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 530, Newport Beach, CA 92660
          (Address of Principal Executive Offices, including ZIP Code)

      Consulting or Fee Agreements with J.L. Lawver Corp., Steven H. Dong,
          Edward Chen, Richard O. Weed, Michael Manson, Morris C. Gore,
    Jonathan L. Small, James Gordon, Albert Rapuano, John Desbrow, Bryan Lee,
           OTC Communications, Lee Linton and Structure America, Inc.
-------------------------------------------------------------------------------
                            (Full title of the plan)

                 Fred G. Luke, President, NuOasis Resorts, Inc.,
            4695 MacArthur Court, Suite 530, Newport Beach, CA 92660
                     (Name and address of agent for service)

                                 (714) 833-5381
          (Telephone number, including area code, of agent for service)

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         1

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

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

$.01 par value
Common Stock                           873,000          $.16           $           139,680  $          48.17

$.01 par value
Common Stock                         1,444,000          $.16           $           231,040  $          79.67

$.01 par value
Common Stock                           574,000          $.16           $            91,840  $          31.67

$.01 par value
Common Stock                         1,022,000          $.16           $           163,520  $          56.39

$.01 par value
Common Stock                           262,500          $.16           $            42,000  $          14.48

$.01 par value
Common Stock                           234,000          $.16           $            37,440  $          12.91

$.01 par value
Common Stock                           188,000          $.16           $            30,080  $          10.37

$.01 par value
Common Stock                           184,000          $.16           $            29,440  $          10.15

$.01 par value
Common Stock                         1,134,000          $.16           $           181,440  $          62.57

$.01 par value
Common Stock                           500,000          $.16           $            80,000  $          27.59

$.01 par value
Common Stock                            56,000          $.16           $             8,960  $           3.09

$.01 par value
Common Stock                         3,306,000          $.16           $           528,960  $         182.40

$.01 par value
Common Stock                           187,500          $.16           $            30,000  $          10.34

$.01 par value
Common Stock                         1,125,000          $.16           $           180,000  $          62.07
                   TOTALS           11,090,000          N/A            $         1,774,400  $         611.86

</TABLE>

(1)  This  calculation  is made  solely  for the  purposes  of  determining  the
     registration  fee  pursuant  to the  provisions  of Rule  457(h)  under the
     Securities  Act and is  calculated  on the basis of 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.

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         2

<PAGE>

                                   PROSPECTUS

                              NUOASIS RESORTS, INC.
                         4695 MacArthur Court, Suite 530
                             Newport Beach, CA 92660
                                 (714) 833-5381

                       (11,090,000 SHARES OF COMMON STOCK)

     This Prospectus  relates to the offer and sale by NuOasis Resorts,  Inc., a
Nevada  corporation (the  "Company"),  of shares of its $.01 par value per share
common  stock (the "Common  Stock") to certain  advisors  and  consultants  (the
"Consultants")  pursuant  to  Consulting  Agreements  entered  into  between the
Company and the  Consultants.  The  Company is  registering  hereunder  and then
issuing,  upon receipt of adequate  consideration  therefor,  to the Consultants
11,090,000  shares of Common Stock in consideration for services to be performed
under the respective Consulting Agreements.

     The Common  Stock is not  subject to any  restriction  on  transferability.
Recipients  of shares  other than  persons who are  "affiliates"  of the Company
within the  meaning of the  Securities  Act of 1933 (the  "Act") may sell all or
part  of the  shares  in any  way  permitted  by  law,  including  sales  in the
over-the-counter  market at prices  prevailing  at the time of such sale. Of the
shares  registered  hereunder,  there are 873,000  shares being  registered  for
affiliates of the Company.  An affiliate is summarily,  any director,  executive
officer or controlling shareholder of the Company or anyone of its subsidiaries.
An  "affiliate"  of the  Company 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 the Company in the future,  he
would then be  subject  to Section  16(b) of the  Exchange  Act.  (See  "General
Information - Restrictions on Resales").

     The  Common  Stock is 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 April 6, 1998

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         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 the Company with the Commission
are qualified in their entirety by the reference thereto.

     A copy of any  document or part thereof  incorporated  by reference in this
Prospectus  but not  delivered  herewith will be furnished  without  charge upon
written or oral request. Requests should be addressed to: NuOasis Resorts, Inc.,
4695 MacArthur Court, Suite 530, Newport Beach, California 92660; Telephone:
(714) 833-5381.

     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.  Through August 16, 1995, the Company's common
stock was traded on the NASDAQ Small CapSM Market under the symbol "NONA".  From
August 17, 1995 through  January 18, 1998,  the Company's  shares were traded on
the Electronic  Bulletin Board under the symbol "NONA".  Since January 19, 1998,
the Company's  shares have been trading on the  Electronic  Bulletin Board 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 the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which the person  making  such is not  qualified  or to any person to whom it is
unlawful to make an offer or solicitation.

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

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         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.............8

Item 2.  Registrant Information and Employee Plan Annual Information.......8

         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 . . . . .....................................................16

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         5

<PAGE>

                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

Item 1.           Plan Information

GENERAL INFORMATION

The Company

         The  Company  has its  principal  executive  offices at 4695  MacArthur
Court, Suite 530, Newport Beach, California 92660 (Telephone: (714) 833-5381).

Purposes

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

Common Stock

         The Board has authorized the issuance of up to 11,090,000 shares of the
Common Stock to the  Consultants  and upon  effectiveness  of this  Registration
Statement.

The Consultants

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

No Restrictions on Transfer

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

Tax Treatment to the 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.

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         6

<PAGE>

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 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 the
Company for  federal  income tax  purposes  in the  taxable  year of the Company
during which the recipient recognizes income.

Restrictions on Resales

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

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         7

<PAGE>

                      DOCUMENTS INCORPORATED BY REFERENCE
                                      AND
                             ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report on
Form 10-KSB for the year ended June 30,  1997,  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 the Company
pursuant  to  Section  13,  14,  or  15(d)  of the  Exchange  Act  prior  to the
termination  of this offering are deemed to be  incorporated  by reference  into
this  Prospectus and to be a part hereof from the date of filing.  All documents
which  when  together,  constitute  this  Prospectus,  will be sent or  given to
participants  by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.

Item 2.           Registrant Information and Employee Plan Annual Information

         A copy of any  document or part  thereof  incorporated  by reference in
this  Registration  Statement  but not  delivered  with this  Prospectus  or any
document  required to be delivered  pursuant to Rule 428(b) under the Securities
Act will be  furnished  without  charge upon written or oral  request.  Requests
should be addressed to: NuOasis Resorts,  Inc., 4695 MacArthur Court, Suite 530,
Irvine, California 92660: (714) 833- 5381.

Legal Opinion and Experts

         Richard  O.  Weed  has  rendered  an  opinion  on the  validity  of the
securities being registered.  Mr. Weed is not an "affiliate" of the Company.  He
currently does not own any shares of the Company's common stock.

         The  financial  statements of NuOasis  Resorts,  Inc.  incorporated  by
reference in this  Prospectus for the year ended June 30, 1997 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 the Company,
the  Company  has been  informed  that in the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         8

<PAGE>

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.                   Incorporation of Documents by Reference

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

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

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

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

Item 4.                   Description of Securities

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

Item 5.                   Interests of Named Experts and Counsel

         Mr. Weed does not own any shares of the Company's common stock.

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,  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  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

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         9

<PAGE>

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;

         (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.

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                        10

<PAGE>

         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

         1.               Not required.
         2.               Not required.
         3.               Not required.
         4.               Not applicable.
         5.               Opinion of Richard O. Weed regarding the legality of
                          the securities registered.
         6.               Not required.
         7.               Not required.
         8.               Not required.
         9.               Not required.
         10.              A.        Second Addendum to Consulting Agreement with
                                    J.L. Lawver Corp.(1)
                          B.        Second Addendum to Consulting Agreement with
                                    Steven H. Dong (1)
                          C.        Consulting Agreement with Edward Chen (1)
                          D.        Addendum to Fee Agreement with Richard O.
                                    Weed (1)
                          E.        First Addendum to Fee Agreement with Michael
                                    Manson (1)

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                        11

<PAGE>

         Exhibit No.      Title

                          F.        Fourth Addendum to Consulting Agreement with
                                    Morris C. Gore (1)
                          G.        First Addendum to Attorney-Client Fee
                                    Agreement with Jonathan L. Small (1)
                          H.        Fourth Addendum to Consulting Agreement with
                                    James Gordon (1)
                          I.        First Addendum to Consulting Agreement with
                                    Albert Rapuano (1)
                          J.        Fifth Addendum to Consulting Agreement with
                                    John Desbrow (1)
                          K.        Consulting Agreement with Bryan Lee (1)
                          L.        Third Addendum to Engagement Letter and Fee
                                    Agreement with OTC Communications (1)
         11.              Not required.
         12.              Not required.
         13.              Not required.
         14.              Not required.
         15.              Not required.
         16.              Not required.
         17.              Not required.
         18.              Not required.
         19.              Not required.
         20.              Not required.
         21.              Not required.
         22.              Not required.
         23.              Not required.
         24.1             Consent of Richard O. Weed, special counsel to
                          registrant, to the use of his opinion with respect to
                          the legality of the securities being registered hereby
                          and to the references to him in the Prospectus filed
                          as a part hereof.
         24.2             Consent of Haskell & White LLP
         25.              Not applicable.
         26.              Not applicable.
         27.              Not applicable.
         28.              Not applicable.
         29.              Not applicable.
--------------------------------
(1) Exhibit  previously  filed with Form S-8  effective on or about  January 10,
1997 and hereby incorporated by reference.

Item 9.           Undertakings

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

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                        12

<PAGE>

         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.

         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.

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                        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 the 6th day of
April, 1998.

                                        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         Director       April 6, 1998
         Fred G. Luke

/s/      Jon L. Lawver        Director       April 6, 1998
----------------------
         Jon L. Lawver

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                        14

<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:

<TABLE>
<CAPTION>

      Exhibit
     Number in
   Registration                                                                                           Numbered
     Statement                                         Description                                          Page
------------------  --------------------------------------------------------------------------------- -------------
<S>                 <C>                                                                               <C>

5.                  Opinion of Counsel                                                                       20
10.                 A.       Second Addendum to Consulting Agreement with J.L. Lawver                       n/a
                             Corp. (1)
                    B.       Second Addendum to Consulting Agreement with Steven H.                         n/a
                             Dong  (1)
                    C.       Consulting Agreement with Edward Chen  (1)                                     n/a
                    D.       Addendum to Fee Agreement with Richard O. Weed  (1)                            n/a
                    E.        Second Addendum to Fee Agreement with Michael Manson  (1)                     n/a
                    F.        Fourth Addendum to Fee Agreement with Morris C. Gore  (1)                     n/a
                    G.        First Addendum to Attorney-Client Fee Agreement with                          n/a
                              Jonathan L. Small (1)
                    H.        Fourth Addendum to Fee Agreement with James R. Gordon (1)                     n/a
                    I.        First Addendum to Consulting Agreement with Albert Rapuano                    n/a
                              (1)
                    J.        Fourth and Fifth Addendums to Consulting Agreement with                       n/a
                              John D. Desbrow (1)
                    K.        Consulting Agreement with Bryan Lee (1)                                       n/a
                    L.        Third Addendum to Engagement Letter and Fee Agreement                         n/a
                              with OTC Communications (1)
24.1                Consent of Richard O. Weed to Use of Opinion                                             21
24.2                Consent of Haskell & White LLP                                                           22

</TABLE>

-----------------------------------------
(1) Exhibit  previously  filed with Form S-8  effective on or about  January 10,
1997 and hereby incorporated by reference.

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                        16

<PAGE>

                                   EXHIBIT 5.

                               OPINION OF COUNSEL



                                  ARCHER & WEED
                             Special Project Counsel

       5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087

WRITER'S DIRECT NUMBER
      (714) 475-9086

                                 April 6 , 1998


Board of Directors
NuOasis Resorts, Inc.
4695 MacArthur Court, Suite 530
Newport Beach, CA 92660


         Re:  Form S-8 Registration Statement Opinion of Counsel


Gentlemen:

         I have acted as a special  counsel for NuOasis  Resorts,  Inc. a Nevada
corporation  (the  "Company") in connection with the preparation and filing with
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933,  as amended,  (the "Act") of a  registration  statement on Form S-8
(the  "Registration  Statement"),  relating to the offer and sale of  11,090,000
shares of Common Stock,  $.01 par value (the "Common  Stock") to  consultants of
the Company,  in  consideration  for services  performed  and to be performed on
behalf of the  Company  under the terms and  conditions  of  certain  consulting
agreements (the "Consulting Agreements").

         As special  counsel for the  Company,  I have  examined  the  Company's
articles of  incorporation,  bylaws,  minute book,  and certain other  corporate
records.  For the purpose of the opinions  expressed below, I have also examined
the  Registration  Statement  on Form S-8 to be filed  with the  Securities  and
Exchange  Commission under the Securities Act of 1933, as amended,  covering the
Common Stock in this offering.

         In arriving at the opinions set forth below, I have examined and relied
upon originals or copies,  certified or otherwise identified to my satisfaction,
of corporate  records  (including the Registration  Statement with its exhibits)
provided by the officers of the Company. I have made such  investigations of law
as I have considered necessary or appropriate as a basis for my opinions.

<PAGE>

NuOasis Resorts, Inc.
April 6, 1998
Page 2

         My opinions are  qualified in all respects by the scope of the document
examination  and  I  make  no   representation  as  to  the  sufficiency  of  my
investigation  for your  purpose.  I have not made any document  examination  or
rendered any other advice other than as described herein and I at all times have
assumed  and  relied  upon  the  truth  and  completeness  of  the  information,
statements and representations  which have been given by the Company to me. I do
not express any opinion with respect to the completeness,  adequacy, accuracy or
any other aspect of the financial  statements  incorporated  by reference in the
Registration Statement.

         In  rendering  this  opinion,  I have  assumed,  without  independently
verifying such  assumptions,  and this opinion is based and conditioned upon the
following:  (i) the genuineness of the signatures on and the  enforceability  of
all instruments, documents and agreements examined by me and the authenticity of
all documents  furnished for my  examination  as originals and the conformity to
the original documents of all documents furnished to me as copies; (ii) where an
executed document has been presented to me for my review, that such document has
been duly  executed on or as of the date stated and that  execution and delivery
was  duly  authorized  on the part of the  parties  thereto;  (iii)  each of the
foregoing  certificates,   instruments  and  documents  being  duly  authorized,
executed and delivered by or on behalf of all the  respective  parties  thereto,
and such  instruments  and documents being legal,  valid binding  obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the documents  received from the State of Nevada;  and (vi) NuOasis  Resorts,
Inc. will be operated in accordance with the terms of its charter  documents and
the laws of the State of Nevada and the terms of the  instruments  or  documents
referred to above.

         Based upon the foregoing, I am of the opinion that:

         1. The Company has been duly  incorporated and is validly existing as a
corporation  in good  standing  under  the  laws of the  State  of  Nevada,  the
jurisdiction of its incorporation.

         2.  The  terms  and  provisions  of the  Common  Stock  conform  to the
description thereof contained in the Registration Statement, and the form of the
stock certificates used to evidence the Common Stock are in good and proper form
and no stockholder is entitled to preemptive rights to subscribe for or purchase
any of the Common Stock.

         3. Based upon the foregoing,  I am of the opinion that the issuance and
the sale of the  shares  of  Common  Stock in this  offering  has been  duly and
validly authorized, and subject to compliance with the provisions of the written
agreements,  the Common Stock issuable under the Consulting Agreements will duly
authorized and validly issued as fully paid and non-assessable  shares of Common
Stock.

         4. Based upon the opinion of defense counsel for the Company, there are
no suits,  proceedings  or actions  known to me which are  threatened or pending
against  the  Company in any court or before or by any  governmental  body which
might materially and adversely affect the business of the Company, its condition
(financial or otherwise),  business operations,  income,  properties or business
prospects,  except as set forth in or contemplated by the Prospectus,  or by the
Company's  Annual  Report on Form 10-KSB for the fiscal year ended June 30, 1997
as filed with the Securities and Exchange Commission.

<PAGE>

NuOasis Resorts, Inc.
April 6, 1998
Page 3

         5. No  consent,  approval,  order or  authorization  of any  regulatory
board,  agency, or instrumentality  having  jurisdiction over the Company or its
properties (other than registration  under the Act or qualification  under state
securities  or Blue Sky laws or  clearance  from the NASD) is  required  for the
valid authorization,  issuance and delivery of the Common Stock or, if required,
it has been obtained and is in full force and effect.

         I am admitted to practice in the State of  California  and the State of
Texas. I am not admitted to practice in Nevada,  the state of  incorporation  of
the Company,  or in any other  jurisdictions other than California and Texas, in
which the Company may own property or transact business.  My opinions herein are
with respect to federal law only and, to the extent my opinions are derived from
the laws of other  jurisdictions,  are based upon an examination of all relevant
authorities and the documents  referenced herein and are believed to be correct.
However,  except for pending  litigation or claims matters,  I have not directly
obtained legal opinions as to such matters from attorneys licensed in such other
jurisdictions.  No opinion is  expressed  upon any  conflict of law  issues.  My
opinions are qualified to the extent that enforcement of rights and remedies are
subject to bankruptcy,  insolvency, fraudulent conveyance, moratorium, and other
laws of general  application  or equitable  principles  affecting the rights and
remedies  of  creditors  and  security  holders  and  to  the  extent  that  the
availability  of the remedy of specific  performance or of injunctive  relief is
subject  to the  discretion  of the court  before  which any  proceeding  may be
brought.

         This  opinion is limited to matters  existing  as of this date,  and no
responsibility  is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.

         This  opinion  is  furnished  by me to you as special  counsel  for the
Company  and it is solely  for your  benefit.  This  opinion  is not to be used,
circulated, quoted or otherwise referred to in whole or in part for any purpose,
other than as set forth in my written consent.

                                        Very truly yours,

                                        /s/  Richard O. Weed
                                        --------------------------------------
                                             Richard O. Weed

<PAGE>

                                  EXHIBIT 24.1

                  CONSENT OF RICHARD O. WEED TO USE OF OPINION

                                  ARCHER & WEED
                             Special Project Counsel

       5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087

WRITER'S DIRECT NUMBER
      (714) 475-9086



April 6, 1998

Board of Directors
NuOasis Resorts, Inc.
4695 MacArthur Court, Suite 530
Newport Beach, CA 92660

         Re:  Form S-8

Gentlemen:

         I hereby  consent to the filing of my opinion  dated even date herewith
as an Exhibit to the April 6, 1998 Form S-8  Registration  Statement to be filed
by NuOasis Resorts, Inc.

         I further  consent  to the  reference  to me and my  opinion  under the
caption "Legal Opinion and Experts" in the Prospectus.

                                        Very truly yours,


                                        /s/  Richard O. Weed
                                        --------------------------------------
                                             Richard O. Weed

<PAGE>

                                  EXHIBIT 24.2

                         CONSENT OF HASKELL & WHITE LLP



                         CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in this  Registration  Statement of
NuOasis  Resorts,  Inc.  (formerly,  Nona Morelli's II, Inc.) on Form S-8 of our
report dated January 30, 1998,  appearing in the Annual Report on Form 10-KSB of
NuOasis Resorts,  Inc.  (formerely,  Nona Morelli's II, Inc.) for the year ended
June 30,  1997 and to the  reference  to us under the heading  "Experts"  in the
Prospectus which is part of this Registration Statement.

                                        /s/  HASKELL & WHITE LLP
                                        ---------------------------------------
                                             Haskell & White LLP



Newport Beach, California
March 31, 1998
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT DATED 04/06/98", "secsgml_size_bytes": 53033}]
{"company-data": {"conformed-name": "MORELLIS NONA II 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": "333-49601", "film-number": "98589184"}, "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": "NONA MORELLIS II INC", "date-changed": "19900731"}}
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 530, Newport Beach, CA 92660
          (Address of Principal Executive Offices, including ZIP Code)

      Consulting or Fee Agreements with J.L. Lawver Corp., Steven H. Dong,
          Edward Chen, Richard O. Weed, Michael Manson, Morris C. Gore,
    Jonathan L. Small, James Gordon, Albert Rapuano, John Desbrow, Bryan Lee,
           OTC Communications, Lee Linton and Structure America, Inc.
-------------------------------------------------------------------------------
                            (Full title of the plan)

                 Fred G. Luke, President, NuOasis Resorts, Inc.,
            4695 MacArthur Court, Suite 530, Newport Beach, CA 92660
                     (Name and address of agent for service)

                                 (714) 833-5381
          (Telephone number, including area code, of agent for service)

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         1
CALCULATION OF REGISTRATION FEE

                                                      Proposed              Proposed
                                Amount of              Maximum               Maximum            Amount of
   Title of Securities           Shares               Offering              Aggregate         Registration
    to be Registered        to be Registered     Price Per Share(1)     Offering Price(1)          Fee
------------------------- -------------------- ----------------------  -------------------  ----------------
$.01 par value
Common Stock                           873,000          $.16           $           139,680  $          48.17

$.01 par value
Common Stock                         1,444,000          $.16           $           231,040  $          79.67

$.01 par value
Common Stock                           574,000          $.16           $            91,840  $          31.67

$.01 par value
Common Stock                         1,022,000          $.16           $           163,520  $          56.39

$.01 par value
Common Stock                           262,500          $.16           $            42,000  $          14.48

$.01 par value
Common Stock                           234,000          $.16           $            37,440  $          12.91

$.01 par value
Common Stock                           188,000          $.16           $            30,080  $          10.37

$.01 par value
Common Stock                           184,000          $.16           $            29,440  $          10.15

$.01 par value
Common Stock                         1,134,000          $.16           $           181,440  $          62.57

$.01 par value
Common Stock                           500,000          $.16           $            80,000  $          27.59

$.01 par value
Common Stock                            56,000          $.16           $             8,960  $           3.09

$.01 par value
Common Stock                         3,306,000          $.16           $           528,960  $         182.40

$.01 par value
Common Stock                           187,500          $.16           $            30,000  $          10.34

$.01 par value
Common Stock                         1,125,000          $.16           $           180,000  $          62.07
                   TOTALS           11,090,000          N/A            $         1,774,400  $         611.86
(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 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.

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         2
PROSPECTUS

                              NUOASIS RESORTS, INC.
                         4695 MacArthur Court, Suite 530
                             Newport Beach, CA 92660
                                 (714) 833-5381

                       (11,090,000 SHARES OF COMMON STOCK)

     This Prospectus  relates to the offer and sale by NuOasis Resorts,  Inc., a
Nevada  corporation (the  "Company"),  of shares of its $.01 par value per share
common  stock (the "Common  Stock") to certain  advisors  and  consultants  (the
"Consultants")  pursuant  to  Consulting  Agreements  entered  into  between the
Company and the  Consultants.  The  Company is  registering  hereunder  and then
issuing,  upon receipt of adequate  consideration  therefor,  to the Consultants
11,090,000  shares of Common Stock in consideration for services to be performed
under the respective Consulting Agreements.

     The Common  Stock is not  subject to any  restriction  on  transferability.
Recipients  of shares  other than  persons who are  "affiliates"  of the Company
within the  meaning of the  Securities  Act of 1933 (the  "Act") may sell all or
part  of the  shares  in any  way  permitted  by  law,  including  sales  in the
over-the-counter  market at prices  prevailing  at the time of such sale. Of the
shares  registered  hereunder,  there are 873,000  shares being  registered  for
affiliates of the Company.  An affiliate is summarily,  any director,  executive
officer or controlling shareholder of the Company or anyone of its subsidiaries.
An  "affiliate"  of the  Company 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 the Company in the future,  he
would then be  subject  to Section  16(b) of the  Exchange  Act.  (See  "General
Information - Restrictions on Resales").

     The  Common  Stock is 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 April 6, 1998

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         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 the Company with the Commission
are qualified in their entirety by the reference thereto.

     A copy of any  document or part thereof  incorporated  by reference in this
Prospectus  but not  delivered  herewith will be furnished  without  charge upon
written or oral request. Requests should be addressed to: NuOasis Resorts, Inc.,
4695 MacArthur Court, Suite 530, Newport Beach, California 92660; Telephone:
(714) 833-5381.

     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.  Through August 16, 1995, the Company's common
stock was traded on the NASDAQ Small CapSM Market under the symbol "NONA".  From
August 17, 1995 through  January 18, 1998,  the Company's  shares were traded on
the Electronic  Bulletin Board under the symbol "NONA".  Since January 19, 1998,
the Company's  shares have been trading on the  Electronic  Bulletin Board 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 the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which the person  making  such is not  qualified  or to any person to whom it is
unlawful to make an offer or solicitation.

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

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         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.............8

Item 2.  Registrant Information and Employee Plan Annual Information.......8

         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 . . . . .....................................................16

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         5
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

Item 1.           Plan Information

GENERAL INFORMATION

The Company

         The  Company  has its  principal  executive  offices at 4695  MacArthur
Court, Suite 530, Newport Beach, California 92660 (Telephone: (714) 833-5381).

Purposes

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

Common Stock

         The Board has authorized the issuance of up to 11,090,000 shares of the
Common Stock to the  Consultants  and upon  effectiveness  of this  Registration
Statement.

The Consultants

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

No Restrictions on Transfer

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

Tax Treatment to the 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.

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         6
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 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 the
Company for  federal  income tax  purposes  in the  taxable  year of the Company
during which the recipient recognizes income.

Restrictions on Resales

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

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         7
DOCUMENTS INCORPORATED BY REFERENCE
                                      AND
                             ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report on
Form 10-KSB for the year ended June 30,  1997,  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 the Company
pursuant  to  Section  13,  14,  or  15(d)  of the  Exchange  Act  prior  to the
termination  of this offering are deemed to be  incorporated  by reference  into
this  Prospectus and to be a part hereof from the date of filing.  All documents
which  when  together,  constitute  this  Prospectus,  will be sent or  given to
participants  by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.

Item 2.           Registrant Information and Employee Plan Annual Information

         A copy of any  document or part  thereof  incorporated  by reference in
this  Registration  Statement  but not  delivered  with this  Prospectus  or any
document  required to be delivered  pursuant to Rule 428(b) under the Securities
Act will be  furnished  without  charge upon written or oral  request.  Requests
should be addressed to: NuOasis Resorts,  Inc., 4695 MacArthur Court, Suite 530,
Irvine, California 92660: (714) 833- 5381.

Legal Opinion and Experts

         Richard  O.  Weed  has  rendered  an  opinion  on the  validity  of the
securities being registered.  Mr. Weed is not an "affiliate" of the Company.  He
currently does not own any shares of the Company's common stock.

         The  financial  statements of NuOasis  Resorts,  Inc.  incorporated  by
reference in this  Prospectus for the year ended June 30, 1997 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 the Company,
the  Company  has been  informed  that in the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         8
PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.                   Incorporation of Documents by Reference

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

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

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

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

Item 4.                   Description of Securities

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

Item 5.                   Interests of Named Experts and Counsel

         Mr. Weed does not own any shares of the Company's common stock.

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,  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  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

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                         9
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;

         (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.

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                        10
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

         1.               Not required.
         2.               Not required.
         3.               Not required.
         4.               Not applicable.
         5.               Opinion of Richard O. Weed regarding the legality of
                          the securities registered.
         6.               Not required.
         7.               Not required.
         8.               Not required.
         9.               Not required.
         10.              A.        Second Addendum to Consulting Agreement with
                                    J.L. Lawver Corp.(1)
                          B.        Second Addendum to Consulting Agreement with
                                    Steven H. Dong (1)
                          C.        Consulting Agreement with Edward Chen (1)
                          D.        Addendum to Fee Agreement with Richard O.
                                    Weed (1)
                          E.        First Addendum to Fee Agreement with Michael
                                    Manson (1)

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                        11
Exhibit No.      Title

                          F.        Fourth Addendum to Consulting Agreement with
                                    Morris C. Gore (1)
                          G.        First Addendum to Attorney-Client Fee
                                    Agreement with Jonathan L. Small (1)
                          H.        Fourth Addendum to Consulting Agreement with
                                    James Gordon (1)
                          I.        First Addendum to Consulting Agreement with
                                    Albert Rapuano (1)
                          J.        Fifth Addendum to Consulting Agreement with
                                    John Desbrow (1)
                          K.        Consulting Agreement with Bryan Lee (1)
                          L.        Third Addendum to Engagement Letter and Fee
                                    Agreement with OTC Communications (1)
         11.              Not required.
         12.              Not required.
         13.              Not required.
         14.              Not required.
         15.              Not required.
         16.              Not required.
         17.              Not required.
         18.              Not required.
         19.              Not required.
         20.              Not required.
         21.              Not required.
         22.              Not required.
         23.              Not required.
         24.1             Consent of Richard O. Weed, special counsel to
                          registrant, to the use of his opinion with respect to
                          the legality of the securities being registered hereby
                          and to the references to him in the Prospectus filed
                          as a part hereof.
         24.2             Consent of Haskell & White LLP
         25.              Not applicable.
         26.              Not applicable.
         27.              Not applicable.
         28.              Not applicable.
         29.              Not applicable.
--------------------------------
(1) Exhibit  previously  filed with Form S-8  effective on or about  January 10,
1997 and hereby incorporated by reference.

Item 9.           Undertakings

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

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                        12
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.

         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.

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                        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 the 6th day of
April, 1998.

                                        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         Director       April 6, 1998
         Fred G. Luke

/s/      Jon L. Lawver        Director       April 6, 1998
----------------------
         Jon L. Lawver

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                        14
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
------------------  --------------------------------------------------------------------------------- -------------
5.                  Opinion of Counsel                                                                       20
10.                 A.       Second Addendum to Consulting Agreement with J.L. Lawver                       n/a
                             Corp. (1)
                    B.       Second Addendum to Consulting Agreement with Steven H.                         n/a
                             Dong  (1)
                    C.       Consulting Agreement with Edward Chen  (1)                                     n/a
                    D.       Addendum to Fee Agreement with Richard O. Weed  (1)                            n/a
                    E.        Second Addendum to Fee Agreement with Michael Manson  (1)                     n/a
                    F.        Fourth Addendum to Fee Agreement with Morris C. Gore  (1)                     n/a
                    G.        First Addendum to Attorney-Client Fee Agreement with                          n/a
                              Jonathan L. Small (1)
                    H.        Fourth Addendum to Fee Agreement with James R. Gordon (1)                     n/a
                    I.        First Addendum to Consulting Agreement with Albert Rapuano                    n/a
                              (1)
                    J.        Fourth and Fifth Addendums to Consulting Agreement with                       n/a
                              John D. Desbrow (1)
                    K.        Consulting Agreement with Bryan Lee (1)                                       n/a
                    L.        Third Addendum to Engagement Letter and Fee Agreement                         n/a
                              with OTC Communications (1)
24.1                Consent of Richard O. Weed to Use of Opinion                                             21
24.2                Consent of Haskell & White LLP                                                           22
-----------------------------------------
(1) Exhibit  previously  filed with Form S-8  effective on or about  January 10,
1997 and hereby incorporated by reference.

                                                         [NRI\FS8:APRIL98.FS8]-3

                                                        16
EXHIBIT 5.

                               OPINION OF COUNSEL

                                  ARCHER & WEED
                             Special Project Counsel

       5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087

WRITER'S DIRECT NUMBER
      (714) 475-9086

                                 April 6 , 1998

Board of Directors
NuOasis Resorts, Inc.
4695 MacArthur Court, Suite 530
Newport Beach, CA 92660

         Re:  Form S-8 Registration Statement Opinion of Counsel

Gentlemen:

         I have acted as a special  counsel for NuOasis  Resorts,  Inc. a Nevada
corporation  (the  "Company") in connection with the preparation and filing with
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933,  as amended,  (the "Act") of a  registration  statement on Form S-8
(the  "Registration  Statement"),  relating to the offer and sale of  11,090,000
shares of Common Stock,  $.01 par value (the "Common  Stock") to  consultants of
the Company,  in  consideration  for services  performed  and to be performed on
behalf of the  Company  under the terms and  conditions  of  certain  consulting
agreements (the "Consulting Agreements").

         As special  counsel for the  Company,  I have  examined  the  Company's
articles of  incorporation,  bylaws,  minute book,  and certain other  corporate
records.  For the purpose of the opinions  expressed below, I have also examined
the  Registration  Statement  on Form S-8 to be filed  with the  Securities  and
Exchange  Commission under the Securities Act of 1933, as amended,  covering the
Common Stock in this offering.

         In arriving at the opinions set forth below, I have examined and relied
upon originals or copies,  certified or otherwise identified to my satisfaction,
of corporate  records  (including the Registration  Statement with its exhibits)
provided by the officers of the Company. I have made such  investigations of law
as I have considered necessary or appropriate as a basis for my opinions.
NuOasis Resorts, Inc.
April 6, 1998
Page 2

         My opinions are  qualified in all respects by the scope of the document
examination  and  I  make  no   representation  as  to  the  sufficiency  of  my
investigation  for your  purpose.  I have not made any document  examination  or
rendered any other advice other than as described herein and I at all times have
assumed  and  relied  upon  the  truth  and  completeness  of  the  information,
statements and representations  which have been given by the Company to me. I do
not express any opinion with respect to the completeness,  adequacy, accuracy or
any other aspect of the financial  statements  incorporated  by reference in the
Registration Statement.

         In  rendering  this  opinion,  I have  assumed,  without  independently
verifying such  assumptions,  and this opinion is based and conditioned upon the
following:  (i) the genuineness of the signatures on and the  enforceability  of
all instruments, documents and agreements examined by me and the authenticity of
all documents  furnished for my  examination  as originals and the conformity to
the original documents of all documents furnished to me as copies; (ii) where an
executed document has been presented to me for my review, that such document has
been duly  executed on or as of the date stated and that  execution and delivery
was  duly  authorized  on the part of the  parties  thereto;  (iii)  each of the
foregoing  certificates,   instruments  and  documents  being  duly  authorized,
executed and delivered by or on behalf of all the  respective  parties  thereto,
and such  instruments  and documents being legal,  valid binding  obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the documents  received from the State of Nevada;  and (vi) NuOasis  Resorts,
Inc. will be operated in accordance with the terms of its charter  documents and
the laws of the State of Nevada and the terms of the  instruments  or  documents
referred to above.

         Based upon the foregoing, I am of the opinion that:

         1. The Company has been duly  incorporated and is validly existing as a
corporation  in good  standing  under  the  laws of the  State  of  Nevada,  the
jurisdiction of its incorporation.

         2.  The  terms  and  provisions  of the  Common  Stock  conform  to the
description thereof contained in the Registration Statement, and the form of the
stock certificates used to evidence the Common Stock are in good and proper form
and no stockholder is entitled to preemptive rights to subscribe for or purchase
any of the Common Stock.

         3. Based upon the foregoing,  I am of the opinion that the issuance and
the sale of the  shares  of  Common  Stock in this  offering  has been  duly and
validly authorized, and subject to compliance with the provisions of the written
agreements,  the Common Stock issuable under the Consulting Agreements will duly
authorized and validly issued as fully paid and non-assessable  shares of Common
Stock.

         4. Based upon the opinion of defense counsel for the Company, there are
no suits,  proceedings  or actions  known to me which are  threatened or pending
against  the  Company in any court or before or by any  governmental  body which
might materially and adversely affect the business of the Company, its condition
(financial or otherwise),  business operations,  income,  properties or business
prospects,  except as set forth in or contemplated by the Prospectus,  or by the
Company's  Annual  Report on Form 10-KSB for the fiscal year ended June 30, 1997
as filed with the Securities and Exchange Commission.
NuOasis Resorts, Inc.
April 6, 1998
Page 3

         5. No  consent,  approval,  order or  authorization  of any  regulatory
board,  agency, or instrumentality  having  jurisdiction over the Company or its
properties (other than registration  under the Act or qualification  under state
securities  or Blue Sky laws or  clearance  from the NASD) is  required  for the
valid authorization,  issuance and delivery of the Common Stock or, if required,
it has been obtained and is in full force and effect.

         I am admitted to practice in the State of  California  and the State of
Texas. I am not admitted to practice in Nevada,  the state of  incorporation  of
the Company,  or in any other  jurisdictions other than California and Texas, in
which the Company may own property or transact business.  My opinions herein are
with respect to federal law only and, to the extent my opinions are derived from
the laws of other  jurisdictions,  are based upon an examination of all relevant
authorities and the documents  referenced herein and are believed to be correct.
However,  except for pending  litigation or claims matters,  I have not directly
obtained legal opinions as to such matters from attorneys licensed in such other
jurisdictions.  No opinion is  expressed  upon any  conflict of law  issues.  My
opinions are qualified to the extent that enforcement of rights and remedies are
subject to bankruptcy,  insolvency, fraudulent conveyance, moratorium, and other
laws of general  application  or equitable  principles  affecting the rights and
remedies  of  creditors  and  security  holders  and  to  the  extent  that  the
availability  of the remedy of specific  performance or of injunctive  relief is
subject  to the  discretion  of the court  before  which any  proceeding  may be
brought.

         This  opinion is limited to matters  existing  as of this date,  and no
responsibility  is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.

         This  opinion  is  furnished  by me to you as special  counsel  for the
Company  and it is solely  for your  benefit.  This  opinion  is not to be used,
circulated, quoted or otherwise referred to in whole or in part for any purpose,
other than as set forth in my written consent.

                                        Very truly yours,

                                        /s/  Richard O. Weed
                                        --------------------------------------
                                             Richard O. Weed
EXHIBIT 24.1

                  CONSENT OF RICHARD O. WEED TO USE OF OPINION

                                  ARCHER & WEED
                             Special Project Counsel

       5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087

WRITER'S DIRECT NUMBER
      (714) 475-9086

April 6, 1998

Board of Directors
NuOasis Resorts, Inc.
4695 MacArthur Court, Suite 530
Newport Beach, CA 92660

         Re:  Form S-8

Gentlemen:

         I hereby  consent to the filing of my opinion  dated even date herewith
as an Exhibit to the April 6, 1998 Form S-8  Registration  Statement to be filed
by NuOasis Resorts, Inc.

         I further  consent  to the  reference  to me and my  opinion  under the
caption "Legal Opinion and Experts" in the Prospectus.

                                        Very truly yours,

                                        /s/  Richard O. Weed
                                        --------------------------------------
                                             Richard O. Weed
EXHIBIT 24.2

                         CONSENT OF HASKELL & WHITE LLP

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this  Registration  Statement of
NuOasis  Resorts,  Inc.  (formerly,  Nona Morelli's II, Inc.) on Form S-8 of our
report dated January 30, 1998,  appearing in the Annual Report on Form 10-KSB of
NuOasis Resorts,  Inc.  (formerely,  Nona Morelli's II, Inc.) for the year ended
June 30,  1997 and to the  reference  to us under the heading  "Experts"  in the
Prospectus which is part of this Registration Statement.

                                        /s/  HASKELL & WHITE LLP
                                        ---------------------------------------
                                             Haskell & White LLP

Newport Beach, California
March 31, 1998