NUOASIS RESORTS INC
8-K, 1998-11-16
MISCELLANEOUS AMUSEMENT & RECREATION
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                                    FORM 8-K


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934

Date of Report (Date of earliest event reported):   October 26, 1998

                              NuOASIS RESORTS INC.
             (Exact name of registrant as specified in its charter.)

                                     Nevada
                    (State of incorporation or organization)

                                     0-18377
                            (Commission File Number)

                                   84-1126818
                      (I.R.S. Employee Identification No.)

           4695 MacArthur Court, Suite 530, Newport Beach, California
                    (Address of principal executive offices)

                                      92660
                                   (Zip Code)

       Registrant's telephone number, including area code: (949) 833-5381

                                       N/A
          (Former name or former address, if changed since last report)

                                                               [NRI\8K:102698]-4

                                                         1

<PAGE>

Item 1.  Changes in Control of Registrant

                  N/A

Item 2.  Acquisition or Disposition of Assets

                  On October 19,  1998,  NuOasis  International,  Inc., a wholly
owned subsidiary of NuOasis Resorts,  Inc.,  entered into an exchange  agreement
with Flexweight  Corporation.  NuOasis  International  Inc. exchanged all of its
equity interest in Cleopatra  Gammarth,  Limited (which  operates  Cleopatra Cap
Gammarth Casino),  Cleopatra Hammamet Limited (which operates Cleopatra Hammamet
Casino) and  Cleopatra's  World,  Inc.  (which  operates  the Le Palace  Hotel &
Resorts at Cap  Gammarth) in exchange for Six Million  Eight  Hundred  Seventeen
Thousand  Two  Hundred  Forty  Eight  (6,817,248)  shares  of  common  stock  of
Flexweight Corporation,  Six Million (6,000,000) warrants representing the right
to acquire Thirty Six Million  (36,000,000) shares of common stock of Flexweight
Corporation  and  promissory  notes with an aggregate  principal  balance of One
Hundred Eighty Million Dollars ($180,000,000).

Item 3.  Bankruptcy or Receivership

                  N/A

Item 4.  Changes in Registrant's Certifying Accountant

                  N/A

Item 5.  Other Events

                  N/A

Item 6.  Resignation of Registrant's Directors

                  N/A

Item 7.  Financial Statements and Exhibits

         Exhibit A: Asset Exchange Agreement between Flexweight Corporation and
                    NuOasis International Inc.

Item 8.  Change in Registrant's Fiscal Year

                  N/A

                                                               [NRI\8K:102698]-4

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<PAGE>

                                    SIGNATURE



         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                  NuOASIS RESORTS, INC.
                                  (Registrant)

Dated: October 26, 1998            By:  /s/  Fred G. Luke
                                        ---------------------------------------
                                             Fred G. Luke, CEO

                                                               [NRI\8K:102698]-4

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