<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No .........)*
NuOasis Resorts, Inc.
- --------------------------------------------------------------------------------
Name of issuer
Common
- --------------------------------------------------------------------------------
Title of Class of Securities
67057100
- --------------------------------------------------------------------------------
CUSIP Number
Richard Weed, Esq.
Archer & Weed
4695 MacArthur Court, Suite 530
Newport Beach, CA 92660
714-475-9086
Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications
April 7, 1998
- --------------------------------------------------------------------------------
Date of Event which Requires Filing of This Statement
If the filing person has previously filed a statement on Schedule 13D, and is
filing this schedule because of Rule 13d-a(b) (3) or (4), check the following
box [ ]
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 of 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 otherise 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).
1
<PAGE> 2
1) Name of Reporting Person OTC Communications Corp.
------------------------
2) Check the Appropriate Box if a Member of A Group not applicable
--------------
3) SEC Use Only
------------------------
4) Source of Funds(see instructions) OO
--
5) Check If Disclosure of Legal proceedings is Required Pursuant to Items 2(d)
or 2(e) Not Applicable
--------------
6) Citizenship or Place of Organization Massachusetts
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7) Sole Voting Power 3,306,000 Shares
-----------------
8) Shared Voting Power Not Applicable
--------------
9) Sole Dispositive Power 3,306,000 Shares
----------------
10) Shared Dispositive Power Not Applicable
--------------
11) Aggregate Amount Owned by Each Reporting Person 3,306,000 Shares
----------------
12) Check if The Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) Not Applicable
--------------
13) Per Cent of Class Represented by Amount in Row (11) 5.5%
----
14) Type of Reporting Person CO
--
ITEM 1. SECURITY AND ISSUER
Common Stock
NuOasis Resorts, Inc.
4695 MacArthur Court, Suite 530
Newport Beach, CA 92660
ITEM 2. IDENTITY AND BACKGROUND
(a) OTC Communications Corp., a Massachusetts corporation. Geoffrey
Eiten owns 100% of the outstanding shares of the person filing this statement.
2
<PAGE> 3
(b) 1040 Great Plains Avenue Needham, MA 02192
(c) The principal business of OTC Communications Corp. is providing
financial communications and investor relations on behalf of business entities.
(d) The person filing this statement, including such person's officers
and directors, has not during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) The person filing this statement, including such person's officers
and directors, has not during the last five years been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding been subject to a judgment, decree or final order
enjoining future violations or, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) State of Massachusetts and United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Shares of NuOasis Resorts, Inc. were acquired in exchange for services
rendered relating to financial communications and investor relations.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction was to compensate the person filing this
statement with shares of common stock in exchange for services rendered relating
to financial communications and investor relations.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) Reporting Person beneficially owns 3,306,000 shares of common stock
of NuOasis Resorts, Inc., which represents 5.5% of the outstanding shares of
NuOasis Resorts, Inc. as of April 7, 1998.
(b) There are 3,306,000 shares as to which there is sole power to vote
or direct the vote, and sole power to dispose or direct the disposition.
(c) not applicable
(d) not applicable
(e) not applicable
3
<PAGE> 4
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF ISSUER
The contracts, arrangements, understandings or relationship (legal or
otherwise) between the reporting person and the issuer are set forth in the
Engagement Letter and Fee Agreement, First Addendum to Engagement Letter and Fee
Agreement, Second Addendum to Engagement Letter and Fee Agreement, and Third
Addendum to Engagement Letter and Fee Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Copies of the foregoing Engagement Letter and Fee Agreement, First
Addendum to Engagement Letter and Fee Agreement, Second Addendum to Engagement
Letter and Fee Agreement, and Third Addendum to Engagement Letter and Fee
Agreement were filed with the SEC as Exhibits to the Form S-8 registration
statement that covers the shares acquired by OTC Communications Corp.
SIGNATURE
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.
OTC Communications
DATE: May 5, 1998 /s/ Geoffrey Eiten
-------------------------------
By: Geoffrey Eiten
Title: President
Reporting Person
4