicable.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                                       II-3

<PAGE>


ITEM 9.           UNDERTAKINGS

     Insofar as indemnification for liabilities arising under the Securities Act
may be  permitted to  directors,  officers  and  controlling  persons of Company
pursuant to the foregoing  provisions,  or  otherwise,  Company 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 Company of expenses incurred
or  paid  by a  director,  officer  or  controlling  person  of  Company  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,  Company  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.

     Company 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 Reoffer Prospectus  required by Section 10 (a) (3) of
               the Securities Act;

          (ii) reflect in the  Reoffer  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 Company 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 Reoffer  Prospectus,  to
          each  person to whom the  Reoffer  Prospectus  is sent or  given,  the
          latest  annual  report to security  holders  that is  incorporated  by
          reference  in the Reoffer  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



                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                      II-4

<PAGE>


          not set forth in the Reoffer  Prospectus,  to deliver,  or cause to be
          delivered  to each  person to whom the Reoffer  Prospectus  is sent or
          given, the latest  quarterly report that is specifically  incorporated
          by  reference  in the  Reoffer  Prospectus  to  provide  such  interim
          financial information.

     Company hereby  undertakes  that, for purposes of determining any liability
under the  Securities  Act of 1933,  each  filing  of  Company'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:APRIL96.FS8]-3

                                      II-5

<PAGE>


                                   SIGNATURES



     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 30th day of April,
1996.

                                             NUOASIS GAMING, INC.
                                             (Registrant)



                                             By:
                                                -------------------------------
                                                Fred G. Luke, President



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


Fred G. Luke     President and Director    April 30, 1996



Steven H. Dong   Chief Financial Officer   April 30, 1996


                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                      II-6

<PAGE>


                                   SIGNATURES



     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 30th day of April,
1996.

                                             NUOASIS GAMING, INC.
                                             (Registrant)



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



     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/Fred G. Luke
   Fred G. Luke          President and Director    April 30, 1996

/s/Steven H. Dong
   Steven H. Dong        Chief Financial Officer   April 30, 1996


                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                      II-6

<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-B and are specifically  incorporated herein
by this reference:


      Exhibit
     Number in
   Registration                                               Numbered
    Statement                    Description                    Page
    ------------------------------------------------------------------

       10          Employment Agreement with Fred G. Luke        29

       24.2        Consent of C. Raimondo Pettit & Glassman      41


                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                      II-7

<PAGE>


                                   EXHIBIT 10



                     EMPLOYMENT AGREEMENT WITH FRED G. LUKE
                     --------------------------------------

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

<PAGE>


                                  EXHIBIT 24.2



                      CONSENT OF RAIMONDO PETTIT & GLASSMAN
                      -------------------------------------

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

<PAGE>


                       CONSENT OF INDEPENDENT ACCOUNTANTS



     We consent to the incorporation by reference in this registration statement
of NuOasis  Gaming,  Inc.  on Form S-8 (File No.  0-18224)  of our report  dated
December 15, 1995,  on our audit of the  consolidated  financial  statements  of
NuOasis  Gaming,  Inc.  as of  September  30,  1995,  which  report  included an
explanatory  paragraph  with respect to  substantial  doubt  existing  about the
Company's  ability to continue as a going  concern and is included in the Annual
Report on Form 10-KSB/A filed with the Securities and Exchange  Commission on or
about April 2, 1996.




                                             /s/Raimondo, Pettit & Glassman
                                                RAIMONDO, PETTIT & GLASSMAN



Torrance, California
May 3, 1996

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

<PAGE>


                               NuOASIS GAMING INC.
                        (formerly E.N. Phillips Company)
                             2 Park Plaza, Suite 470
                                Irvine, CA 92714
               Telephone (714) 833-5382 o Facsimile (714) 833-7854


                                 April 30, 1996




Room 1012
SECURITIES AND EXCHANGE COMMISSION
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

         RE:      NuOasis Gaming, Inc.

Ladies and Gentlemen:

     Pursuant  to Rule 2 of  Regulation  C and  the  instructions  to Form  S-8,
enclosed  on  behalf of  NuOasis  Gaming,  Inc.  are  three  copies  each of the
completed  Registration  Statement  on Form S-8 dated April 30,  1996  including
exhibits and three additional copies without exhibits.  The manually signed copy
of Form S-8 has been so  indicated in the upper  righthand  corner of the facing
page.

     Pursuant to Rule 457, a cashier's  check in the amount of the filing fee of
$100 is enclosed.

     Also  enclosed  in one  additional  copy of this  letter  and the  Form S-8
Registration Statement together with a postage paid, self-addressed envelope for
the Commission's use in acknowledging  the filing of the Registration  Statement
on Form S-8.

     If there are any problems regarding this filing, please contact me at (714)
833-5382.

                                             Very truly yours,



                                             /s/Doreen H. Ogata
                                                Doreen H. Ogata

Enclosures

                                                      [NUOGAM\FS8:APRIL96.FS8]-3
[{"type": "S-8", "sequence": "1", "description": "SECURITIES OFFERED.", "secsgml_size_bytes": 85725}]
{"company-data": {"conformed-name": "NUOASIS GAMING INC", "cik": "0000828956", "assigned-sic": "6510", "irs-number": "954176781", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03549", "film-number": "96560452"}, "business-address": {"street1": "2 PARK PLAZA", "street2": "STE 470", "city": "IRVINE", "state": "CA", "zip": "92714", "phone": "7145533270"}, "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 95-4176781
                 (State or other jurisdiction of (IRS Employer
               incorporation or organization) Identification No.)

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

                     Employment Agreement with Fred G. Luke
                            (Full title of the plan)

         Fred G. Luke, 2 Park Plaza, Suite 470, Irvine California 92714
                     (Name and address of agent for service)

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

                                                      [NUOGAM\FS8:APRIL96.FS8]-3
CALCULATION  OF REGISTRATION  FEE
Proposed
  Title of Securities                                   Proposed                 Maximum               Amount of
   to be Registered         Amount of Shares         Maximum Offering            Aggregate            Registration
    $.01 par value          to be Registered        Price Per Share(1)       Offering Price(1)             Fee
    --------------          ----------------        ------------------       -----------------             ---
Common Stock                    868,824                    $0.14               $121,635                 $41.94

                 TOTALS         868,824                      N/A               $121,635                $100.00
Total No. of Pages: 42                            Exhibit Index on Page No.: 28

     (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.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3
REOFFER PROSPECTUS

              NUOASIS GAMING, INC. (formerly E.N. PHILLIPS COMPANY)
                2 Park Plaza, Suite 470, Irvine California 92714
                                 (714) 833-5382

                        (868,824 SHARES OF COMMON STOCK)

     The shares of Common Stock, $.01 par value (the "Common Stock"), of NuOasis
Gaming,  Inc.  hereby are being  offered by Fred G. Luke,  the holder of 868,824
shares of Common Stock  (collectively,  the  "Shares")  which were issued to the
holder pursuant to the exercise of an option granted in an Employment  Agreement
between the holder and NuOasis Gaming,  Inc. (the "Company").  The holder of the
Shares is  referred  to herein as the  "Selling  Securityholder."  All  proceeds
received  from the sale of the Shares  will accrue to the benefit of the Selling
Securityholder and not to the Company.

                    AN INVESTMENT IN THE SHARES IS EXTREMELY
                        SPECULATIVE. SEE "RISK FACTORS."

     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.  The
Selling  Securityholder  is an  "affiliate"  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.
However,  Section  16(b)  contains an  exemption  for the  purchase  and sale of
securities  acquired  upon  exercise  of an  option  (See  "General  Information
Restrictions on Resales").

     The  Shares  will  be  offered  by  the  Selling   Securityholder   through
underwriters,  dealers or brokers in the over-the-counter market. The Shares may
also be sold in privately  negotiated  transactions.  Sales through  dealers and
brokers  will be made  with  customary  commissions  being  paid by the  Selling
Securityholder.  Payments to persons assisting the Selling  Securityholder  with
respect  to  privately   negotiated   transactions   will  be  negotiated  on  a
transaction-by-transaction  basis.  See  "Plan of  Distribution".  The  expenses
related  to the filing of the  registration  statement  to which  this  offering
relates are being paid by the Company, although any commissions and/or discounts
will be paid by the Selling  Securityholder.  The Common  Stock is listed on the
OTC Bulletin  Board  ("OTCBB")  under the symbol  "NUOG".  On April 30, 1996 the
closing bid price of the Common Stock was $.14 as reported by the OTCBB.
                                                 ----------------
             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 REOFFER PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.
                                ----------------
              The date of this Reoffer Prospectus is April 30, 1996

                                                      [NUOGAM\FS8:APRIL96.FS8]-3
This Reoffer 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
Reoffer  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 Reoffer  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 92714 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. In addition, the Common Stock is quoted on the
automated quotation system maintained by the National  Association of Securities
Dealers,  Inc.  ("NASD");  thus,  copies  of these  reports,  proxy  statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K. Street, N.W.  Washington,  D.C. 20549. No person has been
authorized to give any  information  or to make any  representation,  other than
those  contained in this Reoffer  Prospectus,  and, if given or made, such other
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Reoffer  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  Reoffer
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:APRIL96.FS8]-3

                                        2
REOFFER PROSPECTUS SUMMARY

     This  summary is qualified  in its  entirety by the other  information  and
documents incorporated by reference in the Reoffer Prospectus.

Business of the Company

Ba-Mak Gaming International, Inc.

     At September  30, 1994,  Ba-Mak Gaming  International  Inc.  ("Ba-Mak"),  a
wholly-owned  subsidiary of the Company,  had  agreements  with five  charitable
gaming  establishments  in New  Orleans at which 140 video bingo  machines  were
operating.  Ba-Mak  recognized as gaming  revenues the gross funds  deposited in
video bingo machines. Ba-Mak realized gross profits, or "net win" as represented
by the difference  between gross funds  deposited into the machines and payments
to customers.  Ba-Mak realized net operating profits by way of the percentage of
the net win after payments to the charitable organizations,  the location owners
and the State of Louisiana for gaming taxes.  On October 28, 1994,  Ba-Mak filed
for  protection  under  Chapter 11 of the U.S.  Bankruptcy  Code in the  Eastern
District  of  Louisiana.  As of the date of this  Reoffer  Prospectus,  Ba-Mak's
operations had ceased following the bankruptcy court's conversion in April, 1995
of its Chapter 11 proceeding into a proceeding under Chapter 7 of the Bankruptcy
Code.  The Chapter 7 Trustee took  possession of Ba-Mak's  assets and liquidated
such assets for the benefit of Ba-Mak's  bankruptcy  estate. As such, all gaming
operations at Ba-Mak ceased and accordingly,  Ba-Mak has been accounted for as a
disposition of an investment. Total gaming revenues from Ba-Mak are not expected
to recur in future years due to the Chapter 7 bankruptcy. As of the date of this
Reoffer  Prospectus,  the Company is not actively engaged in any domestic gaming
operations or any revenue generating operations.

Casino Management of America, Inc.

         Option to acquire indirect interest in Eagle Gaming, L.P.

          The Horseshoe Casino,  located in Black Hawk, Colorado,  was partially
          finished in March,  1993 when the prior  management  of the  Company's
          controlling  shareholder,  Nona Morelli's II, Inc. ("Nona"),  made its
          decision to raise funds to loan to the owners of the  partially  built
          casino  property for completion of  construction.  Construction of the
          property  was  completed  in  December,  1993  and the  owners  of the
          property and other parties formed a limited partnership, Eagle Gaming,
          L.P.  ("Eagle")  into which the Horseshoe  Casino and a second casino,
          the Glory Hole Casino in Cripple Creek, Colorado ("Glory Hole Casino")
          were contributed. The investment was made through MDM Gaming Partners,
          L.P., a Colorado limited  partnership  ("MDM Gaming").  CMA became the
          general  partner of MDM in  September,  1993. In December,  1993,  MDM
          Gaming and CMA received an option to acquire a 6.4%  interest in Eagle
          which owns and operates a 98% interest in the Horseshoe Casino and

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                        3
the  Glory  Hole  Casino.  Eagle  owns  98%  of  Central  City  Gaming
          Investors,  L.L.C.  which in turn owns the Glory  Hole  Casino and the
          Horseshoe  Casino.  As of March 31,  1994,  the Glory Hole  Casino had
          15.63% of the slot machines in Central City and 20.91 % of the Central
          City slot net win. The Horseshoe Casino in turn owns the 46,000 square
          feet of Harrah's Black Hawk Casino in Black Hawk, Colorado. The option
          exercise price was  $1,050,000,  subject to certain  adjustments.  The
          option was received in  connection  with the repayment of MDM Gaming's
          loan to the prior owner of the Horseshoe Casino.  MDM Gaming dissolved
          in fiscal year 1994 and  distributed its option to CMA. The Option was
          written off as an asset as of September 30, 1994, due to uncertainties
          in  obtaining  the  necessary  state  regulatory  approval  to  permit
          exercise  of the Option.  On December  19,  1994,  the Option  expired
          unexercised.  $215,000  Receivable - Bobby Womack's  Saloon and Gaming
          Parlor At September 30, 1994, CMA had litigation  pending  against the
          entity owning and principals controlling the Bobby Womack's Saloon and
          Gaming Parlor in Cripple Creek, Colorado ("Bobby Womack's") to recover
          $215,000   previously   advanced   by  Nona  to  Bobby   Womack's   in
          contemplation  of the acquisition of Bobby Womack's.  At September 30,
          1994, the $215,000 was classified as a receivable subject to a reserve
          for collection of approximately  $35,000.  In October,  1994, $187,000
          was paid by Defendants to settle CMA's suit.  $400,000 Receivable Star
          Casino  CMA is  seeking  to  recover  a  $400,000  stock  subscription
          receivable  assigned to it by Nona. The funds due CMA were diverted by
          Nona's  former  President  to  agents  of  Bachik  Enterprises,   Inc.
          ("Bachik") for the purpose of applying the funds to the acquisition of
          an interest in a  non-operating  11,000  square foot casino in Cripple
          Creek,  Colorado  known as the Star of Cripple Creek ("Star  Casino").
          Litigation  on  behalf  of CMA has  been  instituted  to  recover  the
          $400,000 plus interest and costs from the responsible parties. CMA has
          requested a Colorado court to impose a constructive  trust against the
          casino  property and the  operating  profits if the  receivable is not
          paid in full.  CMA  intends to  request a Colorado  court to appoint a
          receiver for the Casino until the  $400,000  plus accrued  interest is
          returned to CMA. As of September 30, 1994, the $400,000 was classified
          as a receivable, net of a reserve for collection of $400,000.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                        4
Mississippi Rose, Inc.

          In April,  1993,  former management of Nona advanced funds due Nona to
          Mississippi Rose, Inc., a Colorado corporation  ("Mississippi Rose") a
          corporation formed by the principals of Chrysore,  Inc., the operators
          of Bobby Womack's, and others, to develop the Whiskey Island Casino, a
          proposed  dockside  riverboat  casino  to  be  located  alongside  the
          Mississippi  River in Tunica County,  Mississippi.  At the time of the
          advances the Whiskey Island Casino development costs were projected to
          exceed  $25,000,000 and the financing  required to develop the Whiskey
          Island Casino was contingent  upon the approval of Mississippi  Rose's
          application for a gaming license in Mississippi.  In fiscal year 1994,
          Nona  assigned  its  investment  in  Mississippi  Rose to CMA.  Nona's
          expenses for research and development  costs,  architectural  fees and
          funds  contributed to Mississippi Rose for working capital  constitute
          CMA's  investment in Mississippi  Rose.  Neither Nona nor CMA controls
          Mississippi  Rose.  The  investment  in  Mississippi  Rose  was  fully
          reserved  as  of  September  30,  1994  given  the  assertion  of  the
          principals  of  Mississippi  Rose  that the  funds  advanced  had been
          forfeited and the need for litigation to pursue the investment and the
          uncertain  recoverability  of the  investment.  Native American Indian
          Reservations.  In fiscal year 1994, CMA entered into letters of intent
          related to the construction, lease and management of gaming facilities
          on Native American Indian reservations located in California, Arizona,
          and  Montana.  As  envisioned  by each  such  letter  of  intent,  CMA
          anticipated  providing  the funds to  build,  furnish  and equip  each
          proposed  casino and to provide  casino  management  in  exchange  for
          recoupment of investment and continuing  management  fees from the net
          operating  profits  of each  facility.  Two  letters  of  intent  were
          executed;  however,  both have since  expired,  as of the date of this
          Reoffer Prospectus. There are no other letters of intent executed. Due
          to the regulation issues related to North American Indian gaming,  CMA
          does not  intend to  pursue  any  domestic  gaming  activities  in the
          future.

NuOasis Las Vegas, Inc. and NuOasis Laughlin, Inc.

     Neither  NuOasis  Las  Vegas,  Inc.  nor  NuOasis   Laughlin,   Inc.,  both
wholly-owned  subsidiaries  of CMA,  had any  operations  as of the date of this
Reoffer  Prospectus.  NuOasis  Las Vegas,  Inc.  was  formed for the  purpose of
acquiring  gaming assets in the  metropolitan  Las Vegas,  Nevada area.  NuOasis
Laughlin,  Inc.  was formed for the purpose of  acquiring  gaming  assets in the
Laughlin,  Nevada area.  Negotiations  by each of these  subsidiaries to acquire
certain gaming assets have reached an impasse.  Each of the subsidiaries  intend
to pursue other gaming assets in their respective geographical segments.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                        5
Patents, Trademarks and Licenses

     The Company's prior domestic gaming  activities did not rely on any patents
and trademarks, but were subject to gaming licenses, food and beverages licenses
and other permits which were regulated,  issued and controlled by the respective
state regulatory  agencies.  The Company continues to analyze prospective casino
properties  and projects  with the goal of achieving the highest and best use of
its working capital.

Customer Dependence

     The  Company  is  not  now  dependent  on any  major  customers.  Prior  to
conversion to Chapter 7 liquidation, Ba-Mak was dependent on machine play by the
general public in Louisiana.

Competition

     The Company  competes  with other gaming  companies  for  opportunities  to
acquire legal gaming sites in emerging  gaming  jurisdictions.  NuOasis  expects
many competitors to enter new jurisdictions  that authorize gaming,  some of who
may have more  personnel  and greater  financial  and other  resources  than the
Company.

Government Regulation

     Distribution and route operations of gaming machines in both the non-profit
and commercial gaming sectors are subject to extensive and complex  governmental
regulation and control under  federal,  state and local law. With respect to the
Company's  domestic  gaming  activities,  casino  gaming in the United States is
highly  regulated.  Owners and  operators  of casinos  must be  licensed  by the
various state gaming  commissions and must provide detailed  financial and other
reports.  Additionally,  some of the  states  who have just  recently  legalized
gaming,  have  experienced  unexpected  internal changes and modification of the
rules and  regulations,  all of which has  served  to delay  and  impede  gaming
applications  filed  by  prospective  gaming  operators.  Changes  in  laws  and
regulations may limit or otherwise materially affect types of gaming that may be
conducted in these new  jurisdictions.  Any such  changes  might have an adverse
affect on the activities and proposed  activities of the Company.  To the extent
that the Company  utilizes  certain of its assets to make  investments  in other
gaming companies,  one or all companies may be required to submit  applications,
since any holder of more than ten percent  (10%) of the common stock of a gaming
entity must be found suitable.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                        6
Research and Development Costs

     No amounts  have been  spent  during  each of the last two fiscal  years on
research and development.

Employees

     During fiscal 1995,  Ba-Mak employed 4 full time employees and 10 part time
employees.  All  employees  were  located in  Louisiana.  Neither  CMA,  NuOasis
Laughlin nor NuOasis Las Vegas have any employees. The officers and directors of
NuOasis render services as independent contractors pursuant to either Employment
or Consulting Agreements with the Company.

Securities Being Offered

     The Selling  Securityholder is offering to the public 868,824 shares of the
Company's  Common Stock issued to him in February,  1996 in connection  with the
exercise of an option  granted in an Employment  Agreement  entered into between
the Selling Securityholder and the Company.

Plan of Distribution

     Pursuant to this Reoffer  Prospectus,  the Selling  Securityholder may from
time to time  offer all or any  portion  of the  Shares in the  over-the-counter
market through underwriters,  dealers or brokers or in independently  negotiated
transactions.  At the date of this Reoffer  Prospectus,  taking into account the
issuance  of  the  Shares  to  the  Selling  Securityholder,   the  Company  had
approximately 30,000,000 shares of Common Stock outstanding.  The Shares offered
hereby  represent  approximately  2.9% of the  Company's  outstanding  shares of
Common Stock. The Company will not receive any proceeds from this offering.  See
"Plan of Distribution."

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                        7
RISK FACTORS

     The  securities  offered  hereby  are  highly  speculative  and  should  be
purchased  only by persons who can afford the loss of their  entire  investment.
Prospective  investors  should  consider  carefully,  among other  factors,  the
following risks associated with an investment in the Shares:

Going Concern

     The Company  has  experienced  recurring  net  losses,  has limited  liquid
resources,  negative  working capital and its primary  operating  subsidiary was
liquidated  during  fiscal 1995.  Management's  intent is to keep  searching for
additional sources of capital and new operating  opportunities.  In the interim,
the Company will keep  operating  with minimal  overhead and key  administrative
functions will be provided by Nona.  Such  conditions  raise  substantial  doubt
about the  Company's  ability  to  continue  as a going  concern.  As such,  the
Company's  independent  accountants  have  modified  their  report to include an
explanatory  paragraph with respect to the  uncertainty.  The audited  financial
statements  for  fiscal  years  1995 and 1994  have  been  presented  under  the
assumption the Company would continue as a going concern.

Lack of Gaming Industry Operations; Operational Losses

     The Company  has  recognized  substantial  net losses  since its  inception
through the date of this Reoffer  Prospectus and anticipates losses for the next
fiscal year.  Net losses for the quarter ended  December 31, 1995,  and the year
ended September 30, 1995, were $373,539 and  $1,096,705,  respectively,  and the
Stockholders'  deficiency  as of December  31, 1995 and  September  30, 1995 was
$476,362 and  $302,823,  respectively.  Given the Chapter 11  bankruptcy  of the
Company's gaming  subsidiary  Ba-Mak and subsequent  conversion to Chapter 7 and
resulting  discontinuance of Ba-Mak,  the Company is not actively engaged in any
domestic  gaming  operations  nor does the Company  have any  revenue  producing
operations.  As such prior  gaming  revenues are not expected to recur in future
years. The Company's historical  financial  information is not indicative of the
Company's  future  financial  condition.  No assurance  can be given that future
gaming or other operations will result in significant revenues or profits in the
future.

Negative Cash Flow

     The  Company  currently  has  insufficient  revenues  to meet  its  current
operating costs and is operating at a cash flow deficit of approximately $30,000
per month.  Company  management  estimates  that,  at the  present  rate of cash
expenditures, assuming no revenue growth, no purchases of capital assets, and no
exercise of options and/or  Warrants,  the present cash resources of the Company
may be fully utilized.  If revenues are not increased or a new source of cash is
not  found  by  that  date,  the  Company  will  experience   severe   financial
difficulties.

Shares Available for Resale Under Rule 144

     With  the  exception  of the  restricted  shares  offered  by  the  Selling
Securityholder  in this  Reoffer  Prospectus,  as of the  date  of this  filing,
approximately 43% of the Company's presently outstanding shares were "restricted
securities,  " and in the future may be sold only upon  compliance with Rule 144
adopted  under the  Securities  Act of 1933, as amended.  Rule 144 provides,  in
essence,  that  a  person  (including  a  group  of  persons  whose  shares  are
aggregated)  who has  satisfied a two-year  holding  period for such  restricted
securities may sell within any three-month period, under certain  circumstances,
an amount of restricted securities which does not exceed the greater of one

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                        8
percent of the Company's  outstanding Common Stock or the average weekly trading
volume  during  four  calendar  weeks  prior to such sale.  Persons  who are not
affiliated with the Company and who have held their restricted securities for at
least three years are not subject to the  quantity  and certain  limitations  on
sales rules. A sale of shares by current stockholders,  whether pursuant to Rule
144 or  otherwise,  may have a  depressing  effect  upon the price of the Common
Stock in any market that might  develop.  To the extent that these  shares enter
the market, the value of the Common Stock in the over-the-counter  market may be
reduced.

Disposal of Ba-Mak Gaming International, Inc.

     The former  operations  of the  Company's  gaming  subsidiary  have  ceased
following  the  conversion  of  Chapter  11  proceedings  to Chapter 7 under the
Bankruptcy Code.

     On April  5,  1995,  the  United  States  Trustee  filed a motion  with the
Bankruptcy Court to convert the Chapter 11 proceeding to Chapter 7. On April 21,
1995, the  Bankruptcy  Court granted the motion due in part to the withdrawal of
Ba-Mak's  bankruptcy  counsel and the  resignation of the employee of Ba-Mak who
had been  designated  as the person  licensed on behalf of Ba-Mak in  accordance
with the rules and  regulations of the Division of Charitable  Gaming Control of
the State of Louisiana.

     As of the date of this Reoffer  Prospectus,  Ba-Mak's operations had ceased
following  the  bankruptcy  court's  conversion in April 1995, of its Chapter 11
proceeding into a proceeding under Chapter 7 of the Bankruptcy Code. Since April
1995,  the Chapter 7 Trustee has liquidated  Ba-Mak's  assets for the benefit of
Ba-Mak's bankruptcy estate. All but 35 of the video bingo machines were returned
to the machine vendor in  satisfaction  of its secured  claim.  The remaining 35
machines and Ba-Mak's office equipment were sold by the Trustee. The Company has
filed a Proof of Claim with the Bankruptcy Court for the  intercompany  advances
made to  Ba-Mak.  As of the  date  of this  Reoffer  Prospectus,  the  Trustee's
administration  of the  bankruptcy  estate  is  ongoing.  Due to the  amount  of
priority creditor claims filed in Ba-Mak's estate and the amount received by the
Trustee,  the Company does not  anticipate  receiving any sums on its Claim.  As
such, all gaming  operations at Ba-Mak ceased and  accordingly,  Ba-Mak has been
accounted  for as a disposition  of an  investment.  Total gaming  revenues from
Ba-Mak  are  not  expected  to  recur  in  future  years  due to the  Chapter  7
bankruptcy.  The  Company  is  not  actively  engaged  in  any  domestic  gaming
operations.

No Control Over Future Company Operations

     As the  management of the Company is vested in its Board of Directors,  the
investors  will have no control  over the types of  businesses  the  Company may
pursue, acquire or operate. As of the date of this Reoffer Prospectus,  any such
future business acquisitions or operations are unknown.

Limited Public Market, Possible Volatility of Stock Price

     There is currently a limited public market for the Company's  Common Stock,
which is quoted on the OTC Bulletin Board. The Company has a limited "float" for
its shares and companies in a similar stage of  development  as the Company have
experienced  significant  volatility in the market price of their shares.  Price
quotations reflect  inter-dealer  prices,  without retail mark-up,  mark-down or
commission and may not necessarily represent actual transactions.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                        9
No Assurance of Dividends

     There is no  assurance  that any  dividends  will be paid on the  Company's
Common Stock. Dividend payments on Common Stock will be at the discretion of the
Company's Board of Directors and will depend on the Company's  future  earnings,
operating and financial condition and capital  requirements,  as well as general
business  conditions.  Applicable corporate laws of the States of California and
of Delaware  allow the  declaration  and payment of dividends only to the extent
that the Company has  sufficient  retained  earnings or meets other  tests.  The
Company has not paid any dividends on its Common Stock and currently  intends to
retain any future  earnings for use in its  business.  Dividends may be declared
and paid upon Common Stock in any fiscal year of the Company only if all accrued
dividends upon all shares of 14% Preferred Stock have been paid.  Therefore,  no
dividends  will be  declared  on its  Common  Stock in the  foreseeable  future.
Accrued  dividends  on the 14%  Preferred  Stock  as of  December  31,  1995 are
$122,525.

Conflicts of Interest

     The  Directors  and officers of the Company are  directors  and officers of
other affiliated and unaffiliated companies as follows:

     Fred G. Luke. Mr. Fred Luke has been a Director,  Chairman and President of
the Company  since March 30, 1994. In addition to his position with the Company,
Mr.  Luke  currently  serves as  Chairman  and Chief  Executive  Officer  of the
Company's  Parent  Company,  Nona,  as well as Chairman  and  President of NuVen
Advisors,  Inc.,  ("NuVen  Advisors")  formerly New World  Capital,  Inc.  ("New
World"),  President and Director of The Toen Group, Inc. ("Toen"),  President of
Hart  Industries,  Inc.  ("Hart"),  Chairman and President of Diversified Land &
Exploration Co. ("DL&E").  DL&E is a former publicly traded independent  natural
resource  development  company  engaged  in  domestic  oil and gas  exploration,
development  and production.  Prior to 1995, DL&E was a 90% owned  subsidiary of
Basic Natural Resources,  Inc. ("BNR").  Both Hart and Toen are public companies
which were formerly traded on Nasdaq or the OTC Bulletin Board. Neither Hart nor
Toen have ongoing  operations.  Nona is a publicly traded (OTC:  Bulletin Board)
diversified  holding company with overseas gaming and domestic pasta  production
subsidiaries, in addition to NuOasis Gaming. NuVen Advisors provides managerial,
acquisition  and  administrative   services  to  public  and  private  companies
including  Nona,  NuOasis  Gaming,  Hart  and  Toen.  NuVen  Advisors,  which is
controlled by Fred G. Luke, as Trustee of the Luke Family Trust, is an affiliate
of both Nona and NuOasis  Gaming.  NuVen Advisors is a stockholder of Hart, DL&E
and Nona, and provides  management,  general and  administrative  services,  and
merger and  acquisition  services to Hart, DL&E and Nona pursuant to independent
Advisory and Management Agreements.  Mr. Luke also served from 1973 through 1985
as  President  of American  Energy  Corporation,  a  privately  held oil and gas
company involved in the operation of domestic oil and gas properties.  From 1970
through  1985 Mr.  Luke served as an officer and  Director of Eurasia,  Inc.,  a
private  equipment  leasing  company   specializing  in  oil  and  gas  industry
equipment.  Mr.  Luke  received a Bachelor of Arts  Degree in  Mathematics  from
California State University, San Jose in 1969.

     John D.  Desbrow.  Mr. John D.  Desbrow has been  Secretary  of the Company
since  March 30,  1994.  Mr.  Desbrow is also a Director  and  Secretary  of the
Company's Parent company,  Nona. Mr. Desbrow has also been serving as a Director
and  Secretary of Hart since July 31, 1993.  Mr.  Desbrow has been a director of
Toen since September 28, 1994.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       10
Steven H. Dong.  Mr. Dong is Chief  Financial  Officer of the Company.  Mr.
Dong replaced  Kenneth R. O'Neal who resigned as the Companys'  Chief  Financial
Officer and as a Director  effective  July 16, 1995. In addition to his position
with the Company,  Mr. Dong currently serves as Chief Financial Officer of Nona,
Hart, Toen and NuVen Advisors.

     Because of their other  relationships,  the officers  and  directors of the
Company  may have  conflicts  of  interest  with the  Company  which may have an
adverse effect upon the  operations of the Company.  Each of the officers of the
Company are  officers of Nona and in the event of a dispute  between the Company
and Nona, the officers may not be able to exercise independent judgment.

Control of the Company by Nona Morelli's II, Inc.

     As of the date of this Reoffer  Prospectus,  Nona  Morelli's II, Inc. holds
40.2% of the Company's  voting  securities.  Inasmuch as there are no cumulative
voting  rights and  directors  are elected by majority  vote,  depending  on the
results of shareholder votes Nona Morelli's II, Inc. may be able to elect all of
the directors and therefore control the affairs of the Company.

Need for Additional Authorized Shares

     The Company has no unissued  authorized  common  shares  available  for the
exercise of Warrants or options or the  conversion  of Preferred  Shares.  Until
shareholder  approval for the Amendment of the Certificate of  Incorporation  is
obtained,  any  outstanding  options and warrants  may not be  exercised  and no
proceeds  obtained  by the  Company.  A  proposal  to  authorize  an  additional
70,000,000  shares is being submitted to the shareholders  for approval.  If the
proposal is not passed, the Company will be unable to raise equity capital.

                                 USE OF PROCEEDS

     The Company  will not receive any  proceeds  from the sale of any Shares by
the Selling Securityholder.

                              PLAN OF DISTRIBUTION

Sale of Shares by Selling Securityholder

     The Company  has been  advised by the  Selling  Securityholder  that he may
offer the  Shares  for sale at any time or from time to time.  Such sales may be
made in the over-the-counter  market, or in privately  negotiated  transactions.
Sales of Shares in the over-the-counter market may be by means of one or more of
the  following:  (a) a block trade in which a broker or dealer  will  attempt to
sell the Shares as agent but may  position  and resell a portion of the block as
principal to facilitate the transaction;  (b) purchases by a dealer as principal
and resale by such dealer for its account  pursuant to this Reoffer  Prospectus;
and (c) ordinary  brokerage  transactions  and  transactions in which the broker
solicits  purchasers.  In  effecting  sales,  brokers or dealers  engaged by the
Selling Securityholder may arrange for other brokers or dealers to participate.

     The Selling  Securityholder  has  advised  the Company  that he has made no
agreement or arrangements  with any  underwriters,  brokers or dealers regarding
the resale of the Shares  prior to the date of this Reoffer  Prospectus.  Shares
may  be  sold  from  time  to  time  to  purchasers   directly  by  the  Selling
Securityholder.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       11
Alternatively,   subject  to  the  overriding   requirements  of  Rule  144,  if
applicable,  the Selling  Securityholder  may from time to time offer the Shares
through  underwriters,  dealers or agents,  who may receive  compensation in the
form of discounts and commissions. Such compensation,  which may be in excess of
ordinary brokerage commissions, may be paid by the Selling Securityholder and/or
the purchasers of the Shares for whom such  underwriters,  dealers or agents may
act. The Selling  Securityholder  and any dealers or agents that  participate in
the distribution of the Shares may be deemed to be  "underwriters" as defined in
the 1933 Act and any profit on the sale of the Shares by them and any discounts,
commissions  or  concessions  received  by any such  dealers or agents  might be
deemed to be underwriting discounts and commissions under the 1933 Act.

     Shares may be sold from time to time in one or more transactions at a fixed
offering  price,  which may be changed,  or at varying prices  determined at the
time of sale or at negotiated prices.

     The Company will pay all of the expenses  incident to the offering and sale
of  the  Shares  to  the  public  other  than   commissions   and  discounts  of
underwriters, dealers or agents, if any.

     If the Company is notified by the Selling  Securityholder that any material
arrangement  has been entered into with an underwriter  for the sale of Shares a
supplemental  Reoffer Prospectus will be filed, if required,  disclosing such of
the following information as the Company believes  appropriate;  (i) the name of
the  participating  underwriter;  (ii) the number of Shares involved;  (iii) the
price at which such Shares are sold; (iv) the  commissions  paid or discounts or
concessions  allowed to such  underwriter;  and (v) other facts  material to the
transaction.

     In connection with this offering the Company and the Selling Securityholder
have agreed to indemnify each other against certain civil liabilities, including
liabilities under the Securities Act of 1933, as amended.

                             SELLING SECURITYHOLDER

     The  table   below  sets  forth  the  name  and   address  of  the  Selling
Securityholder and the number of Shares held by him:
Percent Ownership(1)
- ----------------------------------------  ---------------------- ----------------------  ---------------------------------------
                                                 Number of
                                               Shares Owned             Number of            Before            Assuming all
            Name and Address                    by Selling           Shares Offered           This            Shares Offered
           of Beneficial Owner                Securityholder             Hereby             Offering             Are Sold
- ----------------------------------------  ---------------------- ----------------------  ---------------  ----------------------
Fred G. Luke                                      868,824                868,824               2.9%                -0-
2 Park Plaza, Suite 470
Irvine, CA  92714
- ----------------------------------------  ---------------------- ----------------------  ---------------  ----------------------
(1)  Based on approximately  30,000,000  shares of Common Stock outstanding
          on the date of this Reoffer Prospectus.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       12
The Selling  Securityholder  has had the following  relationships  with the
Company during the past three years as described below:

     The Selling Securityholder has been a director and executive officer of the
Company since April 1, 1994.  In addition to his position with the Company,  the
Selling Securityholder  currently serves as Chairman and Chief Executive Officer
of the  Company's  Parent  Company,  Nona,  as well as Chairman and President of
NuVen Advisors,  Inc., ("NuVen Advisors") formerly New World Capital, Inc. ("New
World"). NuVen Advisors,  which is controlled by Fred G. Luke, as Trustee of the
Luke Family  Trust,  is an affiliate of both Nona and NuOasis  Gaming.  The Luke
Family Trust and Lawver Corp. owns 93% and 7%, respectively,  of NuVen Advisors.
Fred G.  Luke,  as trustee of the Luke  Trust,  controls  the Luke Trust and Mr.
Lawver is the majority  shareholder of Lawver Corp. and thereby  controls Lawver
Corp.

     In August 1995, the Company entered into an Employment  Agreement with Fred
G. Luke, the Company's Chairman and President.  Mr. Luke has been serving as the
Company's Chairman and President since  approximately March 31, 1994. From March
31, 1994 through September 30, 1994, and from October 31, 1994 through September
30, 1995, Mr. Luke received no cash payments for his services.  The terms of the
Employment  Agreement  call for Mr.  Luke to  receive  approximately  $4,500 per
month,  retroactive  to April 1,  1994,  for  five (5)  years as a base  salary;
granted him an option to purchase 3,000,000 shares of the Company's common stock
at an exercise price of $.12 per share;  provides him with an annual bonus based
upon a number of factors related to the Company's  growth and performance  which
include (a) serving on the Company's  Board of Directors  and as its  President;
(b) providing advice concerning mergers and acquisitions; (c) corporate finance;
(d) day to day  management;  (e)  guidance  with  respect  to  general  business
decisions;   (f)  other  duties  commonly   performed  by  the  President  of  a
publicly-held  company;  and  requires  the Company to purchase  life  insurance
coverage, reimbursement for vehicle expenses, and provide other fringe benefits.
No bonuses  have been  accrued,  paid or are owed as of the date of this Report.
The Company expensed $86,000, and $0 during fiscal 1995 and 1994,  respectively,
and had  $86,000  and $0 due to Mr.  Luke as of  September  30,  1995 and  1994,
respectively.

     Effective  April  1,  1994,  the  Company  entered  into  an  Advisory  and
Management Agreement with NuVen Advisors for the engagement of NuVen Advisors to
perform   administrative,   human  resource  and   merger/acquisition   services
consisting  of (a)  management  of the  use,  purchase  and  disposition  of the
Company's assets including, by way of illustration,  the evaluation of economic,
statistical,  financial and other data, and formulation and/or implementation of
the Company's  business  plan;  and (b)  management of the Company's  operations
including,  by way of illustration,  the furnishing of routine supervisory,  and
administrative   services  and  the  supervision  of  administrative   personnel
including, by way of illustration,  consultant recruiting and screening; and (c)
preparation  of the usual and  customary  reports  required  of a  publicly-held
company subject to the reporting  requirements of the Securities Exchange Act of
1934;  and (d)  furnishing  of office  space,  facilities  and equipment for the
Company's non-exclusive use. The Company has significantly reduced or eliminated
completely its human resource and payroll obligations and requirements,  but the
Company   continues  to  require  the   administrative,   audit  and  consultant
screenings,  and merger/acquisition  services. The Company anticipates continued
reliance on the services  provided under the Advisory and Management  Agreements
until such time it has, or its  subsidiaries,  have the need and sufficient cash
flow to justify to perform such services  in-house.  Pursuant to such Agreement,
the Company agreed to pay NuVen Advisors $180,000  annually,  payable monthly in
$15,000 increments in arrears,  and granted NuVen Advisors an option to purchase
2,000,000  shares of the Company's  common stock  exercisable at a price of $.10
per share. The Company expensed $180,000, and $0, during fiscal 1995 and 1994,

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       13
respectively,  and had $15,500 and $0 due to NuVen  Advisors as of September 30,
1995 and 1994, respectively.

     Effective  April 1, 1994,  CMA  entered  into an  Advisory  and  Management
Agreement  with NuVen  Advisors for the  engagement of NuVen Advisors to perform
administrative, human resource and merger/acquisition services consisting of (a)
management of the use,  purchase and disposition of CMA's assets  including,  by
way of  illustration,  the  evaluation of economic,  statistical,  financial and
other data, and formulation  and/or  implementation  of CMA's business plan; and
(b)  management  of CMA's  operations  including,  by way of  illustration,  the
furnishing  of  routine   supervisory  and   administrative   services  and  the
supervision  of  administrative  personnel  including,  by way of  illustration,
consultant  recruiting  and  screening;  and (c)  preparation  of the  usual and
customary  reports required of a publicly-held  company subject to the reporting
requirements  of the  Securities  Exchange Act of 1934;  and (d)  furnishing  of
office space,  facilities  and equipment  for CMA's  non-exclusive  use. CMA has
significantly  reduced or eliminated  completely  its human resource and payroll
obligations and requirements,  but CMA continues to require the  administrative,
audit  and  consultant   screenings,   and   merger/acquisition   services.  CMA
anticipates  continued  reliance on the services provided under the Advisory and
Management Agreements until such time it has, or its subsidiaries, have the need
and sufficient cash flow to justify to perform such services in-house.  Pursuant
to such Agreement CMA agreed to pay NuVen Advisors  $120,000  annually,  payable
monthly in $10,000  increments in arrears,  and granted NuVen Advisors an option
to purchase up to five percent (5%) of CMA's  common  stock  outstanding  at the
time of  exercise,  exercisable  at a price per share  equal to one  hundred ten
percent (110%) of the book value of such shares.  CMA expensed  $120,000 and $0,
during fiscal 1995 and 1994, respectively,  and had $120,000 and $0 due to NuVen
Advisors as of September  30, 1995 and 1994,  respectively.  The option given to
NuVen  Advisors by CMA, if exercised,  will (a) result in an infusion of working
capital into CMA; and, (b) reduce the Company's ownership of CMA by five percent
(5%), which management believes will not have any material adverse effect on the
Company's financial condition or investment in CMA.

                          DESCRIPTION OF CAPITAL STOCK

     The authorized  capital stock of the Company consists of 30,000,000  shares
of Common Stock of $.01 par value,  and 1,000,000  shares of Preferred  Stock of
$.01 par value ("Preferred  Stock").  As of the date of this Reoffer Prospectus,
there were 170,000 shares of 14% Cumulative Convertible $.01 par value Preferred
Stock  issued and  outstanding,  250,000  shares of Series B Preferred  Stock of
$2.00 par value issued and outstanding, 30,000,000 shares of Common Stock issued
and  outstanding,  19,445,193  shares  of Common  Stock  reserved  for  issuance
pursuant  to the  exercise  of all  outstanding  Warrants,  and  170,000  shares
reserved  for  issuance  upon the  conversion  of the 14%  Preferred  Stock  and
19,500,000  shares  reserved for issuance  upon the  conversion  of the Series B
Preferred Stock. The shares of Common Stock reserved for issuance, when added to
the number of outstanding  shares,  exceeds the number of authorized shares. The
Company intends,  upon receipt of shareholder approval, to amend its Certificate
of Incorporation  to increase the number of authorized  shares to 100,000,000 to
allow for exercise of all outstanding warrants and options and the conversion of
the  outstanding  Preferred  Stock.  If shareholder  approval is not given,  the
Warrants and Options will not be exercisable and the Preferred Stock will not be
convertible.

14% Cumulative Convertible Preferred Stock

     The 14%  Cumulative  Convertible  $.01  par  value  Preferred  Stock  ("14%
Preferred  Stock") issued by the Company shall pay an annual dividend of $.14 or
fourteen percent (14%) paid quarterly in arrears on March 31, June 30, September

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       14
30 and December 31, to the extent  permitted by the General  Corporation  Law of
the State of Delaware and, if applicable, also of the State of California.

     The Company,  though  incorporated in Delaware,  is registered as a foreign
corporation  operating  in  California,   and  if  more  than  one-half  of  its
outstanding  voting securities are held of record by persons having addresses in
California and the Company meets other relevant  California  taxation tests, the
Company may be subject to  California  law with  respect to dividends as well as
many other corporate matters.  Section 500 of the California General Corporation
Law prohibits any dividends to be distributed to  shareholders  unless:  (a) the
amount of the retained earnings of the Company  immediately prior thereto equals
or exceeds the amount of the proposed dividend distribution;  or (b) immediately
after giving effect thereto:

     (1)  The  sum  of  the  assets  of  the  Company  (exclusive  of  goodwill,
          capitalized  research and development  expenses and deferred  charges)
          would be at least equal to 1 1/4 times its liabilities  (not including
          deferred taxes, deferred income and other deferred credits); and

     (2)  The  current  assets  of the  Company  would be at least  equal to its
          current liabilities.

     Dividends are cumulative;  i.e., unpaid  dividends,  whether or not earned,
accrue beyond the  designated  payment date.  Dividends may be declared and paid
upon  Common  Stock  in any  fiscal  year of the  Company  only  if all  accrued
dividends  upon all  shares  of 14%  Preferred  Stock  have been  paid.  The 14%
Preferred  Stock shall have a liquidation  preference  of the original  purchase
price ($1.00 per share) plus unpaid  dividends on each share of Preferred Stock.
The balance of proceeds of a  liquidation,  if any, are to be paid to the Common
Stock holders of the Company. A merger or reorganization or other transaction in
which control is transferred will be treated similar to a liquidation.

     The 14%  Preferred  Stock is  redeemable by the Company after twelve months
from issuance,  September 5, 1989, and thereafter upon thirty days notice by the
Company's  Board of Directors  at a redemption  price of $1.00 per share plus an
amount equal to all unpaid dividends thereon to the redemption date.

     Subject to anti-dilution adjustments,  each share of 14% Preferred Stock is
convertible at any time into one share of the Company's Common Stock. Each share
of the 14% Preferred Stock votes on a 1:1  converted-to-Common  Stock basis, and
the holders of 14%  Preferred  Stock and the holders of Common  Stock shall vote
together  as one  class  on all  matters  submitted  to a vote of the  Company's
stockholders.  The conversion  ration of the 14% Preferred Stock to Common Stock
will  be  proportionally  adjusted  in  the  event  of  dilution.   Proportional
adjustments for stock splits and stock dividends will be made.

Series B Preferred Stock

     Pursuant to the Stock  Purchase  Agreement  with Nona and CMA,  the Company
issued  250,000  shares  of  Series B  Preferred  Stock to  Nona.  The  Series B
Preferred  Stock has no redemption  rights and is not entitled to any dividends.
It has a  liquidation  value of $2 per share in  preference  to any  payment  on
common stock,  subject only to rights of the holders of the 14% Preferred Stock.
Each share is entitled to seventy-eight (78) votes and has been convertible into
seventy-eight  (78) fully paid and  nonassessable  shares of common  stock since
March 31, 1994.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       15
Common Stock

     The Company is  authorized  to issue  30,000,000  shares of Common Stock of
$.01 par  value.  Each  share of  Common  Stock is  entitled  to one vote at all
meetings  of  shareholders.  All shares of Common  Stock are equal to each other
with respect to  liquidation  rights and dividend  rights.  All shares of Common
Stock when issued,  including shares issuable upon exercise of Warrants and upon
conversion  of the 14%  Preferred  Stock and Series B Preferred  Stock,  will be
validly issued,  fully paid, and non-assessable.  There are no preemptive rights
with  respect to  additional  issuances  of Common  Stock.  The  Certificate  of
Incorporation  of the  Company  does not provide  for  cumulative  voting at the
election of directors.

     In the event of  liquidation,  dissolution,  or  winding-up of the Company,
holders of the Common Stock will be entitled to receive on a pro-rata  basis all
assets of the Company remaining after satisfaction of all liabilities, including
the  liquidation  preference of the holders of the Company's 14% Preferred Stock
or any other series of preferred stock subsequently  issued having a liquidation
preference.

Redeemable Warrants

     In 1993 the Company offered and sold in three separate Private Placements a
total of 77 units (the  "Units"),  each Unit  consisting of 40,000 shares of its
Common Stock,  40,000 New Class A Redeemable Common Stock Purchase Warrants (the
"New Class A Warrants)  totaling  3,080,000,  and 40,000 New Class B  Redeemable
Common Stock Purchase Warrants (the "New Class B Warrants")  totaling 3,080,000,
sometimes  collectively referred to herein with the New Class A Warrants and New
Class B Warrants as the "Warrants".  Each Warrant was immediately detachable and
separately  transferable  from the Units.  Each New Class A Warrant entitles the
holder  thereof  to  purchase  one share of Common  Stock at a price of $.50 per
share.  Each New Class B Warrant  entitles  the holder  thereof to purchase  one
share  of  Common  Stock at a price of $.75 per  share.  In  September  1993 the
Company  offered and sold New Class C Redeemable  Common Stock Warrants for each
New Class A Warrant exercised before September 30, 1993. In connection with that
offer,  1,510,000 New Class A Warrants were exercised  resulting in the issuance
of  1,510,000  shares  of  restricted  common  stock and  1,510,000  New Class C
Warrants at a price of $1.00 per share.  Each New Class C Warrant  entitles  the
holder to  purchase  one share of  Common  Stock at a price of $1.00 per  share.
Provided the bid price of the Company's Common Stock meets certain minimum price
thresholds, the New Class A, New Class B and New Class C Warrants are redeemable
by the  Company at any time  prior to their  conversion  upon 30 days  notice of
redemption  in writing to the holders of record  thereof at a price of $.001 per
Warrant.

New Class D Warrants

     At the Closing of the Stock  Purchase  and Business  Combination  Agreement
with Nona on March 31, 1994, the Company issued  6,000,000 New Class D Warrants.
Each New Class D Warrant is  exercisable  at $1.00 per warrant and will  entitle
the holder to receive upon exercise two (2) shares of Common  Stock,  or a total
of 12,000,000  shares if all of the New Class D Warrants are exercised.  To date
none of the New Class D Warrants have been  exercised.  The New Class D Warrants
expire on March 30, 2004.

Nona Option

     At the Closing of the Stock  Purchase  and Business  Combination  Agreement
with Nona,  the Company  granted an Option for the  purchase of up to  6,160,000
shares of Common Stock. This Option is nontransferable and exercisable at $.01

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       16
per share. The total number of shares that can be purchased upon exercise of the
Option is equal to the number of shares of Common Stock  subject to New Class A,
New  Class B and New Class C  Warrants  outstanding  at March 30,  1994 that the
Warrantholders  fail to purchase  prior to expiration of those  Warrants.  Those
Warrants  all  expire  one  year  after  the  effective  date  of  this  Reoffer
Prospectus.  Nona does not hold any of the New Class A, B or C Warrants,  nor is
it  currently  entitled to exercise  its option.  Option  certificates  shall be
issued to Nona 10 days after the first anniversary date of the effective date of
this Reoffer Prospectus. The right to exercise the Option continues for a period
of 180 days  commencing  one  year  after  the  effective  date of this  Reoffer
Prospectus.

         DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

     The Company hereby  incorporates by reference (i) its annual report on Form
10-KSB/A for the year ended September 30, 1995,  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 10-K (or 10-KSB),  as
well as all other  reports  filed under  Section 13 of the Exchange Act, and the
Company's Form 8-A 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 Reoffer  Prospectus and to be a part hereof
from the date of filing.  All documents  which when  together,  constitute  this
Reoffer  Prospectus,  will be sent or given to  participants  by the  Company as
specified by Rule 428(b)(1) of the Securities Act.

     A copy of any  document or part thereof  incorporated  by reference in this
Registration  Statement  but not delivered  with this Reoffer  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 92714 Telephone (714) 553- 3232.

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
     OF 1933 MAY BE PERMITTED TO DIRECTORS,  OFFICERS AND CONTROLLING PERSONS OF
     THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, OR OTHERWISE, THE COMPANY
     HAS  BEEN  ADVISED  THAT IN THE  OPINION  OF THE  SECURITIES  AND  EXCHANGE
     COMMISSION  SUCH  INDEMNIFICATION  IS AGAINST PUBLIC POLICY AS EXPRESSED IN
     THE ACT AND IS,  THEREFORE,  UNENFORCEABLE,  IN THE EVENT  THAT A CLAIM FOR
     INDEMNIFICATION  AGAINST  SUCH  LIABILITIES  (OTHER THAN THE PAYMENT BY THE
     COMPANY OF EXPENSES INCURRED OR PAID BY A DIRECTOR,  OFFICER OR CONTROLLING
     PERSON OF THE  COMPANY 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,  THE COMPANY 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 BY IT IS AGAINST PUBLIC POLICY AS EXPRESSED IN
     THE ACT AND WILL BE GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       17
TRANSFER AGENT

     The Company has retained  American Stock Transfer & Trust Company,  40 Wall
Street,  46th Floor,  New York, New York 10005, as Transfer Agent for the Common
Stock, Warrants and 14% Preferred Stock.

                                MATERIAL CHANGES

     Any and all changes in the Company's  affairs which have occurred since the
end of the fiscal year for which audited  financial  statements were included in
the Company's Form 10-KSB/A  incorporated herein by reference are described in a
subsequent  report  on  Form  10-QSB  which  are  also  incorporated  herein  by
reference.

                                  LEGAL MATTERS

     Pursuant  to  Instructions  in Item 8,  Part II of Form S-8 no  opinion  of
counsel is required for this Reoffer Prospectus.

                                     EXPERTS

     The audited financial statements  incorporated by reference in this Reoffer
Prospectus  from the Company's  most recent Annual Report on Form 10-KSB/A filed
under the Securities Exchange Act of 1934 have been audited by Raimondo,  Pettit
& Glassman,  independent auditors,  as set forth in their report thereon,  which
included an explanatory paragraph with respect to the substantial doubt existing
about the  ability of the  Company to  continue  as a going  concern  due to its
recurring net losses,  negative cash flows from operating  activities  since its
inception,  limited liquid  resources,  negative working capital and its primary
operating  subsidiary  filing for  protection  under Chapter 7 of the Bankruptcy
Code, incorporated by reference from such Annual Report on Form 10-KSB/A and are
so  incorporated  in reliance  upon such report given upon the authority of such
firm as experts in accounting and auditing.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       18
868,824 SHARES OF COMMON STOCK

                              NUOASIS GAMING, INC.

                   (formerly known as E.N. Phillips Company)
                            (A Delaware Corporation)

                               REOFFER PROSPECTUS

================================================================================

     No  dealer,  salesman  or  other  person  has been  authorized  to give any
information  or to make any  representations  other than those  contained in the
Reoffer Prospectus.  If given or made, such information or representations  must
not be relied  upon as having  been  authorized  by the  Company.  This  Reoffer
Prospectus  does not constitute an offer to sell or  solicitation of an offer to
buy any securities  other than the shares of Common Stock to which it relates or
an offer or solicitation to any person in any  jurisdiction  where such an offer
or solicitation  would be unlawful.  Neither delivery of this Reoffer Prospectus
nor any sale made hereunder shall under any circumstances  create an implication
that  information  contained  herein is correct as of any time subsequent to its
date.

                                TABLE OF CONTENTS

                                                                            Page

Reoffer Prospectus Summary ................................................. 3
Risk Factors ............................................................... 8
Use of Proceeds ............................................................ 11
Plan of Distribution ....................................................... 11
Selling Securityholder ..................................................... 12
Description of Capital Stock ............................................... 14
Documents Incorporated by Reference and Additional Information ............. 17
Indemnification of Officers and Directors .................................. 17
Transfer Agent ............................................................. 18
Material Changes ........................................................... 18
Legal Matters .............................................................. 18
Experts .................................................................... 18
================================================================================

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                       19
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

     Company  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 Company 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 de-registers 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)  Company'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  Company,  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
corporation,  and with  respect to any  criminal  action 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

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                      II-1
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

     Exemption  is claimed  under  Section  4(2) for the issuance on February 6,
1996 of 868,824  restricted  shares to Fred G. Luke as not  involving any public
offering.

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.                Not required

              6.                Not required.

              7.                Not required.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                      II-2
Exhibit No.           Title
         ----------------------------------------------------------------------
              8.                Not required.

              9.                Not required.

              10.               Employment Agreement with Fred G. Luke

              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              Not required

              24.2              Consent of Raimondo, Pettit & Glassman

              25.               Not applicable.

              26.               Not applicable.

              27.               Not applicable.

              28.               Not applicable.

              29.               Not applicable.

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                                       II-3
ITEM 9.           UNDERTAKINGS

     Insofar as indemnification for liabilities arising under the Securities Act
may be  permitted to  directors,  officers  and  controlling  persons of Company
pursuant to the foregoing  provisions,  or  otherwise,  Company 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 Company of expenses incurred
or  paid  by a  director,  officer  or  controlling  person  of  Company  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,  Company  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.

     Company 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 Reoffer Prospectus  required by Section 10 (a) (3) of
               the Securities Act;

          (ii) reflect in the  Reoffer  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 Company 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 Reoffer  Prospectus,  to
          each  person to whom the  Reoffer  Prospectus  is sent or  given,  the
          latest  annual  report to security  holders  that is  incorporated  by
          reference  in the Reoffer  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

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                      II-4
not set forth in the Reoffer  Prospectus,  to deliver,  or cause to be
          delivered  to each  person to whom the Reoffer  Prospectus  is sent or
          given, the latest  quarterly report that is specifically  incorporated
          by  reference  in the  Reoffer  Prospectus  to  provide  such  interim
          financial information.

     Company hereby  undertakes  that, for purposes of determining any liability
under the  Securities  Act of 1933,  each  filing  of  Company'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:APRIL96.FS8]-3

                                      II-5
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 30th day of April,
1996.

                                             NUOASIS GAMING, INC.
                                             (Registrant)

                                             By:
                                                -------------------------------
                                                Fred G. Luke, President

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

Fred G. Luke     President and Director    April 30, 1996

Steven H. Dong   Chief Financial Officer   April 30, 1996

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                      II-6
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 30th day of April,
1996.

                                             NUOASIS GAMING, INC.
                                             (Registrant)

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

     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/Fred G. Luke
   Fred G. Luke          President and Director    April 30, 1996

/s/Steven H. Dong
   Steven H. Dong        Chief Financial Officer   April 30, 1996

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                      II-6
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-B and are specifically  incorporated herein
by this reference:

      Exhibit
     Number in
   Registration                                               Numbered
    Statement                    Description                    Page
    ------------------------------------------------------------------

       10          Employment Agreement with Fred G. Luke        29

       24.2        Consent of C. Raimondo Pettit & Glassman      41

                                                      [NUOGAM\FS8:APRIL96.FS8]-3

                                      II-7
EXHIBIT 10

                     EMPLOYMENT AGREEMENT WITH FRED G. LUKE
                     --------------------------------------

                                                      [NUOGAM\FS8:APRIL96.FS8]-3
EXHIBIT 24.2

                      CONSENT OF RAIMONDO PETTIT & GLASSMAN
                      -------------------------------------

                                                      [NUOGAM\FS8:APRIL96.FS8]-3
CONSENT OF INDEPENDENT ACCOUNTANTS

     We consent to the incorporation by reference in this registration statement
of NuOasis  Gaming,  Inc.  on Form S-8 (File No.  0-18224)  of our report  dated
December 15, 1995,  on our audit of the  consolidated  financial  statements  of
NuOasis  Gaming,  Inc.  as of  September  30,  1995,  which  report  included an
explanatory  paragraph  with respect to  substantial  doubt  existing  about the
Company's  ability to continue as a going  concern and is included in the Annual
Report on Form 10-KSB/A filed with the Securities and Exchange  Commission on or
about April 2, 1996.

                                             /s/Raimondo, Pettit & Glassman
                                                RAIMONDO, PETTIT & GLASSMAN

Torrance, California
May 3, 1996

                                                      [NUOGAM\FS8:APRIL96.FS8]-3
NuOASIS GAMING INC.
                        (formerly E.N. Phillips Company)
                             2 Park Plaza, Suite 470
                                Irvine, CA 92714
               Telephone (714) 833-5382 o Facsimile (714) 833-7854

                                 April 30, 1996

Room 1012
SECURITIES AND EXCHANGE COMMISSION
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

         RE:      NuOasis Gaming, Inc.

Ladies and Gentlemen:

     Pursuant  to Rule 2 of  Regulation  C and  the  instructions  to Form  S-8,
enclosed  on  behalf of  NuOasis  Gaming,  Inc.  are  three  copies  each of the
completed  Registration  Statement  on Form S-8 dated April 30,  1996  including
exhibits and three additional copies without exhibits.  The manually signed copy
of Form S-8 has been so  indicated in the upper  righthand  corner of the facing
page.

     Pursuant to Rule 457, a cashier's  check in the amount of the filing fee of
$100 is enclosed.

     Also  enclosed  in one  additional  copy of this  letter  and the  Form S-8
Registration Statement together with a postage paid, self-addressed envelope for
the Commission's use in acknowledging  the filing of the Registration  Statement
on Form S-8.

     If there are any problems regarding this filing, please contact me at (714)
833-5382.

                                             Very truly yours,

                                             /s/Doreen H. Ogata
                                                Doreen H. Ogata

Enclosures

                                                      [NUOGAM\FS8:APRIL96.FS8]-3