SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
NuOasis Resorts Inc.
(Name of Issuer)
$.01 Par Value Common Stock
(Title of Class of Security)
67057N100
(CUSIP Number)
Fred G. Luke, 6337 Highland Drive, Suite 319, Salt Lake City, UT 84121
(801) 277-8755
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 23, 1998
(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 because
of Rule 13d-1(b)(3) or (4), check the following box: [ ].
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CUSIP NO.: 67057N100
1) Name of Reporting Person/S.S.N. or I.R.S. Identification No. of above
person:
Fred Gordon Luke
2) Check the appropriate row if a member of a group: (a) [ ] (b) [ ]
3) SEC Use Only:
4) Source of Funds: WC and Loan
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e): [ ]
6) Citizenship or Place of Organization:
United States
NUMBER OF SHARES 7) Sole Voting Power: Common - 2,531,000 shares
BENEFICIALLY Series D Preferred - 0 shares
OWNED BY EACH
REPORTING PERSON 8) Shared Voting Power: Common - 0 shares
WITH Series D Preferred - 19,200,000 shares
9) Sole Dispositive Power: Common - 2,531,000 shares
Series D Preferred - 0 shares
10) Shared Dispositive Power: Common - 0 shares
Series D Preferred - 19,200,000
11) Aggregate amount beneficially owned by each reporting person:
Prior to the shares acquired by Mr. Fred Gordon Luke he held directly 400,000
shares of the Issuer's $.01 par value common stock ("Common Stock") and an
option to acquire an additional 600,000 shares of the Issuer's Common Stock. Mr.
Luke, individually and as the sole voting shareholder of NuVen Advisors, Inc.,
formerly New World Capital Inc. ("NuVen Advisors") is the general partner of
NuVen Capital L.P. ("NuVen Capital"), which is the successor in interest to
NuVen Advisors' interest and beneficial ownership of 19,200,000 shares of the
Issuer's $.01 par value Series D Preferred Stock (the "D Preferred Stock"), the
only remaining class of preferred stock presently issued and outstanding as of
the date of this Report.
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12) Check box if the aggregate amount in Row (11) excludes certain shares: [ ]
13) Percent of class represented by amount in Row (11):
As a result of the recent purchase of 2,131,000 shares of the Issuer's Common
Stock, which is the subject of this Report, the Issuer's Common Stock held
personally by Mr. Luke represents approximately 3.9% of the Issuer's total
outstanding class of Common Stock. The D Preferred Stock beneficially owned by
Mr. Luke through his ownership and voting control of NuVen Advisors and NuVen
Capital, represents 80% of the class of the Issuer's capital stock designated
"preferred stock."
14) Type of reporting person: Individual
Item 1. Security and Issuer:
The title of the class of equity securities to which this statement
relates is $.01 par value Common Stock and the name and address of the principal
office of the Issuer of such securities is NuOasis Resorts Inc., a Nevada
corporation, 4695 MacArthur Court, Suite 530, Newport Beach, California 92660.
Item 2. Identity and Background:
(a) The Reporting Person is Fred Gordon Luke as President and sole voting
shareholder of NuVen Advisors. Mr. Luke is the general partner of
NuVen Capital, the successor in interest to NuVen Advisors and present
beneficial owner and holder of record of the D Preferred Stock.
(b) The Reporting Person is a resident of California; NuVen Advisors and
NuVen Capital are a Nevada corporation and limited partnership,
respectively.
(c) The principal business of the Reporting Person is corporate planning
and development consulting, and investments.
(d) The executive office of the Reporting Person is 6337 Highland Drive,
Suite 319, Salt Lake City, UT 84121.
(e) During the last 5 years the Reporting Person has not been convicted of
any criminal offense.
(f) During the last 5 years the Reporting Person has not been party to a
legal proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subjected
to federal or state securities laws or finding any violation with
respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration:
The Reporting Person issued personal promissory notes in the aggregate
amount of $340,000 (the "Notes") to acquire the subject shares of the Issuer's
Common Stock. The Reporting Person intends to satisfy the Notes from the
collection of receivables and other fees due to the Reporting Person at
September 30, 1998.
Item 4. Purpose of Transaction:
The purpose of the acquisition of the subject securities by the
Reporting Person was for investment purposes.
The plans or proposals which the Reporting Person has which relates to
or results in:
(a) The acquisition by any person of additional securities of the Issuer,
or disposition of securities of the Issuer:
Subject to obtaining additional financing, the Reporting Person
intends to purchase additional shares of the Issuer's Common Stock in
private transactions or in the open market, dependent upon the sources
of such offers to sell and prevailing price of such shares at the time
the Reporting Person's financing becomes available. Additionally, the
Reporting Person may cause the D Preferred Stock, over which he has
shared voting and dispositive power, to be converted into shares of
the Issuer's Common Stock.
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries:
Subject to obtaining adequate financing, the Reporting Person intends
to significantly increase his personal equity ownership in the Issuer
and, pursuant to the terms of the Term Sheet between the Issuer and a
European bank, as a condition for the subject bank to complete a loan
to certain of the Issuer's subsidiaries, to cause a reverse split of
the Issuer's Common Stock.
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries:
None at the time of this Report.
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board:
None at the time of this Report.
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(e) Any material change in the present capitalization or dividend policy
of the Issuer:
d) Subject to obtaining adequate financing. the Reporting Person intends
to significantly increase his personal equity ownership in the Issuer
and possibly cause the shares of D Preferred Stock to be converted
into shares of the Issuer's Common Stock.
(f) Any other material change in Issuer's business or corporate structure:
None at the time of this Report.
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto, or other actions which may impede the acquisition of control
of the Issuer by any person:
Subject to obtaining adequate financing, the Reporting Person intends
to significantly increase his personal equity ownership and voting
control in the Issuer which may result in the Reporting Person owning
or controlling absolute voting control of the Issuer.
(h) Causing a class of securities of the Issuer to be de-listed from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered securities
association:
None at the time of this Report.
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act:
None at the time of this Report.
(j) Any action similar to any of those enumerated above:
None at the time of this Report.
Item 5. Interest in Securities of the Issuer:
(a) At the present time, with the Reporting Person's purchase of the
Issuer's Common Stock covered by this Report, the Reporting Person
owns directly or beneficially 2,531,000 of the Issuer's "common
stock", representing approximately 4% of such class, and the Reporting
Person has shared voting and dispositive power over 19,200,000 shares
of the D Preferred Stock, representing 80% of the Issuer's class of
"preferred stock."
(b) (i) The Reporting Person has the sole power to vote the 2,531,000
shares of the Issuer's Common Stock.
(ii) The Reporting Person has shared voting power over 19,200,000
shares of the D Preferred Stock.
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(iii)The Reporting Person has sole power to dispose or direct the
sale of the 2,531,000 of the Issuer's Common Stock
(iv) The Reporting Person has shared dispositive power over 19,200,000
shares of the Issuer's D Preferred Stock.
(c) There were no transactions in the class of securities reported on that
were effected during the last sixty days.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of such
securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer:
Not applicable.
Item 7. Material to be Filed as Exhibits:
None.
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
SIGNATURE
Fred Gordon Luke, individually and as
President and sole voting shareholder of
NuVen Advisors Inc. and General Partner
of NuVen Capital L.P.
Dated: October 28, 1998 /s/ Fred Gordon Luke
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Fred Gordon Luke
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