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
2
<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
3