SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For The Quarter Ended March 31, 1996
Commission File No. 0-18224
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NuOASIS GAMING, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization
95-4176781
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(I.R.S. Employer Identification Number)
2 Park Plaza, Suite 470, Irvine, California 92714
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(Address of principal executive offices)
(714) 833-5382
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(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of capital stock, as of the latest practicable date.
Common Stock $.01 par value; 30,000,000 shares as of May 31, 1996.
Total No. of Pages: 13
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NUOASIS GAMING, INC.
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of March 31, 1996
(unaudited) and September 30, 1995 (audited) ..........1
Consolidated Statements of Operations for Three
and Six Months Ended March 31, 1996 and 1995
(unaudited) ...........................................2
Consolidated Statements of Cash Flows for The Six
Months Ended March 31, 1996 and 1995 (unaudited) ......3
Notes to Consolidated Financial Statements ............4
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS .........7
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS .....................................10
Item 2. CHANGES IN SECURITIES .................................10
Item 3. DEFAULTS UPON SENIOR SECURITIES .......................10
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ...10
Item 5. OTHER INFORMATION .....................................10
Item 6. EXHIBITS AND REPORTS ON FORM 8-K ......................10
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<TABLE>
<CAPTION>
NUOASIS GAMING, INC.
Consolidated Balance Sheets
As of March 31, 1996 (Unaudited) and
September 30, 1995 (Audited)
March 31, September 30,
1996 1995
--------------------- ---------------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 587 $ 866
Prepaid expenses 32,986 50,566
---------------------- ---------------------
Total Current Assets 33,573 51,432
Other assets 7,299 277,300
---------------------- ---------------------
TOTAL ASSETS $ 40,872 $ 328,732
====================== =====================
Current Liabilities:
Accounts payable and accrued expenses $ 90,821 $ 69,220
Due to affiliates 336,142 248,500
Other current liabilities 174,966 313,835
---------------------- ---------------------
Total Current Liabilities 601,929 631,555
Stockholders' Equity (Deficiency):
Preferred stock - par value $.01; authorized 1,000,000 shares; 14% cumulative
convertible; issued and outstanding 170,000
shares (aggregate liquidation of $170,000) 1,700 1,700
Preferred Stock Series B - par value $2.00; authorized, issued
and outstanding 250,000 shares (aggregate liquidation of $500,000) 500,000 500,000
Common stock - par value $.01; authorized 30,000,000 shares;
30,000,000 and 26,176,175 shares issued and outstanding,
as of March 31, 1996 and September 30, 1995, respectively 300,000 261,761
Additional paid-in capital 12,376,196 12,110,177
Stockholders' receivables (1,462,531) (1,473,773)
Accumulated deficit (12,276,422) (11,702,688)
---------------------- ----------------------
Total Stockholders' Equity (Deficiency) (561,057) (302,823)
---------------------- ----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY) $ 40,872 $ 328,732
====================== ======================
</TABLE>
See accompanying notes to these consolidated financial statements
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<TABLE>
<CAPTION>
NUOASIS GAMING, INC.
Consolidated Statements of Operations
For Three and Six Months Ended March 31, 1996 and 1995 (Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
--------------------------------------- --------------------------------------
1996 1995 1996 1995
------------------ -------------------- ------------------ -------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues:
Gaming $ - $ 495,532 $ - $ 836,699
Interest and other - - 18,001 212,226
------------------ -------------------- ------------------ -------------------
Totals - 495,532 18,001 1,048,925
------------------ -------------------- ------------------ -------------------
Costs and expenses:
Gaming operating expenses - 452,983 - 743,800
General and administrative 200,196 247,893 591,736 608,108
------------------ -------------------- ------------------ ------------------
Totals 200,196 700,876 591,736 1,351,908
------------------ -------------------- ------------------ ------------------
Net loss $ (200,196) $ (205,344) $ (573,735) $ (302,983)
================== ==================== ================== ===================
Net loss applicable to
common stock $ (206,146) $ (211,294) $ (585,635) $ (314,883)
================== ==================== ================== ===================
Net loss per common share $ (.01) $ (.01) $ (.02) $ (.01)
================== ==================== ================== ===================
Weighted average common
shares outstanding 29,651,740 25,280,341 28,430,155 23,167,246
================== ==================== ================== ===================
</TABLE>
See accompanying notes to these consolidated financial statements
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<TABLE>
<CAPTION>
NUOASIS GAMING, INC.
Consolidated Statements of Cash Flows
For the Six Months Ended March 31, 1996 and 1995 (Unaudited)
Six Months Ended March 31,
-----------------------------------------
1996 1995
--------------------- -------------------
(Unaudited) (Unaudited)
<S> <C> <C>
Operating activities:
Net loss $ (573,735) $ (302,983)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 270,001 118,798
Effect of common shares
issued as payment for services - 25,750
Increase (decrease) from changes in:
Accounts Receivable - (62,438)
Prepaid expenses 17,579 (60,499)
Other assets - 136,486
Accounts payable and accrued expenses 21,601 84,425
Due to affiliate 87,642 (97,260)
Other current liabilities 61,133 -
--------------------- -------------------
Net cash used in operating activities (115,779) (157,721)
--------------------- --------------------
Financing activities:
Proceeds from stockholders' receivables 90,000 -
Proceeds from issuances of equity securities 25,500 35,490
Payments of long-term debt - (24,350)
--------------------- --------------------
Net cash provided (used) by financing activities 115,500 11,140
--------------------- -------------------
Net increase (decrease) in cash and cash equivalents (279) (146,581)
Cash and cash equivalents, beginning of period 866 162,329
--------------------- -------------------
Cash and cash equivalents, end of period $ 587 $ 15,748
===================== ===================
Supplemental Disclosure of Cash Flow Information
Non-cash financing activities:
Stock options exercised for stockholder note
receivable $ 78,758 $ -
Loan converted to common stock $ 200,000 $ -
</TABLE>
See accompanying notes to these consolidated financial statements
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NUOASIS GAMING, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. GENERAL
PRINCIPLES OF CONSOLIDATION AND MANAGEMENT ESTIMATES
The accompanying unaudited condensed consolidated financial statements include
the accounts of NuOasis Gaming, Inc. ("NuOasis") and its wholly-owned
subsidiaries, Ba-Mak Gaming International, Inc. ("Ba- Mak"), formerly Phillips
Gaming International, Inc., Casino Management of America, Inc. ("CMA"); the
accounts of CMA include its wholly-owned subsidiaries, NuOasis Las Vegas, Inc.
("NuOasis Las Vegas"), and NuOasis Laughlin, Inc. ("NuOasis Laughlin"). As used
herein, collectively referred to as the "Registrant" or the "Company" unless the
context indicates otherwise. All material intercompany accounts and transactions
have been eliminated in consolidation.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments, consisting of normal recurring
accruals, necessary to present fairly the Registrant's financial position as of
March 31, 1996, and its results of operations and cash flows for six months then
ended. Information included in the unaudited condensed consolidated balance
sheet as of March 31, 1996 has been derived from the Registrant's audited
consolidated balance sheet included in the Registrant's 1995 Form 10-KSB/A. The
accompanying unaudited condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements and other
information in the fiscal 1995 Form 10- KSB/A. The unaudited results of
operations for the six months ended March 31, 1996 are not necessarily
indicative of the operating results for the full year.
BANKRUPTCY FILING OF BA-MAK GAMING INTERNATIONAL, INC.
In September 1992, prior management redirected the Registrant's focus to the
legalized gaming industry. Ba-Mak was incorporated in Louisiana on December 15,
1992 to conduct the Registrant's gaming operations including gaming machine
route operations and sales of gaming equipment, in Louisiana and other states in
which it may become licensed.
Subsequent to its incorporation and prior to the change in control, Ba-Mak had
concentrated its efforts toward developing route operations in the Louisiana
charitable gaming sector. On April 8, 1993, Ba-Mak received approval from the
Louisiana Gaming Regulatory Division to become a licensed distributor/route
operator for electronic video bingo machines. Ba-Mak initially obtained location
placement agreements with six charitable gaming establishments in Louisiana,
which was subsequently reduced to five locations, whereby it placed 135
electronic video bingo machines at such establishments. In accordance with
Louisiana law, Ba-Mak also entered into agreements with a majority of the
charitable organizations licensed to conduct gaming at such establishments.
Among other things, such agreements specified the percentage of the profits
generated by the gaming machines at each location that will be allocated to
Ba-Mak, the charitable organization and the gaming establishment.
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NUOASIS GAMING, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued...)
In October 1994, Ba-Mak filed for protection under Chapter 11 of the U.S.
Bankruptcy Code in the Eastern District of Louisiana. While under the protection
of Chapter 11, Ba-Mak continued to operate as a charitable bingo route operator
in Louisiana as Debtor-in-Possession. It was management's objective to
reorganize Ba- Mak's debt under Chapter 11 and fully continue its gaming
operations. Accordingly, Ba-Mak was accounted for as a continuing operation
during this period.
On April 20, 1995, upon motion from the United States Trustee, an order
converting the case to Chapter 7 was issued and a Chapter 7 Trustee was
appointed . The trustee took possession of Ba-Mak's assets and is liquidating
such assets for the benefit of Ba-Mak's bankruptcy estate. As a result, all
gaming operations at Ba-Mak ceased and, accordingly, has been accounted for as a
disposition of an investment in fiscal 1995. The total gaming revenues in the
amount of $836,699 for the six months ended March 31, 1995 from Ba- Mak will not
recur in future years due to the cessation of operations and the liquidation of
Ba-Mak in the Chapter 7 bankruptcy proceeding.
As of the date of this Report, the Trustee's administration of the bankruptcy
estate is ongoing. In February 1996, the Trustee applied to the bankruptcy court
for authority to make an interim distribution in the amount of $70,750
consisting of $67,168 to Chapter 11 Administrative Creditors, $750 to the Office
of the U.S. Trustee and $2,831 to the Trustee for interim compensation and
expenses payable to the Trustee. Since the interim distribution is expected to
exhaust the estate and since the Registrant's claim is not included in the
Trustee's interim distribution list, the Registrant does not anticipate
receiving any sums on its Claims.
GOING CONCERN
The Registrant has experienced recurring net losses, has limited liquid
resources, negative working capital and its primary operating subsidiary was
liquidated during fiscal 1995. Management's intent is to keep searching for
additional sources of capital and new investment opportunities. In the interim,
the Registrant intends to keep operating with minimal overhead provided by Nona
Morelli's II, Inc. ("Nona"), the Registrant's controlling shareholder. Such
conditions raise substantial doubt about the Registrant's ability to continue as
a going concern, accordingly, the accompanying unaudited condensed consolidated
financial statements have been presented under the assumption that the
Registrant will continue as a going concern. As such, the Registrant's
independent accountants have modified their report on the fiscal 1995 financial
statements to include an explanatory paragraph with respect to the uncertainty.
Note 2. REVENUE RECOGNITION
During the quarter ended March 31, 1995, the Registrant recognized as gaming
revenues the gross funds deposited in gaming machines. Net revenues to the
Registrant, from which operating expenses can be paid, are referred to in the
industry as "net win", which is the difference between gross funds deposited
into the machines and payments to customers. There were no gaming revenues
during the quarter ended March 31, 1996.
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NUOASIS GAMING, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued...)
Note 3. LOSS PER COMMON SHARE
Loss per common share is computed based on the net loss for each period, as
adjusted for dividends required on preferred stock and the weighted average
number of common shares outstanding. The effects of assuming the exercise of the
Registrant's outstanding warrants and options were not recognized because they
would be anti-dilutive.
Note 4. STOCKHOLDERS' EQUITY
SHARES ISSUED TO ADVISORS
During the quarter ended March 31, 1995, the Registrant issued 1,837,000 shares
to certain advisors and consultants for services. There were no shares issued to
advisors and consultants for services during the quarter ended March 31, 1996,
other than 868,824 common shares issued upon exercise of options by the
President of the Registrant in the amount of $104,258, or $.12 per share. The
Registrant received a note receivable in the amount of $78,758 and a cash
payment of $25,500 as consideration for the exercise of options. The note
receivable has been classified as Stockholder Receivable at March 31, 1996.
Note 5. RECLASSIFICATION
To allow comparability, the fiscal 1995 consolidated financial statements have
been reclassified, where appropriate, to conform with the financial statement
presentation used in fiscal 1996.
Note 6. SUBSEQUENT EVENTS
COMMENT LETTER
The Registrant is in the process of generating a response to a comment letter
written by the Division of Corporate Finance of the Securities and Exchange
Commission ("SEC") dated May 23, 1996 (the "Letter") with respect to the
Registrant's Form 10-KSB/A for fiscal year ended September 30, 1995, Amendment
No. 2 to Form SB-2 and its Amended Schedule 14A - Preliminary Proxy Material.
The Letter included comments, among others, on the accounting afforded to a
Stock Purchase and Business Combination Agreement (the "Stock Purchase
Agreement") entered into on March 30, 1994, by the Registrant with Nona and
Nona's then wholly-owned subsidiary, CMA, pursuant to which CMA became a
wholly-owned subsidiary of the Registrant. The Registrant and its accounting
firms are in agreement with the purchase accounting as brought forward in the
accompanying condensed consolidated financial statements. However, once the
Registrant's response has been reviewed by the SEC, there may be further
comments generated by the SEC and such comments could result in adjustments to
the accompanying condensed consolidated financial statements and accompanying
notes.
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NUOASIS GAMING, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued...)
OPTION AGREEMENT
On June 4th, 1996, Nona entered into an Option Agreement with an
individual previously unrelated to the Registrant or Nona, granting such
individual an option to purchase the 250,000 Series B Preferred Shares of the
Registrant owned by Nona at a purchase price of $13.00 per share, with a minimum
purchase of 110,000 shares.
The exercise of the option is conditioned upon shareholder approval of
a proposal to increase the authorized number of shares of common stock of the
Registrant by at least twenty million (20,000,000) shares. The option is
assignable and shall expire 90 days after the next Annual Meeting of
Shareholders of the Registrant.
If the option is fully exercised, by the holder(s) of the option on
the date of exercise, a change of control of the Registrant will occur by virtue
of the voting rights of the Series B Preferred Shares, and the Registrant would
cease to be a controlled subsidiary of Nona. In this event, the financial
statements and operations of the Registrant would no longer be consolidated into
the financial statements of Nona.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The Registrant does not presently have any active business. On October
28, 1994, Ba-Mak, the Registrant's only active operations, filed a Chapter 11
bankruptcy petition. Ba-Mak was operating at five locations as of March 31,
1994. On April 5, 1995, the United States Trustee filed a motion with the
Bankruptcy Court to convert Ba-Mak's Chapter 11 proceeding to Chapter 7.
On April 20, 1995, upon motion from the United States Trustee, an
order converting the case to Chapter 7 was issued and a Chapter 7 Trustee was
appointed . The trustee took possession of Ba-Mak's assets and is liquidating
such assets for the benefit of Ba-Mak's bankruptcy estate. As a result, all
gaming operations at Ba-Mak ceased and, accordingly, has been accounted for as a
disposition of an investment in fiscal 1995. The total gaming revenues in the
amount of $836,699 for the six months ended March 31, 1995 from Ba-Mak will not
recur in future years due to the cessation of operations and the liquidation of
Ba-Mak in the Chapter 7 bankruptcy proceeding.
As of the date of this Report, the Trustee's administration of the
bankruptcy estate is ongoing. In February 1996, the Trustee applied to the
bankruptcy court for authority to make an interim distribution in the amount of
$70,750 consisting of $67,168 to Chapter 11 Administrative Creditors, $750 to
the Office of the U.S. Trustee and $2,831 to the Trustee for interim
compensation and expenses payable to the Trustee. Since the interim distribution
is expected to exhaust the estate and since the Registrant's claim is not
included in the Trustee's interim distribution list, the Registrant does not
anticipate receiving any sums on its Claims.
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NUOASIS GAMING, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued...)
The Registrant had no operations during the quarter ended March 31,
1996 other than management's efforts to locate additional sources of capital and
new investment opportunities. Until the Registrant locates a suitable investment
opportunity and receives the requisite investment and working capital, the
Registrant intends to keep operating with minimal overhead. The accompanying
unaudited condensed consolidated financial statements have been presented under
the assumption that the Registrant would continue as a going concern.
COMPARISON OF THE SIX MONTHS ENDED MARCH 31, 1996 TO THE SIX MONTHS ENDED
MARCH 31, 1995
CAPITAL RESOURCES AND LIQUIDITY
The Registrant's total revenues for the six months ended March 31,
1996 decreased $1,030,924 to $18,001 over the same period ended March 31, 1995,
since the Registrant had no operations and no revenues during the six months
ended March 31, 1996.
The Registrant has incurred recurring net losses and negative cash
flows from operating activities since its inception in 1988. As of March 31,
1996, the Registrant had limited cash and cash equivalents in the amount of $587
and negative working capital of $568,356 as of March 31, 1996. As of the date of
this report, the Registrant has no current material commitments for capital
expenditures.
As a direct result of Ba-Mak's bankruptcy during fiscal 1995, the
Registrant had limited cash and cash equivalents remaining as of March 31, 1996
to finance future operations. Considering the Registrant's bankruptcy of Ba-Mak,
operating losses and negative cash flows from operating activities, management
cannot assure that such limited resources will be sufficient to sustain the
Registrant. The Registrant has received financial support from Nona, and is
dependent upon Nona for such future working capital. Such conditions raise
substantial doubt about the Registrant's ability to continue as a going concern.
<TABLE>
<CAPTION>
CASH FLOWS
Six Months Ended March 31,
--------------------------------------
1996 1995
------------------ ------------------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash provided (used) in operating activities $ (115,779) $ (157,721)
Cash provided (used) by financing activities $ 115,500 $ 11,140
Net increase (decrease) in cash $ (279) $ (146,581)
</TABLE>
Cash used in operating activities decreased to $115,779 for the six
months ended March 31, 1996 from $157,721 for the comparable period last year
which was primarily attributable to the Chapter 7 bankruptcy proceedings of the
Registrant's operating subsidiary which commenced April 20, 1995.
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NUOASIS GAMING, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued...)
Cash provided by financing activities increased to $115,500 for the
six months ended March 31, 1996 from $11,140 for the comparable period last year
which was primarily attributable to proceeds received from stockholder's
receivables. Of the $115,500 proceeds received, $25,500 was received from the
President of the Registrant for options exercised (Note 4).
RESULTS OF OPERATIONS
There were no gaming or other revenue producing operations during the
six months ended March 31, 1996. The Registrant's gaming operations ceased
during fiscal 1995 upon commencement of Ba-Mak's Chapter 7 bankruptcy
liquidation. As a result, there were no gaming revenues or gaming costs or
expenses during the six months ended March 31, 1996.
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 1996 TO THE THREE MONTHS ENDED
MARCH 31, 1995
CAPITAL RESOURCES AND LIQUIDITY
The Registrant's total revenues for the three months ended March 31,
1996 decreased $495,532 over the same period ended March 31, 1995, since the
Registrant had no operations and no revenues during the quarter ended March 31,
1996.
The Registrant has incurred recurring net losses and negative cash
flows from operating activities since its inception in 1988. As of March 31,
1996, the Registrant had limited cash and cash equivalents in the amount of $587
and negative working capital of $568,356 as of March 31, 1996. As of the date of
this report, the Registrant has no current material commitments for capital
expenditures.
As a direct result of Ba-Mak's bankruptcy during fiscal 1995, the
Registrant had limited cash and cash equivalents remaining as of March 31, 1996
to finance future operations. Considering the Registrant's bankruptcy of Ba-Mak,
operating losses and negative cash flows from operating activities, management
cannot assure that such limited resources will be sufficient to sustain the
Registrant. The Registrant has received financial support from Nona, and is
dependent upon Nona for such future working capital. Such conditions raise
substantial doubt about the Registrant's ability to continue as a going concern.
RESULTS OF OPERATIONS
There were no gaming or other revenue producing operations during the
quarter ended March 31, 1996. The Registrant's gaming operations ceased during
fiscal 1995 upon commencement of Ba-Mak's Chapter 7 bankruptcy liquidation. As a
result, there were no gaming revenues or gaming costs or expenses during the
quarter ended March 31, 1996.
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NUOASIS GAMING, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued...)
PART II: OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Since September 30, 1995 the Registrant knows of no significant
changes for the quarter ended March 31, 1996 in the status of the pending
litigation as described in Form 10-KSB/A except that the Second Amended
Complaint entitled Ruben Kitay et al vs. Nona Morelli's II, Inc. et al; United
States District Court for the Central District of California; Case No. 95-4375
RMT(SHx), filed on October 10, 1995, in the U.S. District Court for the Central
District of California and subsequently dismissed pursuant to stipulation, was
refiled by the Plaintiffs on April 12, 1996, by a complaint entitled Gustavo
Farias, et al v. Nona Morelli's, II Inc., et al, filed in the United States
District Court for the Central District of California. This new complaint was
subsequently transferred to the Western District of California and assigned Case
No. CV-96-2617-RMT (SHx). The new complaint named Nona, its officers, the
Registrant's accounting firm and other third parties as defendants in an alleged
shareholder derivative action (the "Refiled Action") re-filed on behalf of
certain shareholders of the Registrant. The Refiled Action arises from the Stock
Purchase and Business Combination Agreement pursuant to which Nona acquired
voting control of ENP (now NuOasis Gaming), and the events surrounding the
bankruptcy of Ba-Mak. The plaintiffs seek damages according to proof, interest,
rescission, attorneys' fees and exemplary damages. Outside counsel for the
Registrant in the Refiled Action, and the management of both the Registrant and
Nona believe, among other things, that the action was initiated by Mike Savage
and persons affiliated with him, as a part of an attempt to take control of the
Registrant; that the plaintiffs do not have standing to file such litigation;
that the plaintiffs have no competent and credible evidence to support their
allegations and that they have failed to state a proper claim; and that they do
not qualify as proper representatives in a shareholder action. After the filing
of the Registrant's Motion to Dismiss in the original action, the original
action was voluntarily dismissed by the plaintiffs. The Registrant intends to
file a Motion to Dismiss the Refiled Action. On May 24, 1996, the Registrant's
accounting firm was dismissed from the Refiled Action.
Item 2. CHANGES IN SECURITIES
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
NUOASIS GAMING, INC.
Dated: June , 1996 By:/s/ Fred G. Luke
----- -----------------------------------
Fred G. Luke,
President and Director
Dated: June , 1996 By:/s/ Steven H. Dong
----- ------------------------------------
Steven H. Dong,
Chief Financial Officer
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