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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. . . . .)*
NuOasis Gaming, Inc.
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(Name of Issuer)
Series B Convertible Preferred Stock
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(Title of Class of Securities)
None
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(CUSIP Number)
Marc David Freed, Esq.
Skjerven, Morrill, MacPherson, Franklin & Friel
25 Metro Drive, Suite 700
San Jose, California 95110
(408) 453-9200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 13, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1) Name of Reporting Person Joseph J. Monterosso
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) Not Applicable
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(b) Not Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions) IN;00
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
Not Applicable
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6) Citizenship or Place of Organization United States of America
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7) Sole Voting Power Option to acquire 250,000 shares
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8) Shared Voting Power Not Applicable
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9) Sole Dispositive Power Option to acquire 250,000 shares
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10) Shared Dispositive Power Not Applicable
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
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Option to acquire 250,000 shares
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) Not Applicable
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13) Percent of Class Represented by Amount in Row (11) 100%
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14) Type of Reporting Person (See Instructions) IN
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ITEM 1. SECURITY AND ISSUER
Series B Convertible Preferred Stock.
NuOasis Gaming, Inc.
2 Park Plaza, Suite 470
Irvine, California 92714
ITEM 2. IDENTITY AND BACKGROUND
(a) Joseph J. Monterosso
(b) 550 15th Street
San Francisco, California 94103
(415) 575-0222
(415) 861-4177 (telecopier)
(c) President, National Pools Corporation,
550 15th Street
San Francisco, California 94103
National Pools Corporation is a start-up company in the
entertainment and gaming industry engaged in developing proprietary
technology to be used to provide services to individuals.
(d) Not Applicable
(e) Not Applicable
(f) United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Reporting Person will use private funds for exercise of option. If the
option is exercised in full, the exercise price will be $3,250,000. The option
may be assigned to one or more qualified private investors. The existence or
identity of such investors and the precise arrangements of assignment are not
now known.
ITEM 4. PURPOSE OF TRANSACTION
Reporting Person has acquired an option to purchase 250,000 shares of
Series B Convertible Preferred Stock of Issuer for the purpose of acquiring
influence or control of Issuer. Reporting Person has preliminary plans and
proposals, none of which has been definitively agreed to by any other party,
which could result in:
(a) The assignment, in whole or in part, of the option
followed by its exercise, resulting in acquisition of some or all of
the Series B Convertible
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Preferred Stock of Issuer by Reporting Person and/or one or more
qualified private investors;
(b) Only the extraordinary corporate transactions otherwise
disclosed herein are now planned or proposed by Reporting Person.
(c) The sale of stock of Issuer's subsidiary, Casino
Management of America, Inc., a Utah corporation, to the current owner
of Issuer's Series B Preferred Stock, Nona Morelli's II, Inc.
(d) Election of two or three persons, including Reporting
Person, to Issuer's Board of Directors;
(e) An increase in the working capital available to Issuer
and/or its subsidiaries;
(f) Issuer's entry into new lines of business, specifically
that of National Pools Corporation, through Issuer's acquisition of
National Pools corporation.
(g) Reporting Person currently has no plans or proposals to
change Issuer's charters or bylaws to impede acquisition of control of
the Issuer by any person; Reporting Person's option to purchase
Issuer's Series B Preferred Stock will only become effective when
Issuer amends its Articles of Incorporation to increase the authorized
Common Stock of Issuer by at least 20,000,000 shares.
(h) Reporting Person has no plans to cause Issuer's securities
to cease to be authorized to be quoted in an interdealer quotation
system.
(i) Reporting Person has no plans to cause any class of
Issuer's equity securities to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Reporting Person has acquired an option to acquire 250,000
shares of Issuer's Series B Convertible Preferred Stock, but does not now own
any other securities of Issuer.
(b) Upon exercise of the option, Reporting Person and/or his
successors and assignees will have sole power to vote and to dispose of the
shares of Issuer's Series B Preferred Stock obtained through such exercise, but
will have no such rights until the exercise of the option.
(c) Not Applicable
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(d) Not Applicable
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Reporting Person and Nona Morelli's II, Inc., the beneficial owner of
all shares of Issuer's Series B Preferred Stock, have entered into a written
Option Agreement granting Reporting Person the right to acquire all 250,000
shares of Issuer's Series B Convertible Preferred Stock.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
A copy of the Option Agreement described in Item 6 is attached hereto
as Exhibit A.
After reasonable Inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATE: June 21, 1996 /s/ JOSEPH J. MONTEROSSO
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JOSEPH J. MONTEROSSO
Reporting Person
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EXHIBIT A TO SCHEDULE 13-D
(JOSEPH J. MONTEROSSO REPORTING PERSON)
OPTION AGREEMENT
THIS OPTION AGREEMENT is entered into this 13th day of June, 1996, by
and between NONA MORELLI'S II, INC., a Colorado corporation ("NONA"), and JOE
MONTEROSSO, ("MONTEROSSO").
RECITALS
This Agreement is made and entered into with respect to the following
facts:
A. MONTEROSSO desires to acquire from NONA an option to purchase
the 250,000 Series B Preferred Shares of NuOasis Gaming, Inc., a Delaware
corporation (the "Shares") NONA owns, subject to the terms and conditions set
forth below, and
B. NONA desires to grant MONTEROSSO an option to purchase the
Shares subject to the terms and conditions set forth below.
NOW, THEREFORE, for and in consideration of the mutual promises herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, NONA hereby grants to MONTEROSSO an option to
acquire all of the Shares at a purchase price of $13.00 per share, with a
minimum purchase of 110,000 Shares, on terms and conditions substantially
similar to those set forth in the Stock Purchase Agreement labelled Exhibit 1
attached hereto, and subject to the terms and conditions set forth below.
It shall be a condition precedent to the exercise of the option created
by this Agreement that the shareholders of NuOasis Gaming, Inc., a Delaware
corporation, at its next annual or special meeting of shareholders, which shall
be scheduled as soon as reasonably possible after its Proxy Statement shall be
approved for circulation by the Securities & Exchange Commission, shall approve
the proposal to increase the authorized number of shares of Common Stock of
NuOasis Gaming, Inc. by at least twenty million (20,000,000) shares.
MONTEROSSO shall have ninety (90) calendar days after the annual
meeting of the shareholders of NuOasis Gaming, Inc. described above to exercise
this option and this Option shall expire at the end of such ninety (90) day
period. Exercise shall be accomplished by written notice to NONA at the address
set forth below specifying the number of the Shares being purchased, accompanied
by a duly executed Stock Purchase
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Agreement attached hereto as Exhibit 1. Closing of the sale shall be in
accordance with the terms of such Stock Purchase Agreement.
This Option may be exercised in whole or in part and from time to time,
provided that no exercise of this Option shall be effective until this Option
has been exercised with respect to at least 110,000 of the Shares. Any
subsequent exercise of this Option shall be for a minimum of ten thousand of the
Shares.
This option may be assigned, in whole or in part, by MONTEROSSO to
third parties who can enter into the Stock Purchase Agreement attached hereto as
Exhibit 1.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
NONA MORELLI'S II, INC. JOE MONTEROSSO
/s/_____________________ /s/__________________________
Fred G. Luke, CEO. Joe Monterosso, an individual
Address: Address:
2 Park Plaza 550 15th Street
Irvine, CA 92714 San Francisco, CA 94103
