AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2001
                                               REGISTRATION NO. __________




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                              NuOasis Resorts, Inc.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

        Nevada                                                   84-1126818
-------------------------------                             -------------------
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                              Identification No.)

            4695 MacArthur Court, Suite 1450, Newport Beach, CA 92660
--------------------------------------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)

                    The NuOasis Resorts, Inc. 2001 Stock Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                  Fred G. Luke
                        4695 MacArthur Court, Suite 1450
                         Newport Beach, California 92660
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (949) 833-2094
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


<PAGE>


                         CALCULATION OF REGISTRATION FEE

                                                Proposed
                                   Proposed      Maximum
   Title of        Amount of       Offering     Aggregate     Amount of
  Securities      Shares to be  Offering Price  Offering    Registration
to be Registered   Registered     Per Share      Price(1)       Fee
----------------  ------------  --------------  ---------   -------------
$.01 par value
common stock        8,000,000    $    .01(1)    $ 80,000      $ 20.00
----------------  ------------  -------------- ----------   -------------

TOTALS              8,000,000                   $ 80,000      $ 20.00
----------------  ------------                 ----------   -------------


   (1)   This calculation is made solely for the purposes of determining the
         registration fee pursuant to the provisions of Rule 457(c) under the
         Securities Act and is calculated on the basis of the average of the
         high and low prices per share of the common stock reported on the OTC
         Bulletin Board as of a date within five business days prior to the
         filing of this Registration Statement.


                                       2
<PAGE>


                                   PROSPECTUS

                              NuOasis Resorts, Inc.
                        8,000,000 Shares Of Common Stock

     This prospectus relates to the offer and sale by NuOasis Resorts, Inc., a
Nevada corporation ("NuOasis"), of shares of its $.01 par value per share common
stock to certain employees, officers, directors, advisors and consultants (the
"consultants") pursuant to the NuOasis Resorts Inc. 2001 Stock Plan.

     The common stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of NuOasis 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. NuOasis is not registering
shares for any affiliates of the company. An affiliate is summarily, any
director, executive officer or controlling shareholder of NuOasis or anyone of
its subsidiaries. An "affiliate" of NuOasis is subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). If a
consultant who is not now an "affiliate" becomes an "affiliate" of NuOasis in
the future, he would then be subject to Section 16(b) of the Exchange Act.

         The common stock is traded on the OTC Bulletin Board under the symbol
"NUOA."

           These Securities Have Not Been Approved Or Disapproved By The
           Securities And Exchange Commission Nor Has The Commission
           Passed Upon The Accuracy Or Adequacy Of This Prospectus. Any
           Representation To The Contrary Is A Criminal Offense.

                  The date of this prospectus is June 28, 2001

                                       3
<PAGE>


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

     A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: NuOasis Resorts, Inc.,
4695 MacArthur Court, Suite 1450, Newport Beach, CA 92660. NuOasis' telephone
number is (949) 833-2094.

     NuOasis 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 NuOasis 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. NuOasis' common stock is traded on the OTC Bulletin Board of the NASDAQ
Stock Market under the symbol "NUOA."

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

     Neither the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been a change in
the affairs of NuOasis since the date hereof.

                                       4
<PAGE>


                                TABLE OF CONTENTS


Information Required in the Section 10(a) Prospectus.......................... 6

Item 1.  Plan Information..................................................... 6

         General Information.................................................. 6

         The Company.......................................................... 6
         Purposes 6
         Common Stock......................................................... 6
         The Consultants...................................................... 6
         No Restrictions on Transfer.......................................... 6
         Tax Treatment to the Consultants..................................... 6
         Tax Treatment to the Company......................................... 7
         Restrictions on Resales.............................................. 7

Documents Incorporated by Reference and Additional Information................ 7

Item 2.  Registrant Information and Employee Plan Annual Information.......... 7

         Legal Opinion and Experts............................................ 8
         Indemnification of Officers and Directors............................ 8

Information Required in the Registration Statement............................ 9

Item 3.  Incorporation of Documents by Reference.............................. 9

Item 4.  Description of Securities............................................ 9

Item 5.  Interests of Named Experts and Counsel............................... 9

Item 6.  Indemnification of Directors and Officers............................ 9

Item 7.  Exemption from Registration Claimed..................................11

Item 8.  Exhibits.............................................................11

Item 9.  Undertakings.........................................................12

Signatures....................................................................14

Exhibit Index.................................................................15


                                       5
<PAGE>


                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS


Item 1.   Plan Information

GENERAL INFORMATION

The Company

     NuOasis has its principal executive offices at 4695 MacArthur Court, Suite
1450, Newport Beach, CA 92660 where its telephone number is (949) 833-2094.

Purposes

     NuOasis will issue common stock to certain consultants pursuant to the
NuOasis Resorts, Inc. 2001 Stock Plan, approved by the Board of Directors of
NuOasis. A copy of the Plan has been filed as an exhibit to this registration
statement.

Common Stock

     The Board has authorized the issuance of up to 8,000,000 shares of the
common stock to the consultants upon effectiveness of this registration
statement.

The Consultants

     The consultants have agreed to provide their expertise and advice to
NuOasis for the purposes set forth in their agreements with NuOasis.

No Restrictions on Transfer

     The consultants will become the record and beneficial owners of the shares
of common stock upon issuance and delivery and are entitled to all of the rights
of ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the common stock.

Tax Treatment to the Consultants

     The common stock is not qualified under Section 401(a) of the Internal
Revenue Code. The consultants, therefore, will be required for federal income
tax purposes to recognize ordinary income during the taxable year in which the
first of the following events occurs: (a) the shares become freely transferable,
or (b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, absent a specific contractual provision to the contrary, the
consultants will receive compensation taxable at ordinary rates equal to the
fair market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. If, however,
the consultants receive shares

                                       6
<PAGE>

of common stock pursuant to the exercise of an option or options at an exercise
price below the fair market value of the shares on the date of exercise, the
difference between the exercise price and the fair market value of the stock on
the date of exercise will be deemed ordinary income for federal income tax
purposes. The consultants are urged to consult each of their tax advisors on
this matter. Further, if any recipient is an "affiliate," Section 16(b) of the
Exchange Act is applicable and will affect the issue of taxation.

Tax Treatment to the Company

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

Restrictions on Resales

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

                       DOCUMENTS INCORPORATED BY REFERENCE
                           AND ADDITIONAL INFORMATION

     NuOasis hereby incorporates by reference (i) its annual report on Form
10-KSB for the year ended June 30, 2000, 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 (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 NuOasis pursuant to Section 13,
14, or 15(d) of the Exchange Act prior to the termination of this offering are
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing. All documents which when together, constitute
this prospectus, will be sent or given to participants by the registrant as
specified by Rule 428(b)(1) of the Securities Act.

Item 2.   Registrant Information and Employee Plan Annual Information

     A copy of any document or part thereof incorporated by reference in this
Registration Statement but not delivered with this prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: NuOasis Resorts, Inc., 4695 MacArthur Court, Suite 1450, Newport
Beach, CA 92660, where its telephone number is (949) 833-2094.

                                       7
<PAGE>

Legal Opinion and Experts

     Weed & Co. L.P. has rendered an opinion on the validity of the securities
being registered. Weed & Co. L.P. is not an "affiliate" of NuOasis.

     The financial statements of NuOasis Resorts, Inc. incorporated by reference
in this prospectus for the year ended June 30, 2000 have been audited by Haskell
& White LLP, independent certified public accountants, as set forth in their
report incorporated herein by reference, and are incorporated herein in reliance
upon such report given upon the authority of said firm as experts in auditing
and accounting.

Indemnification of Officers and Directors

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

                                       8
<PAGE>



                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

     NuOasis hereby states that (i) all documents set forth in (a) through (c),
below, are incorporated by reference in this registration statement, and (ii)
all documents subsequently filed by registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which 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)  NuOasis' 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

     Not applicable.

Item 6.   Indemnification of Directors and Officers

     The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of
registrant is insured or indemnified in any manner against any liability which
they may incur in their capacity as such is Sections 78.7502 and 78.751 of the
Nevada Revised Statutes, the text of which is set forth below.

     Section 78.7502. Discretionary and mandatory indemnification of officers,
directors, employees and agents: General provisions

     1.   A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the

                                       9
<PAGE>

request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding if he acted in good faith and in a manner which he
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. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

     2.   A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

     3.   To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

     Section 78.751. Authorization required for discretionary indemnification;
advancement of expenses; limitation on indemnification and advancement of
expenses

     1.   Any discretionary indemnification under NRS 78.7502, unless
ordered by a court or advanced pursuant to subsection 2, may be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:

     (a)  By the stockholders;

     (b)  By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;


                                       10
<PAGE>

     (c)  If a majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or

     (d)  If a quorum consisting of directors who were not parties to
the action, suit or proceeding cannot be obtained, by independent legal counsel
in a written opinion.

     2.   The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

     3.   The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:

     (a)  Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.

     (b)  Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

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

         Exhibit No.      Title

         5.1              Opinion of Weed & Co. L.P. regarding the legality of
                          the securities registered.
         10.1             NuOasis Resorts, Inc. 2001 Stock Plan
         23.1             Consent of Weed & Co. L.P.
         23.2             Consent of Haskell & White LLP

                                       11
<PAGE>

Item 9.   Undertakings

         The undersigned registrant hereby undertakes:

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

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

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

               (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
               periodic reports filed by the registrant small business issuer
               under the Exchange Act.

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

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

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


                                       12
<PAGE>

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

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


                                       13
<PAGE>


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Newport Beach, State of California on June 28, 2001.

                                               NuOasis Resorts, Inc.
                                                   (Registrant)


                                               By:  /s/Fred G. Luke
                                                       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       President and Chairman                  June 28, 2001
-----------------------
      Fred G. Luke


  /s/ Leonard J. Roman   Chief Financial Officer and Director    June 28, 2001
-----------------------
      Leonard J. Roman

  /s/ Jon L. Lawver      Secretary and Director                  June 28, 2001
-----------------------
      Jon L. Lawver





                                       14


<PAGE>


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
    Statement                   Description
----------------   ----------------------------------------------

5.1                Opinion of Counsel
10.1               NuOasis Resorts, Inc. 2001 Stock Plan
23.1               Consent of Weed & Co. L.P., counsel to NuOasis
23.2               Consent of Haskell & White LLP








                                       15
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{"company-data": {"conformed-name": "NUOASIS RESORTS INC", "cik": "0000848296", "assigned-sic": "7990", "irs-number": "841126818", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64186", "film-number": "1672163"}, "business-address": {"street1": "4695 MACARTHUR CT", "street2": "STE 530", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "7148332094"}, "mail-address": {"street1": "4695 MACARTHUR COURT", "street2": "SUITE 530", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}, "former-company": [{"former-conformed-name": "MORELLIS NONA II INC", "date-changed": "19920703"}, {"former-conformed-name": "NONA MORELLIS II INC", "date-changed": "19900731"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2001
                                               REGISTRATION NO. __________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              NuOasis Resorts, Inc.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

        Nevada                                                   84-1126818
-------------------------------                             -------------------
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                              Identification No.)

            4695 MacArthur Court, Suite 1450, Newport Beach, CA 92660
--------------------------------------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)

                    The NuOasis Resorts, Inc. 2001 Stock Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                  Fred G. Luke
                        4695 MacArthur Court, Suite 1450
                         Newport Beach, California 92660
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (949) 833-2094
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

                                                Proposed
                                   Proposed      Maximum
   Title of        Amount of       Offering     Aggregate     Amount of
  Securities      Shares to be  Offering Price  Offering    Registration
to be Registered   Registered     Per Share      Price(1)       Fee
----------------  ------------  --------------  ---------   -------------
$.01 par value
common stock        8,000,000    $    .01(1)    $ 80,000      $ 20.00
----------------  ------------  -------------- ----------   -------------

TOTALS              8,000,000                   $ 80,000      $ 20.00
----------------  ------------                 ----------   -------------

   (1)   This calculation is made solely for the purposes of determining the
         registration fee pursuant to the provisions of Rule 457(c) under the
         Securities Act and is calculated on the basis of the average of the
         high and low prices per share of the common stock reported on the OTC
         Bulletin Board as of a date within five business days prior to the
         filing of this Registration Statement.

                                       2
PROSPECTUS

                              NuOasis Resorts, Inc.
                        8,000,000 Shares Of Common Stock

     This prospectus relates to the offer and sale by NuOasis Resorts, Inc., a
Nevada corporation ("NuOasis"), of shares of its $.01 par value per share common
stock to certain employees, officers, directors, advisors and consultants (the
"consultants") pursuant to the NuOasis Resorts Inc. 2001 Stock Plan.

     The common stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of NuOasis 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. NuOasis is not registering
shares for any affiliates of the company. An affiliate is summarily, any
director, executive officer or controlling shareholder of NuOasis or anyone of
its subsidiaries. An "affiliate" of NuOasis is subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). If a
consultant who is not now an "affiliate" becomes an "affiliate" of NuOasis in
the future, he would then be subject to Section 16(b) of the Exchange Act.

         The common stock is traded on the OTC Bulletin Board under the symbol
"NUOA."

           These Securities Have Not Been Approved Or Disapproved By The
           Securities And Exchange Commission Nor Has The Commission
           Passed Upon The Accuracy Or Adequacy Of This Prospectus. Any
           Representation To The Contrary Is A Criminal Offense.

                  The date of this prospectus is June 28, 2001

                                       3
This prospectus is part of a registration statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the registration statement or other filings by NuOasis with the Commission are
qualified in their entirety by the reference thereto.

     A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: NuOasis Resorts, Inc.,
4695 MacArthur Court, Suite 1450, Newport Beach, CA 92660. NuOasis' telephone
number is (949) 833-2094.

     NuOasis 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 NuOasis 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. NuOasis' common stock is traded on the OTC Bulletin Board of the NASDAQ
Stock Market under the symbol "NUOA."

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

     Neither the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been a change in
the affairs of NuOasis since the date hereof.

                                       4
TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus.......................... 6

Item 1.  Plan Information..................................................... 6

         General Information.................................................. 6

         The Company.......................................................... 6
         Purposes 6
         Common Stock......................................................... 6
         The Consultants...................................................... 6
         No Restrictions on Transfer.......................................... 6
         Tax Treatment to the Consultants..................................... 6
         Tax Treatment to the Company......................................... 7
         Restrictions on Resales.............................................. 7

Documents Incorporated by Reference and Additional Information................ 7

Item 2.  Registrant Information and Employee Plan Annual Information.......... 7

         Legal Opinion and Experts............................................ 8
         Indemnification of Officers and Directors............................ 8

Information Required in the Registration Statement............................ 9

Item 3.  Incorporation of Documents by Reference.............................. 9

Item 4.  Description of Securities............................................ 9

Item 5.  Interests of Named Experts and Counsel............................... 9

Item 6.  Indemnification of Directors and Officers............................ 9

Item 7.  Exemption from Registration Claimed..................................11

Item 8.  Exhibits.............................................................11

Item 9.  Undertakings.........................................................12

Signatures....................................................................14

Exhibit Index.................................................................15

                                       5
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

Item 1.   Plan Information

GENERAL INFORMATION

The Company

     NuOasis has its principal executive offices at 4695 MacArthur Court, Suite
1450, Newport Beach, CA 92660 where its telephone number is (949) 833-2094.

Purposes

     NuOasis will issue common stock to certain consultants pursuant to the
NuOasis Resorts, Inc. 2001 Stock Plan, approved by the Board of Directors of
NuOasis. A copy of the Plan has been filed as an exhibit to this registration
statement.

Common Stock

     The Board has authorized the issuance of up to 8,000,000 shares of the
common stock to the consultants upon effectiveness of this registration
statement.

The Consultants

     The consultants have agreed to provide their expertise and advice to
NuOasis for the purposes set forth in their agreements with NuOasis.

No Restrictions on Transfer

     The consultants will become the record and beneficial owners of the shares
of common stock upon issuance and delivery and are entitled to all of the rights
of ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the common stock.

Tax Treatment to the Consultants

     The common stock is not qualified under Section 401(a) of the Internal
Revenue Code. The consultants, therefore, will be required for federal income
tax purposes to recognize ordinary income during the taxable year in which the
first of the following events occurs: (a) the shares become freely transferable,
or (b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, absent a specific contractual provision to the contrary, the
consultants will receive compensation taxable at ordinary rates equal to the
fair market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. If, however,
the consultants receive shares

                                       6
of common stock pursuant to the exercise of an option or options at an exercise
price below the fair market value of the shares on the date of exercise, the
difference between the exercise price and the fair market value of the stock on
the date of exercise will be deemed ordinary income for federal income tax
purposes. The consultants are urged to consult each of their tax advisors on
this matter. Further, if any recipient is an "affiliate," Section 16(b) of the
Exchange Act is applicable and will affect the issue of taxation.

Tax Treatment to the Company

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

Restrictions on Resales

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

                       DOCUMENTS INCORPORATED BY REFERENCE
                           AND ADDITIONAL INFORMATION

     NuOasis hereby incorporates by reference (i) its annual report on Form
10-KSB for the year ended June 30, 2000, 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 (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 NuOasis pursuant to Section 13,
14, or 15(d) of the Exchange Act prior to the termination of this offering are
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing. All documents which when together, constitute
this prospectus, will be sent or given to participants by the registrant as
specified by Rule 428(b)(1) of the Securities Act.

Item 2.   Registrant Information and Employee Plan Annual Information

     A copy of any document or part thereof incorporated by reference in this
Registration Statement but not delivered with this prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: NuOasis Resorts, Inc., 4695 MacArthur Court, Suite 1450, Newport
Beach, CA 92660, where its telephone number is (949) 833-2094.

                                       7
Legal Opinion and Experts

     Weed & Co. L.P. has rendered an opinion on the validity of the securities
being registered. Weed & Co. L.P. is not an "affiliate" of NuOasis.

     The financial statements of NuOasis Resorts, Inc. incorporated by reference
in this prospectus for the year ended June 30, 2000 have been audited by Haskell
& White LLP, independent certified public accountants, as set forth in their
report incorporated herein by reference, and are incorporated herein in reliance
upon such report given upon the authority of said firm as experts in auditing
and accounting.

Indemnification of Officers and Directors

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

                                       8
PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     NuOasis hereby states that (i) all documents set forth in (a) through (c),
below, are incorporated by reference in this registration statement, and (ii)
all documents subsequently filed by registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which 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)  NuOasis' 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

     Not applicable.

Item 6.   Indemnification of Directors and Officers

     The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of
registrant is insured or indemnified in any manner against any liability which
they may incur in their capacity as such is Sections 78.7502 and 78.751 of the
Nevada Revised Statutes, the text of which is set forth below.

     Section 78.7502. Discretionary and mandatory indemnification of officers,
directors, employees and agents: General provisions

     1.   A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the

                                       9
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding if he acted in good faith and in a manner which he
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. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

     2.   A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

     3.   To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

     Section 78.751. Authorization required for discretionary indemnification;
advancement of expenses; limitation on indemnification and advancement of
expenses

     1.   Any discretionary indemnification under NRS 78.7502, unless
ordered by a court or advanced pursuant to subsection 2, may be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:

     (a)  By the stockholders;

     (b)  By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;

                                       10
(c)  If a majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or

     (d)  If a quorum consisting of directors who were not parties to
the action, suit or proceeding cannot be obtained, by independent legal counsel
in a written opinion.

     2.   The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

     3.   The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:

     (a)  Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.

     (b)  Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

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

         Exhibit No.      Title

         5.1              Opinion of Weed & Co. L.P. regarding the legality of
                          the securities registered.
         10.1             NuOasis Resorts, Inc. 2001 Stock Plan
         23.1             Consent of Weed & Co. L.P.
         23.2             Consent of Haskell & White LLP

                                       11
Item 9.   Undertakings

         The undersigned registrant hereby undertakes:

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

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

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

               (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
               periodic reports filed by the registrant small business issuer
               under the Exchange Act.

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

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

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

                                       12
(5)   Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of registrant pursuant to the foregoing
               provisions, or otherwise, registrant has been advised that in the
               opinion of the Securities and Exchange Commission such
               indemnification is against public policy as expressed in the
               Securities Act and is therefore, unenforceable. In the event that
               a claim for indemnification against such liabilities (other than
               the payment by registrant of expenses incurred or paid by a
               director, officer or controlling person of registrant in the
               successful defense of any action, suit or proceeding) is asserted
               by such director, officer or controlling person in connection
               with the securities being registered, registrant will, unless in
               the opinion of its counsel the matter has been settled by
               controlling precedent, submit to a court of appropriate
               jurisdiction the question whether such indemnification is against
               public policy as expressed in the Act and will be governed by the
               final adjudication of such issue.

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

                                       13
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Newport Beach, State of California on June 28, 2001.

                                               NuOasis Resorts, Inc.
                                                   (Registrant)

                                               By:  /s/Fred G. Luke
                                                       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       President and Chairman                  June 28, 2001
-----------------------
      Fred G. Luke

  /s/ Leonard J. Roman   Chief Financial Officer and Director    June 28, 2001
-----------------------
      Leonard J. Roman

  /s/ Jon L. Lawver      Secretary and Director                  June 28, 2001
-----------------------
      Jon L. Lawver

                                       14
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
    Statement                   Description
----------------   ----------------------------------------------

5.1                Opinion of Counsel
10.1               NuOasis Resorts, Inc. 2001 Stock Plan
23.1               Consent of Weed & Co. L.P., counsel to NuOasis
23.2               Consent of Haskell & White LLP

                                       15