SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

    For the Fiscal Year Ended June 30, 1997 Commission file number: 0-18377

                              NuOASIS RESORTS, INC.
                       (formerly, Nona Morelli's II, Inc.)
             (Exact name of registrant as specified in its charter)

                                     Nevada
         (State of other jurisdiction of incorporation or organization)

                                   84-1126818
                      (I.R.S. Employer 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: (714) 833-5381
                                  ------------
               Securities registered pursuant to Section 12(b) of
                                    the Act:
                                      None
               Securities registered pursuant to Section 12(g) of
                                    the Act:
                          Common Stock, $.01 Par Value

         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 such  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         No  X

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation  S-K, is not contained  herein and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.
                                                        o
         The  Registrant's  revenues  for  its  most  recent  fiscal  year  were
$1,339,763.

         The aggregate  market value of the voting stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of January  31, 1997 was  approximately
$8.7 million.

                                      Class
                          Common Stock, $.01 par value

                         Outstanding at January 31, 1998
                                48,824,300 shares

                      Documents Incorporated by Reference:
                                      None

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<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                     PART I

Item 1.           Description of Business                                  1

Item 2.           Description of Property..................................17

Item 3.           Legal Proceedings........................................18

Item 4.           Submission of Matters to a Vote of Security-Holders......19

                                     PART II

Item 5.           Market for Common Equity and Related Stockholder Matters.19

Item 6.           Management's Discussion and Analysis of Financial
                    Condition and Results of Operations....................21

Item 7.           Financial Statements.....................................28

Item 8.           Changes in and Disagreements With Accountants on
                    Accounting and Financial Disclosure....................29

                                    PART III

Item 9.           Directors, Executive Officers, Promoters and Control
                    Persons;  Compliance with Section 16(a) of the
                    Exchange Act ..........................................29

Item 10.          Executive Compensation...................................34

Item 11.          Security Ownership of Certain Beneficial Owners and
                    Management ............................................38

Item 12.          Certain Relationships and Related Transactions...........39

                                     PART IV

Item 13.         Exhibits and Reports on Form 8-K..........................40

                                                      [NM\10-KSB\97:63097KSB]-21

<PAGE>

                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS.

(a)      General

         NuOasis Resorts, Inc., formerly, Nona Morelli's II, Inc. (the "Company"
or "NRI"), was incorporated in Colorado on February 6, 1989 and became public in
1990. Through its subsidiaries the Company (a) develops,  owns, leases,  manages
and operates hotels,  gaming casinos and related operations (b) manufactures and
distributes specialty food products, and (c) invests in and develops real estate
interests. In addition to its hotel and gaming operations,  the Company provides
food, entertainment and ancillary services.

(b)      Business Development

         The Company was  originally  organized  to succeed the  business of the
Nona Morelli Limited  Partnership  which operated a restaurant from 1986 through
1989 and manufactured and marketed specialty Italian food products.

         Prior to December 1992, the business of the Company consisted solely of
the  manufacturing,  marketing  and sale of Italian  food  products.  During its
fiscal  year ended June 30,  1993  ("fiscal  1993"),  as a result of a number of
acquisitions  and  investments in the areas of food,  legalized  gaming and real
estate, the Company was restructured to operate as a holding company. Since July
1, 1993,  the  Company's  food,  legalized  gaming and real estate  acquisition,
development   and  production   activities  have  been  owned  and  operated  by
wholly-owned  subsidiaries or subsidiaries where the Company owned and exercised
voting control.

         The   Company's   domestic  food   operations   are  conducted  by  its
wholly-owned  subsidiary,  Fantastic  Foods  International,  Inc.,  a California
corporation ("FFI") doing business as The Pasta Fresca Company ("Pasta Fresca").

         The Company's  historical domestic gaming related assets and operations
have been  conducted  by a former  subsidiary,  Group V  Corporation  (formerly,
NuOasis Gaming, Inc.), a Delaware corporation  ("GRPV"),  formerly E.N. Phillips
Company ("ENP"), which is a publicly-held company whose shares are traded on the
Electronic  Bulletin Board. During the year ended June 30, 1997 ("fiscal 1997"),
the  Company  sold the  majority  of its  equity  and  voting  control  of GRPV,
consisting of common and  preferred  stock of GRPV. At the close of fiscal 1997,
the Company held  approximately  10% voting  control of GRPV.  Subsequent to the
close  of  fiscal  1997,  the  Company  entered  into an  agreement  to sell its
remaining interest in the common stock,  preferred stock and certain warrants to
purchase  common  stock  of  GRPV  (see  Item  6,  Management's  Discussion  and
Analysis).

         The  Company's   international   hotel  management  and  casino  gaming
activities  which,  at the close of fiscal 1997,  were still in the  development
stage, are conducted by its wholly-owned subsidiary, NuOasis International, Inc.
("NuOI"),  a Bahamas  corporation,  successor to NuOasis  International  Inc., a
California Corporation (formerly International Casino Management,  Inc.), and by
Cleopatra Palace Limited,  an Irish  corporation  ("Cleopatra")  and Cleopatra's
World Inc., a British Virgin Island corporation  ("Cleopatra's World"), entities
which are 70% and 50% owned, respectively, by NuOI, as of June 30, 1997.

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<PAGE>

         The Company's  domestic real estate  operations,  which at the close of
fiscal  1997,  are still in the  development  stage,  are  conducted  by NuOasis
Properties,  Inc., a Colorado  corporation,  formerly Morelli  Capital,  Inc., a
wholly-owned subsidiary ("NuOP").

         In fiscal 1993, the Company  adopted the strategy to ultimately  result
in its  separate  subsidiaries  becoming  publicly-held  companies.  The Company
believes  that its  subsidiaries  can raise new equity  capital,  as needed,  as
separate publicly-held entities, and minimize the Company's financial commitment
to support the  subsidiaries'  growth.  Since the  beginning  of its fiscal year
ended June 30, 1994 ("fiscal 1994"), the Company has supervised its subsidiaries
and  provided  financial  support,  centralized  strategic  planning,  corporate
development,  administrative and other services.  During fiscal 1997 the Company
had eight (8) subsidiaries, one of which was publicly traded.

         As used herein,  the term  "Company",  "Registrant"  or "NRI" refers to
NuOasis Resorts, Inc. (formerly, Nona Morelli's II, Inc.), and its subsidiaries:
NuOP, NuOI and its subsidiaries, Cleopatra and Cleopatra's World, FFI, ACI Asset
Management  Inc., a Nevada  corporation  ("ACI"),  and GRPV and its wholly-owned
subsidiaries;  Casino Management of America,  Inc., a Utah corporation  ("CMA");
NuOasis Laughlin,  Inc., a Colorado corporation ("NuLA"); and NuOasis Las Vegas,
Inc.,  a  Colorado  corporation  ("NuLV").   NuLV  and  NuLA  were  both  wholly
owned-subsidiaries  of CMA which in turn was owned by GRPV until June 1996, when
CMA, NuLV and NuLA were  acquired and became  wholly-owned  subsidiaries  of the
Company. NuLV and NuLA were formed for the purpose of acquiring gaming assets in
the  metropolitan  Las Vegas and Laughlin,  Nevada areas. ACI was formed for the
purpose of acquiring  certain real estate assets.  ACI, NuOP, CMA, NuLV and NuLA
are development-stage companies and did not have any operations during the three
fiscal years ended June 30, 1997.

         The following chart  illustrates the  relationship  between the Company
and the various subsidiaries:

<TABLE>
<CAPTION>

                              NuOASIS RESORTS INC.

<S>                 <C>       <C>       <C>                      <C>       <C>       <C>       <C>

      GRPV
     (Voting        CMA       NuLV      NuOI                     NuLA      FFI       ACI       NuOP
    Control)        100%      100%      100%                     100%      100%      100%      100%
    ---------       ----      ----      -----------------------  ----      ----      ----      ----
                                        Cleopatra - 70%
                                        Cleopatra's World - 50%

</TABLE>

(c)      Description of Business

         The Company's  business  interests are comprised of food  manufacturing
and  distribution,  legalized  gaming  and  hotel  management,  and real  estate
acquisition and development.

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                                                         2

<PAGE>

         (1)      Food Manufacturing and Distribution

                  Through  FFI,  the Company is a  manufacturer  and marketer of
         fresh and frozen packed pasta and Italian sauces. Since September 1993,
         the Company's food products  operations  have been conducted by FFI. In
         fiscal  1994  the   Company's   historical   food   manufacturing   and
         distribution  activities,  which include pasta and sauce products, were
         transferred  from  Colorado  to  California  and  are now  operated  in
         facilities  based  in  Irwindale,  California.  The  facility  is  USDA
         certified and produces all of the Company's  pasta and sauce  products,
         including  meat and chicken filled  products and  speciality  items for
         hotels and restaurants.

                  The Company utilizes its own recipes and those acquired in the
         purchase of the assets and business of Italfin,  Inc.  ("Italfin")  and
         Pasta Fresca in fiscal 1993. The Company's  pasta products are fresh or
         frozen,  not dried, to maintain 60% of the  nutritional  value, to cook
         quickly  and to retain  aroma and  taste.  Its pasta is high in complex
         carbohydrates  making it a high energy  food.  The  Company's  pasta is
         manufactured  under the brand names "Nona Morelli" and "Pasta  Fresca,"
         and contains all natural  ingredients  without any  preservatives.  The
         "Nona  Morelli" and "Pasta  Fresca" brand name pasta  products are sold
         primarily  to  the  retail  trade  in  supermarkets,  club  stores  and
         independent   grocers  in  California  and  other  states  and,  to  an
         increasingly greater extent, through contract packaging  ("co-packing")
         for  other  national/regional   organizations,   which  distribute  the
         Company's  products under their private labels.  Fresh and frozen pasta
         is  also  sold in  bulk  for the  food  service  industry,  hotels  and
         restaurants.   The  Company  has  lines  of  no  cholesterol   and  low
         cholesterol  pasta and  packages  and markets  pasta with  accompanying
         sauces.  The Company is also a producer and marketer of a private label
         and "Nona Morelli" and "Pasta Fresca" brand sauces.

                  During the year ended June 30, 1997, the Company  continued to
         pursue a  program  that  focused  on  increasing  operations  on both a
         national and  international  level.  The Company  continues  its direct
         manufacturing  and  marketing  activities  for the "Nona  Morelli"  and
         "Pasta Fresca" brand names on a regional basis through  various brokers
         in the Southeast and Midwest.  In co-packing,  the Company packages its
         pasta and sauce products for other  companies which market the products
         under  their  own  labels  and  brand  names.   Co-packing  represented
         approximately  38% and 24% of food sales  revenue for each of the years
         ended June 30, 1997 and 1996, respectively.

         Products

                  The  Company's  primary  food  products  include a variety  of
         pastas and  sauces.  The  Company's  pasta sales  accounted  for ninety
         percent (90%) and ninety five percent (95%) of food sales  revenues for
         both  the  years  ended  June  30,  1997 and  1996,  respectively.  The
         Company's pasta line consists of 35 different pasta products separately
         packaged under the "Nona Morelli's" label and private-label names.

                  The Company also manufactures and markets five different sauce
         products  separately  packaged in four sizes under the "Nona Morelli's"
         brand name and private-label.

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                                                         3

<PAGE>

                  Fresh  pasta  is  manufactured  from  high  quality  durum  or
         semolina flour, and whole eggs or egg whites,  in a process which takes
         it from dough mix  through  various  machines  which  shape and cut the
         pasta to the required shape,  thickness,  and size. The product is then
         pasteurized  and  packaged in a way in which oxygen is flushed from the
         package and replaced with an inert gas to inhibit spoilage and increase
         shelf life. The fresh pasta industry has flourished  with the advent of
         effective,   cost-efficient,   packaging  equipment.  Spinach,  cheese,
         tomatoes,  and  other  ingredients  may be added to the mix to create a
         variety  of  gourmet  pasta   products.   Cholesterol   free  pasta  is
         manufactured from semolina flour, egg whites, and water.

                  The major markets for fresh pasta are chain-supermarkets, club
         stores,  food  service,  independent  groceries,   delicatessens,   and
         military  commissaries.  Fresh  pasta,  sold  in  retail  supermarkets,
         generally may be found in the "deli" section,  refrigerated grocery, or
         possibly the nutrition section.  According to a compilation of the U.S.
         Commerce Department and the National Pasta Association, annual sales of
         pasta in the United States for 1990 were estimated at approximately 4.6
         billion  pounds or a mean  annual per capita  consumption  rate of 18.4
         pounds,  up from 13 pounds per person in 1980.  Domestic sales of fresh
         pasta were not separately categorized by the publication.  The National
         Pasta Association estimated that the mean annual per capita consumption
         of pasta will be 30.6 pounds by the year 2000.

                  While  consumption  of pasta  generally has been occurring for
         hundreds  of years in Europe  and the United  States,  over-the-counter
         sale of  off-premises  manufactured  and  packaged  fresh pasta is made
         possible by  pasteurization  and oxygen flushing.  Domestic fresh pasta
         sales began to accelerate  in 1985.  Sales of low  cholesterol,  and no
         cholesterol,  fresh pasta began to capture a small market share in 1988
         as U.S. consumers with health concerns, or dietary requirements, became
         more  aware of pasta  products  with these  features.  These same fresh
         pasta  products  can also be quick  frozen for longer shelf life in the
         retail  markets.  Management  expects  the  demand for fresh and frozen
         pasta will continue to increase during the coming years.

         Production

                  The Company  purchases  durum and semolina flour from mills in
         California,   and  purchases   cheese  and  raw  materials  from  local
         producers.  The Company has not  experienced  any  shortages or limited
         availability  for  ingredients  for its products;  however,  prices for
         flour and eggs fluctuate based on weather, market variations, and other
         factors beyond its control.  The California  mills currently supply 90%
         of flour  purchases  for the  Company's  products.  Spices,  cheese and
         various  other raw  materials  are also  purchased  locally in Southern
         California.

                  The Company mixes flour and eggs (whole or whites only) into a
         moist dough mix which is then  processed  into specific  thicknesses in
         sheets.  The sheets are then  placed in machines  which form  different
         flat pasta products,  i.e., spaghetti,  linguine and fettuccine as well
         as various filled product such as ravioli,  tortettini and  tortellini.
         Spinach,  tomato  paste,  and other herb  ingredients  are added to the
         basic pasta mix at different stages to create flavored products. Filled
         products  are filled  with  cheeses,  spinach,  chicken  and meat.  The
         Company  cuts,  pasteurizes,  and packages  through an oxygen  flushing
         process for its fresh or frozen pasta.

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                                                         4

<PAGE>

         Packaging

                  In its  fresh  or  frozen  pasta  manufacturing  process,  the
         Company  uses a series of  equipment,  including  dough  mixers,  pasta
         sheeters,  tortellini and ravioli machines,  cutters,  and pasteurizing
         and  packaging  equipment.  Sauces,  which  are  marketed  in  separate
         containers  and  combination  packages,  are precooked in large batches
         pursuant to proprietary  recipes.  The Company packages its sauces in 7
         oz., 8 oz., 15 oz., 21 oz., and bulk containers for sale,  usually with
         clear-wrap to reveal its freshness.  Colorful logos are included on the
         package,  along with identifying and ingredient labels meeting all USDA
         and Government standards along with cooking  instructions.  Low fat and
         no  cholesterol  notations  are  clearly  indicated  on  the  Company's
         products with those features.  Since the Company's products are usually
         maintained for retail sale in "deli" areas of supermarkets, the Company
         seeks  distinctive  packaging  for its  products,  notwithstanding  the
         slightly higher costs.

         (2)      Domestic Gaming Activities

                  Until April 1995, Ba-Mak Gaming  International Inc. ("BGI"), a
         wholly-owned  subsidiary  of GRPV was active and involved in charitable
         gaming in Louisiana.  BGI recognized as gaming revenues the gross funds
         deposited in video bingo  machines.  However,  from  inception  through
         October  1994,  BGI was  unable  to  generate  any  operating  profits.
         Additionally,  the Company suffered  negative cash flows since assuming
         control  of BGI in April  1994.  On  October  28,  1994,  BGI filed for
         protection under Chapter 11 of the U.S.  Bankruptcy Code in the Eastern
         District of Louisiana.

                  On April 20, 1995, upon motion from the United States Trustee,
         an order  converting  the case to Chapter 7 was  issued.  The Chapter 7
         trustee  took  possession  of BGI's  assets  and at the close of fiscal
         1997, was in the process of liquidating  such assets for the benefit of
         BGI's bankruptcy  estate. All gaming operations at BGI ceased in fiscal
         1995 and the  Company  sold the  majority  of its equity and its voting
         control of GRPV in fiscal 1997 (see Item 6, Managements  Discussion and
         Analysis - GRPV).

         (3)      International Casino Gaming and Hotel Management Activities

                  In September  1993,  the Company  formed NuOI through which it
         intends  to  develop  its  international  gaming  and hotel  management
         operations.   The  Company  believes  that  international  leisure  and
         entertainment  opportunities offer much greater potential, and have far
         less competition than domestic market because of the "emerging  market"
         status  of  many  of the  host  countries.  The  Company's  goal  is to
         capitalize  on the  expected  growth in tourism  trade and the surge of
         entertainment  spending  worldwide,  and to take  advantage  of certain
         investment  opportunities  in emerging  markets  which appear to be the
         greatest  beneficiaries  of this  expected  growth.  As a result of the
         Company's   research   into  these   expected   emerging   leisure  and
         entertainment  markets, it has been soliciting and evaluating prospects
         in certain  markets in North Africa,  Asia, the Caribbean and the South
         Pacific.  In fiscal  1994 the  Company  acquired an interest in two (2)
         casinos in Macau. The interest in Macau was subsequently sold in fiscal
         1997.  Also in fiscal 1994 the Company  began  acquiring  interests  in
         casino and hotel projects in Tunisia.

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                                                         5

<PAGE>

                  Macau

                  In May 1995, the Company  purchased a 40% net profit  interest
         (the "Gaming  Interest")  in two casinos in Macau,  the Diamond  Casino
         (Holiday Inn) and the Harbor Island Diamond Casino (Hyatt Regency). The
         gaming  operations were conducted at these two facilities by Mr. Ng Man
         Sun ("Ng"),  doing  business as Dragon  Sight  International  Amusement
         (Macau) Company ("Dragon").

                  In December 1995, the Company  assigned the Gaming Interest to
         its wholly-owned subsidiary, NuOI. In August 1996, NuOI entered into an
         agreement  with Ng to exchange the Gaming  Interest for twenty  million
         (20,000,000) shares of the Company's common stock issued by the Company
         in the original purchase of the Gaming Interest.  On or about September
         30,  1996,  the subject  shares were  tendered to a third party  escrow
         agent  pending the closing of the  purchase of  replacement  properties
         which NuOI is  currently  negotiating  to  purchase  ("the  Replacement
         Property").

                  The Company  recognized  a write down of the book value of the
         Gaming  Interest  in fiscal  1996 to bring down the value of the shares
         held in escrow for the  purchase  of the  Replacement  Property  to the
         basis of the stock  originally  issued to Ng, which was $.50 a share or
         $10 million in  aggregate.  The book value of the  escrowed  shares has
         been  presented in the June 30, 1997  consolidated  balance  sheet in a
         position similar to treasury stock until NuOI completes the purchase of
         the Replacement Property.

                  Tunisia

                  In October 1993, the Company acquired a 70% equity interest in
         Cleopatra.  In  December  1995,  the Company  transferred  a 42% equity
         interest in Cleopatra along with other corporate assets, to acquire the
         Gaming  Interest.   In  December  1995,  the  Company  transferred  its
         remaining 28% interest in Cleopatra to NuOI.

                  Cleopatra  is the lessee of a 200,000  square  foot casino and
         Las  Vegas-style  showroom  (the "Cap Gammarth  Casino")  pursuant to a
         Casino Lease  Agreement  and  Operating  Management  Contract.  The Cap
         Gammarth  Casino is part of a large resort  development  located in the
         Cap Gammarth area of Tunisia approximately 6 miles north of the city of
         Tunis,  the country's  capital.  In conjunction  with such casino,  the
         developer  of the  resort  has also  built a  five-star  hotel (the "Le
         Palace  Hotel"),  a health and sports  center,  a beach club, a 54-unit
         shopping mall and 250 apartments,  all located within walking  distance
         to the Cap Gammarth Casino.

                  In October 1994, in a separate transaction,  Cleopatra entered
         into an  agreement  to lease  and  operate  a casino  and  French-style
         cabaret in Hammamet,  Tunisia  (the  "Hammamet  Casino").  The Hammamet
         Casino  was  completed  in the first half of  calendar  1997 and opened
         December 6, 1997.  Adjoining the Hammamet  Casino is a five-star  hotel
         and villa resort (the "Hammamet  Hotel") which was completed and opened
         in September  1996. The Hammamet Hotel is one of forty-five (45) hotels
         planned or currently under  construction in south Hammamet as part of a
         Tunisian government-sponsored expansion of the Hammamet resort area. If
         completed,  these  additional  hotels will  provide up to  thirty-eight
         thousand  (38,000)  additional  beds for the  Hammamet  area.  Both the
         Hammamet Casino and Hammamet Hotel are situated within walking distance

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                                                         6

<PAGE>

         of   three   operating   hotels,  two  of  which  were  also   recently
         completed, with approximately eighteen hundred (1,800) beds.

                  During  fiscal  1997,   NuOI   purchased  a  50%  interest  in
         Cleopatra's  World.  Cleopatra's  World is the  lessee of the Le Palace
         Hotel and surrounding shopping arcade,  health club and beach club (the
         "Cap Gammarth Resort").

                  During  fiscal  1997,  NuOI  entered  into an  agreement  with
         Cleopatra to provide Cleopatra  additional  working capital in exchange
         for additional equity of Cleopatra, increasing its total equity to 70%.
         At the  close  of  fiscal  1997  NuOI  held a 70%  equity  interest  in
         Cleopatra, and 50% of the equity interest in Cleopatra's World.

                  The  Company  financed  the  completion  and  opening  of  the
         Hammamet  Casino through the financing  agreement with Cedric (see Note
         13, "Subsequent Events" to the footnotes to the consolidated  financial
         statements  included  elsewhere  herein at Item  7.).  To  finance  the
         remaining  expenditures  on the Cap  Gammarth  Casino,  the  Company is
         negotiating  possible joint ventures between NuOasis  International and
         foreign   investment   groups,  and  attempting  early  collections  of
         receivables.

         (4)      Real Estate Activities

                  Effective  December 31, 1995,  the  Registrant  acquired  from
         Silver  Faith  Development  Limited  ("SFDL"),   an  affiliate  of  the
         Registrant   and  Mr.  Ng,  an  interest  in  three   buildings   under
         construction   located  in  a  large  master  planned   commercial  and
         residential  real  estate  development  located  in  Beijing,   Peoples
         Republic of China  ("PRC")  known as The Peony Garden  project  ("Peony
         Garden").  The  purchase  price of the  Registrant's  interest in Peony
         Garden was $21 million for which the Registrant issued an 8% Promissory
         Note in the principal  amount of $21 million (the "Peony Garden Note").
         The Peony Garden Note was non recourse and fully  collateralized by the
         interest acquired,  with the outstanding  principal balance convertible
         into the shares of the Registrant's  common stock. In January 1996, the
         Registrant  made a prepayment  of principal on the Peony Garden Note in
         the amount of $9.6 million.

                  In April 1996,  the  Registrant  requested a title  opinion on
         Peony Garden in  conjunction  with NuOasis  International's  efforts to
         receive financing on the property. Upon receipt of the title opinion in
         October 1996, the Registrant  learned that under PRC law, real property
         cannot  be  transferred  until  completion  of the  project.  Since the
         project was not  completed at June 30, 1996,  and the Peony Garden Note
         was non recourse other than against the Registrant's  interest in Peony
         Garden,  the Registrant has presented its investment in Peony Garden as
         a beneficial ownership interest in the real estate development.

                  On August 8, 1996,  the  Registrant  entered into an agreement
         with  The  Hartcourt   Companies,   Inc.   ("Hartcourt")  to  sell  the
         Registrant's   entire   interest  in  Peony  Garden  for  $22  million,
         consisting  of $10 million of Hartcourt  common stock and a $12 million
         Convertible  Promissory Note secured by the Peony Garden interest being
         sold (the  "Hartcourt  Note").  The sale closed on October 8, 1996 and,
         according  to  unaudited  information  received  from  Hartcourt,   the
         Registrant's  investment  in the Hartcourt  stock  represents an equity
         interest of approximately 43%.  Concurrent with the closing of the sale
         of the  Registrant's  interest in Peony Garden,  the Hartcourt Note was
         assigned  to SFDL in  exchange  for the Peony  Garden  Note (the  "Note
         Swap").

                                                      [NM\10-KSB\97:63097KSB]-21

                                                         7

<PAGE>

         No profit was recognized on the Note Swap or the transaction  since the
         difference  between the sales price and the Registrant's basis in Peony
         Garden represents approximately the amount of interest on the Note that
         would otherwise have been  capitalized  during the  construction of the
         Peony  Garden  project.  At June 30,  1996,  the  beneficial  ownership
         interest  in Peony  Garden was valued at the lower of the  Registrant's
         equity in Hartcourt on or about the closing date or its net  investment
         in the Peony Garden interest.  The Registrant's ultimate realization of
         value from the  investment in Hartcourt is dependent upon many factors,
         such as changes  in the  equity  value in  Hartcourt,  which  itself is
         dependent upon  uncertainties  surrounding  Peony Garden,  and upon the
         Registrant's ability to dispose of its investment at its current basis.
         The  Registrant  intends to exchange  its  remaining  Hartcourt  equity
         investment for other equity investments.

(d)      Marketing

         (1)      Food Manufacturing and Distribution

                  There  are  approximately  40,000  major  supermarkets  in the
         United  States  and  between  4,000 and 6,000 in market areas presently
         served  by  the  Company's  products.  The  Company cannot estimate its
         market share of fresh pasta sales.

                  Under  co-packing  agreements,   the  Company  contracts  with
         distributors to market its pasta products who are typically responsible
         for transporting, warehousing, advertising, distributing, promoting and
         brokering  FFI  produced  pastas and  sauces.  The  Company's  expenses
         related to managing  co-packing  accounts have been relatively nominal.
         Thus,  the primary  costs are  limited to  production,  packaging,  and
         returns, which are subject to more accurate budgeting and control.

                  Sales  of the  Company's  products  are  made  through  direct
         marketing  by food  brokers  and  Company's  personnel  with a focus on
         supermarket  chains  and  other  retailers.  Typically,  the  Company's
         products are  delivered  to  distribution  centers of such  supermarket
         chains for subse quent re-delivery through the supermarket subsystem as
         demand  dictates.   The  Company  also  markets  its  products  through
         distributors  under short term "spot sale"  arrangements  terminable on
         short  notice.  Food brokers  utilized by the Company  usually  receive
         commissions  based  on  net  sales,  while  distributors  purchase  the
         Company's  products for their own account.  The Company has not granted
         exclusive area distribution rights with respect to any of its products.

                  The  Company's  strategy  is to continue to develop the market
         for its "Nona  Morelli's"  and "Pasta  Fresca" brand name products on a
         nationwide  and  regional  basis,  as  well  as  to  pursue  additional
         co-packing  agreements  and  relationships.  The Company's  brand sales
         represented 45% and 40% of food sales revenues for the years ended June
         30,  1997  and  1996,  respectively.   The  Company  expects  that  its
         co-packing agreements with other customers will continue to represent a
         significant  portion of its food  business as the  Company  enters into
         additional co-packing agreements, and that direct sales of its products
         to stores will increase as a percentage of total sales.

         (2)      Domestic Gaming

                  The Company  discontinued  its domestic  gaming  activities in
         fiscal  1995 and has not  utilized  or relied  upon any  marketing  for
         domestic gaming activities in fiscal 1996 or 1997.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                         8

<PAGE>

         (3)      International Casino Gaming and Hotel Management

                  The Company sold the Gaming  Interest in Macau  effective  the
         end of fiscal 1996.  The Company's  current  activities  are located in
         Tunisia.

                  The Company's  marketing strategy in Tunisia is to target past
         and repeat middle-market,  value-oriented visitors to its facilities by
         systematic  marketing programs directed to the individual  visitors and
         to the tour  operators  who have  historically  promoted and booked the
         tours to the  respective  areas in the past.  The Company  uses general
         marketing  approaches to attract first time customers to its casinos by
         advertising  its slot player club program,  popular  entertainment  and
         other  promotions.  Once  customers  enter the Company's  casinos,  the
         Company  attempts to capture  the name and  playing  level of each slot
         machine and table game  player.  The Company uses this  information  to
         follow  up  promotions.   The  Company   believes  that  utilizing  the
         "Cleopatra" name in the  Mediterranean  area, and the proposed "NuOasis
         Resorts"  theme in other areas,  combined  with  personalized  database
         driven marketing programs,  will create a strong brand image synonymous
         with quality casino gaming and hotel facilities, service and food.

                  The Company is currently working with the Tunisian  government
         and  local  organizations  with  the  goal of  promoting  the  areas to
         increase the number of tourists.

                  As the markets  surrounding  the Company's  current and future
         hotel and casino  facilities  continue to mature,  it intends to expand
         its  focus to  encompass  the  surrounding  tourist  markets  and other
         markets in the region.  The Company utilizes and continuously  monitors
         the effectiveness of direct mail, television  advertising,  newspapers,
         billboards and tourist magazine  advertising  placed in the surrounding
         areas to increase the  visibility  of the Company's  facilities  and to
         promote  the image that these  facilities  are part of the  history and
         romance of the region of the past.  Management believes that the advent
         of Las  Vegas-style  casino  gaming  in  the  Mediterranean  area  will
         increase the current length of a tourist's stay as well as increase the
         number of tourists into its market areas.

(e)      Raw Materials

         The Company's  domestic food  manufacturing  and  distribution  segment
requires raw materials which are readily  available such as flour,  tomatoes and
domestically-grown  spices.  The  Company  has not  experienced  any  difficulty
obtaining any raw  materials  for its domestic  food  operations in the past and
does not anticipate any supply problems in the future.

         The Company's international casino gaming and hotel management, and its
proposed  real  estate   acquisition   and  development   activities,   are  not
manufacturing-based businesses and therefore do not rely on raw materials.

(f)      Patents, Trademarks and Licenses

         Although the  Company's  formulas and recipes are not subject to patent
protection,  it considers these proprietary and uses confidentiality  agreements
as appropriate  in an attempt to protect such formulas and recipes.  The Company
has received a trademark  for "Nona  Morelli"  from the United States Patent and
Trademark Office, which it uses on some of its products.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                         9

<PAGE>

         The Company's proposed  international  gaming activities do not require
patents or  trademarks,  and the  Company  does not intend to rely on patents or
trademarks.  The  operations  of the  proposed  gaming  casinos and resort hotel
properties  will depend on and be subject to gaming  licenses  and permits  from
their  respective  jurisdictions.  With respect to the current casino gaming and
hotel operations of Cleopatra and Cleopatra's  World in Tunisia,  the respective
permits  and  gaming   licenses  are  issued   jointly  to  Cleopatra   and  the
owner/operators  of the hotel  complexes,  of which the casinos are a part. With
respect to the Company's Gaming Interest in Macau,  which was sold subsequent to
the close of fiscal 1996,  neither  Dragon nor the Company  relied on patents or
trademarks.

(g)      Seasonality

         The Company's  food  manufacturing  and  development-stage  real estate
industry segment activities are not seasonal in nature.

         The  Company's   international   casino  gaming  and  hotel  management
activities  are seasonal and are strongly  affected by weather and other factors
that  influence  the tourist  trade in Tunisia.  Higher  revenues are  typically
realized  from the  Company's  current  operations  in  Tunisia  during the late
spring, summer and early fall months. Additionally, due to their location on the
southern  Mediterranean  coast,  tourist traffic at the Cap Hammamet Casino, the
Cap Gammarth  Casino and the Cap  Gammarth  Resort can be  especially  adversely
affected by severe weather.

(h)      Customer Dependence

         For the year ended June 30, 1997, the Company had five major customers,
all  distributors,  each of which  accounted  for more than 10% of the Company's
sales with  respect to its food  manufacturing  and  distribution  segment.  The
Company's  domestic  gaming,  international  casino gaming and hotel  management
activities  were in the  development  stage or discontinued at June 30, 1997 and
not subject to customer  dependence.  The  Company's  Gaming  Interest  was sold
effective the close of fiscal 1996; its two Tunisian  gaming  segments  remained
under  development  at the close of fiscal 1997. The Company's  domestic  gaming
activities were  non-operational  following BGI's  liquidation in April 1995 and
the Company sold its voting control of GRPV in fiscal 1997.

(i)      Backlog of Orders

         The  Company's  food manufacturing and distribution subsidiary, at June
30,  1997,  had  a  backlog  for  orders of approximately $15,000 as compared to
approximately  $32,000  at  June  30,  1996.   This  reflects  production  on an
as-ordered basis.

         The  Company's   domestic  gaming,   international   gaming  and  hotel
management,  and  real  estate  subsidiaries  were  not  subject  to the type of
business activities which would give rise to "orders."

(j)      Government Contracts

         None of the Company's  industry  segment  activities were involved with
material government contracts in fiscal 1997 or fiscal 1996.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        10

<PAGE>

(k)      Competition

         (1)      Food Manufacturing and Distribution

                  Although the Company has no market data  compiled on the fresh
         pasta  industry,  management  believes  that  Contadina,  a division of
         Carnation  Foods, is the fresh pasta industry leader  accounting for in
         excess of 50% of  nationally  fresh pasta  sales.  However,  in certain
         states in which the Company  operates,  management  believes  Contadina
         controls  less than 50% of this  market in the  aggregate.  Other major
         retail  competitors  are Tyson  Foods  under the trade name  Mallard's,
         Pasta Pasta,  Trios,  Pasta  Perfecta,  DiGiorno,  Romance and Monterey
         Pasta Company.

                  Competitive  factors in the industry  include  product quality
         and  taste,  freshness,   healthfulness,  brand  name  awareness  among
         consumers,  advertising and promotion, supermarket shelf space, product
         shelf life,  package  design,  price and  reputation  among  consumers.
         Competition  is severe in each  area,  and  industry  leaders,  such as
         Contadina, are extremely strong in most competitive areas.

                  Management  believes  the  Company  may  be in a  position  to
         establish  a  niche  in  the  food  manufacturing   industry  with  its
         co-packing  agreements  and  speciality  products  in the Food  Service
         areas,  which are becoming a significant  portion of its business.  The
         Company  expects  Contadina  to continue to be a major force due to its
         vast  resources,  name  recognition,  and  good  reputation.   Although
         management  believes  the  Company can compete on the basis of quality,
         price, and reli ability of delivery,  the marketing of food products is
         subject to changeable  consumer tastes and habits and thus, there is no
         assurance the Company can maintain or improve its market position.

         (2)      Domestic Gaming Activities

                  At the present  time,  the Company  does not have any domestic
         gaming  activities  and does not  intend to enter the  domestic  gaming
         market in the near future.

         (3)      International Gaming and Hotel Management Activities

                  The Company, directly and through NuOI and Cleopatra, competes
         with other gaming  companies for  opportunities to manage casino gaming
         and  hotel  management  activities  in  emerging  international  gaming
         jurisdictions.  The  Company  expects  many  competitors  to enter  new
         international  jurisdictions  that authorize  gaming,  some of whom may
         have more  personnel  and greater  financial and other  resources  than
         NuOI, Cleopatra, Cleopatra's World or the Company. Further expansion of
         international  legalized  gaming in the  markets  where the  Company is
         active or  proposes  to become  active  could  also  significantly  and
         adversely  affect its proposed gaming  activities.  In particular,  the
         expansion  of casino  gaming in or near any  geographic  area where the
         Company  is  active,  or in  pursuit  of a gaming  license or rights to
         manage casino gaming activities, may diminish or otherwise detract from
         the activities of the Company or its subsidiaries.

                  The Company  believes  that its gaming  markets are  extremely
         competitive  and expects  them to become even more  competitive  as the
         number of gaming and other entertainment establishments increases. Such
         competition is growing in the Mediterranean market and the Company also
         competes  with gaming  facilities  worldwide.  It is also possible that
         
                                                     [NM\10-KSB\97:63097KSB]-21

                                                        11

<PAGE>

         substantial  competition   could   cause  the  supply of casino  gaming
         facilities  to exceed  the  demand  for  casino  gaming.  Additionally,
         many  of  the Company's  competitors  have more casino  gaming industry
         experience, larger   operations  or  significantly   greater  financial
         and  other  resources  than  the  Company.  Given  these  factors it is
         possible  that substantial  competition  could have a material  adverse
         effect on the Company's future results of operations.

         (4)      Real Estate Activities

                  Domestic Properties

                  As of the date of this  Report,  NuOP does not hold any direct
         domestic real estate assets;  therefore,  competition is insignificant.
         And,  during  fiscal  1996  and  1997,  the  Company  did not  have any
         operating  activities with respect to domestic real estate acquisitions
         and development.

                  International Properties

                  International   real  estate   related   investments  to  date
         consisted of Peony  Garden,  which was sold  subsequent to the close of
         fiscal 1996 and,  therefore,  competition as it relates to Peony Garden
         is not applicable.

(l)      Research and Development

                  As part of the Company's domestic food manufacturing  process,
the Company enhances existing products and develops new products on a continuous
basis.   The   Company   did  not  have  any  direct   costs   associated   with
customer-sponsored  research and development activities.  As to its real estate,
casino gaming and hotel management  activities,  it does not have a research and
development department or budget. Market research is conducted on the subsidiary
level as to each particular property or project.

(m)      Government Regulation

         (1)      Food Manufacturing and Distribution

                  The  Company is  regulated  by the Los Angeles  County  Health
         Department  and the United  States  Food and Drug  Administration.  The
         Company is subject to various  regulations with respect to cleanliness,
         maintenance of food production  equipment,  storage cooling and cooking
         temperatures,  food  handling  and  storage,  and is subject to on-site
         inspections.  The  finding  of a  failure  to  comply  with one or more
         regulatory  requirements  could  result  in  a  variety  of  sanctions,
         including fines and the withdrawal of the Company's products from store
         shelves.

         (2)      Domestic Gaming Activities

                  At the present  time,  the Company  does not have any domestic
gaming activities.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        12

<PAGE>

         (3)      International Casino Gaming and Hotel Management Activities

                  The  Company's  operations  are  generally  dependant  on  the
         continued  licenseability,  qualification and operations of the Company
         and its subsidiaries and/or that hold the licenses in the jurisdictions
         where it conducts or  proposes to conduct  gaming and hotel  management
         activities.  Generally,  such  operations are reviewed  periodically by
         local, state and/or federal governmental authorities.  In addition, the
         Company's directors and many of the employees of casinos and hotels are
         often required to be approved. The failure of the Company or any of its
         key personnel to obtain or retain a license or a permit in a particular
         jurisdiction  could have a  material  adverse  effect on the  Company's
         ability to continue its current  casino gaming and/or hotel  management
         operations,  or to  obtain  or  retain  licenses  or  permits  in other
         jurisdictions. In addition, any regulations adopted by the local, state
         and/or  federal  governmental  authorities,  the  legislatures  or  any
         governmental authority in jurisdictions in which the Company intends to
         have casino gaming and/or hotel management  operations,  may materially
         adversely affect its operations.

                  Macau

                  The  Gaming  Interest  during  the  Company's   ownership  was
         operated by Dragon who was a sub-licensee under a 40-year master gaming
         permit granted in 1961 by the government of Portugal to STDM.  Pursuant
         to this arrangement with STDM,  Dragon owned interest in seven casinos,
         two of which it operated. The arrangement between STDM and Dragon is an
         oral  agreement and the master gaming permit  granted to STDM is due to
         expire in the year 2001 if not renewed or  terminated  in 1999 upon the
         return  of Macau to the PRC.  Since  the  Gaming  Interest  was sold in
         August 1996, the Company is no longer affected by the PRC or Portuguese
         governmental regulations.

                  Tunisia

                  The  Company's  only  international  casino  gaming  and hotel
         management  investments  at the close of fiscal  1997 were in  Tunisia,
         North Africa.  Under Tunisian law, casino gaming is closely  supervised
         and monitored through the use of on-site government representatives and
         strict  published  operating  procedures.  The process  through which a
         company  obtains a license  to  conduct  casino  gaming in  Tunisia  is
         similar to that of many of the  various  states in the U.S.  which have
         recently  adopted  legalized  gaming  statutes,   involving  background
         checks,   personal  interviews  and  the  discretionary  right  of  the
         government  body  overseeing  gaming  activities  to deny or withdraw a
         license to any applicant.

                  The Tunisian government has approved the Company's  management
         for gaming licenses at the Cap Gammarth Casino and Hammamet Casino.

         (4)      Real Estate Activities

                  International Properties

                  Peony  Garden was sold in October  1996 and, as a result,  the
         Company is no longer effected by PRC government regulations.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        13

<PAGE>

                  Domestic Properties

                  At the present  time,  the Company  does not have any domestic
real estate activities.

(n)      Compliance With Environmental Laws

         Compliance  with  United  States  federal,  state and local  provisions
regulating the discharge of materials into the environment or otherwise relating
to the  protection  of the  environment  has no  material  effect on the capital
expenditures,  earnings and competitive position and operations of the Company's
food manufacturing, international casino gaming and hotel management activities.

         The Company's  food operation has no material  effect on  environmental
laws.  Pasteurization  of products  and cooking of  ingredients  are of no major
concern to environmental requirements.

(o)      Employees

         (1)      Corporate Officers and  Officers of Significant Subsidiaries

                  Corporate officers of the Company and significant subsidiaries
         who rendered  services  during  fiscal 1997  pursuant to  employment or
         consulting agreements are as follows:


Name                               Office
----------------------------       --------------------------------------------
Fred G. Luke (Employee)            Chief Executive Officer of NRI; and former
                                        President of GRPV
Steven Dong (Consultant)           Former Chief Financial Officer of NRI & GRPV
John D. Desbrow (Consultant)       Former Corporate Secretary of NRI & GRPV
Jon L. Lawver (Consultant)         President of Fantastic Foods International
Albert Rapuano (Consultant)        President of NuOasis International

         (2)      Food Manufacturing and Distribution

                  At the close of fiscal 1997 FFI,  the food  manufacturing  and
         distribution  subsidiary,  had 3  employees  engaged in  administrative
         activities,  17 employees engaged in production and 2 employees engaged
         in sales.  The number of production  employees  varies  depending  upon
         demand for product and FFI's production  procedures.  The range for the
         two years ending June 30, 1997 was a low of 15 employees  and a high of
         33 employees.  Production  employees  are generally  paid an average of
         approximately $7.00 per hour and FFI has not experienced  difficulty in
         obtaining  sufficient  labor.  None of FFI's employees are covered by a
         collective  bargaining  agreement,  and it  believes  it has very  good
         employee relations.

         (3)      Domestic Gaming Activities

                  The Company's former subsidiary,  GRPV and its subsidiary, BGI
         (through  April 20,  1995,  the date BGI was  converted  into Chapter 7
         liquidation)  employed 4 full-time employees and 10 part-time employees
         during  fiscal  1995,  and none in fiscal  1996 and  fiscal  1997.  All

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        14

<PAGE>

         employees  were  located  in Louisiana. Since BGI's bankruptcy case was
         converted  to  a  Chapter 7 proceeding, GRPV ceased employing personnel
         at BGI.

         (4)      International Casino Gaming and Hotel Management Activities

                  Macau

                  The Gaming Interest acquired by the Company consisted of a 40%
         net profits interest in two Macau casinos;  the Company did not acquire
         any rights to manage or otherwise  participate in the daily  operations
         of such casinos and, accordingly,  the Company had no employees engaged
         in the  operations of the two Macau  casinos.  The Gaming  Interest was
         sold in August 1996.

                  Tunisia

                  The  Company's   international   subsidiary,   NuOI,   has  no
         employees;  Cleopatra  had 2  employees  as of June  30,  1997,  as its
         proposed  activities  at the close of  fiscal  1997  were  still  under
         development.

         (5)      Real Estate Activities

                  International Properties

                  Since Peony Garden was sold in October  1996,  the Company has
         no employees relating to Peony Garden as of June 30, 1997.

                  Domestic Properties

                  The  Company's  real  estate   acquisition   and   development
         subsidiary, NuOP, has no employees as of June 30, 1997.

(p)      Forward Looking Statements

         The  statements  contained  herein include  forward-looking  statements
based on management's  current expectations of the Company's future performance.
Predictions  relating to future performance are inherently uncertain and subject
to a number of risks.  Consequently,  the Company's  actual results could differ
materially from the  expectations  expressed in this Report.  Factors that could
cause the  Company's  actual  results  to differ  materially  from the  expected
results include,  among other things:  increases in the number and the intensely
competitive  nature of competitors in the markets in which the Company operates;
the  seasonality of the hotel and casino gaming  industry in certain  markets in
which the  Company  operates;  the  susceptibility  of the  Company's  operating
results to adverse weather conditions and natural disasters; the availability of
sufficient  capital to finance the Company's business plan on terms satisfactory
to the Company;  the risk that  jurisdictions  in which the Company  proposes to
operate hotels or casinos rescind or fail to enact legislation permitting casino
gaming  or do  not  enact  such  legislation  in a  timely  manner;  changes  in
governmental  regulations governing the Company's activities;  changes in labor,
equipment  and  capital  costs;   the  ability  of  the  Company  to  consummate
contemplated  joint  ventures  and  acquisitions  on terms  satisfactory  to the
Company, and to obtain necessary regulatory approvals therefor;  and other risks
detailed in the Company's  filings with the Securities  and Exchange  Commission
("SEC").

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        15

<PAGE>

         Additionally,  all statements  contained herein that are not historical
facts,  including but not limited to statements  regarding the Company's current
business  strategy,  the Company's  prospective joint ventures,  asset sales and
expansions of existing projects,  and the Company's plans for future development
and  operations,  are based upon  current  expectations.  In  addition  to being
forward-looking  in  nature,  these  statements  involve  a number  of risks and
uncertainties.  Generally,  the words  "anticipates,"  "believes,"  "estimates,"
"expects,"  and  similar  expressions  as they  relate  to the  Company  and its
management  are  intended to identify  forward-looking  statements.  The Company
wishes  to  caution   readers   not  to  place   undue   reliance  on  any  such
forward-looking  statements,  which  statements are made pursuant to the Private
Litigation Reform Act of 1995 and, as such, speak only as of the date made.


ITEM 2.           DESCRIPTION OF PROPERTY.

(a)      Food   Manufacturing  and  Distribution   Facilities     and  Corporate
         Headquarters

         Through  September  1993, the Company  conducted its activities  from a
26,000 square foot plant in Pueblo,  Colorado (the "Pueblo  Plant").  The Pueblo
Plant was  purchased by the Company in 1990 and included 3.2 acres of land.  The
facility was formerly used by a beverage distributor and contained 11,000 square
feet of refrigerated space and 5,000 square feet of office space.

         In  fiscal  1994,  the  Company   relocated  its  pasta   manufacturing
activities  to  Southern  California  as part of the Pasta  Fresca  Company  and
Italfin  acquisitions.  The Pueblo  Plant was  assigned  to FFI in fiscal  1995.
Beginning  in fiscal  1996,  FFI  leased  the  Pueblo  Plant to an  ethnic  food
manufacturer  under a month-to-month  lease agreement  calling for the lessee to
pay  $4,000 per month in  advance  and  satisfy  certain  maintenance  and other
operating  costs  associated  with the facility.  During fiscal 1997, the lessee
exercised its option to buy the facility for $450,000.

         FFI  currently  leases   approximately   10,000  square  feet  of  food
manufacturing  space in  Irwindale,  California.  It also  owns two  trucks  for
transportation  of its products,  various equipment for the manufacture of pasta
and sauces,  three large  refrigeration  units for  certain  raw  materials  and
finished products and two freezers for finished frozen products. FFI completed a
remodeling  of its  Irwindale  plant,  adding a kitchen  along with a Research &
Development unit; meeting all USDA requirements.

         The Company currently subleases its principal offices at 4695 MacArthur
Court,  Suite 530, Newport Beach,  California  92660,  from an affiliate,  NuVen
Advisors,  Inc. ("NuVen"), on a month-to-month basis as part of the Advisory and
Management  Agreement with NuVen. The Company believes that these facilities and
its southern California  manufacturing  facilities are suitable and adequate for
its present needs.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        16

<PAGE>

(b)      Domestic Gaming Facilities

         Prior to April 1995,  the Company,  through BGI,  provided  video bingo
gaming devices to five (5) charitable bingo halls in southern Louisiana.  During
this time, BGI leased approximately 1,000 square feet of industrial/office space
in the New Orleans area from where it supervised the related  gaming  activities
and where it maintained the gaming devices. All of BGI's property,  however, was
subject to its Chapter 7 bankruptcy proceedings and, as a result, BGI maintained
no facilities at June 30, 1997. At the close of fiscal 1997, the Company did not
own any domestic gaming,  real property interests or personal property,  nor did
it have any domestic gaming activities subject to lease obligations.

(c)      International Casino Gaming and Hotel Management Facilities

         Macau

         The  Company  acquired  the  Gaming  Interest,  representing  a 40% net
profits  interest in two Macau casinos in fiscal 1995.  The Gaming  Interest was
sold in fiscal  1997.  While  owning the Gaming  Interest,  the  Company did not
exercise control over the operations of the casinos or acquire any fixed assets.
Accordingly,  the Company does not have any facilities or fixed assets  recorded
with respect to the two Macau casinos.

         Tunisia

         At June 30,  1996,  Cleopatra  was a lessee  under two casino lease and
management  operating  contracts related to the proposed Cap Gammarth Casino and
Hammamet Casino in Tunisia.  Cleopatra's  World was a lessee pursuant to a hotel
Lease Agreement with Societe  Touristique  Tunisie Golfe ("STTG") dated November
10,  1995  (the  "Resort  Lease").  Due to their  position  as  lessees,  and as
subsidiaries of NuOI, the Company did not own any real or personal  property nor
was it subject to any leasehold or other contingent  obligations with respect to
the Tunisian activities at the close of fiscal 1997.

(d)      Real Estate Activities

         International Properties

         The Company did not have any  international  real estate  operations at
June 30, 1997, or as of the date of this Report.

         Domestic Properties

         The Company did not have any domestic  real estate  operations  at June
30, 1997, or as of the date of this Report.


ITEM 3.           LEGAL PROCEEDINGS.

         The  Company  settled,   or  had  agreements  to  settle  all  material
litigation where it was a defendant at the close of fiscal 1997, and knows of no
material  threatened legal  proceedings,  other than ordinary routine litigation
incidental to its business.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        17

<PAGE>

         As a plaintiff,  the Company has one pending lawsuit against the owners
and certain  shareholders of the management company operating the Star Casino in
Cripple Creek, Colorado (the "Star Litigation").

         The Star Litigation  resulted from a complaint filed by the Company, as
Plaintiff,  against Star Casinos Inc. ("Star") and various individual defendants
to recover  approximately  $400,000 invested by the Company in fiscal 1993. Star
filed for relief under Chapter 11 of the United States Bankruptcy Code on May 3,
1996, at Case No.  96-15362 dec. As a result,  the parties were  precluded  from
proceeding  with the trial of this case on  November  4, 1996,  pursuant  to the
automatic stay under 11 U.S.C. Section 362(a)(1).

         On March 18,  1997,  the  Bankruptcy  Court Judge,  Donald E.  Cordova,
entered an Order  granting  the  Trustee's  motion to  convert  this case from a
Chapter 11 to a Chapter 7. Star's Chapter 7 Bankruptcy is still pending.  Hence,
the Company is still precluded from proceeding against Star under 11 U.S.C.
Section 362(a)(1).

         The Company is awaiting the  resolution of Star`s  Chapter 7 Bankruptcy
before it decides how best to proceed.


ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.

         The Company  did not submit any  matters to a vote of security  holders
during fiscal 1997 or 1996. In January 1998, following the close of fiscal 1997,
the  Company  held a Special  Meeting  of  Shareholders,  at which  meeting  the
following actions were taken by its shareholders:

         (i)      Jon L. Lawver was elected to serve as a director.

         (ii)     The  Company  was  re-incorporated  in  the  state  of  Nevada
                  pursuant to a  statutory  merger with  NuOasis  Resorts  Inc.,
                  effectively  changing the Company's  name to "NuOasis  Resorts
                  Inc."



                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS.

(a)      Market Information

         Through August 16, 1995,  the Company's  common stock was traded on the
NASDAQ Small CapSM System under the symbol  "NONA." From August 16, 1995 through
January 19, 1998, the Company's  shares traded on the Electronic  Bulletin Board
under the Symbol "NONA".  Effective  January 19, 1998 the Company's shares trade
on the Electronic Bulletin Board under the symbol "NUOA".

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        18

<PAGE>

         The range of high and low "bid"  quotations  for the  Company's  common
stock for the last two fiscal years as reported by NASDAQ or OTC Bulletin  Board
are  provided  below.   These   over-the-counter   market   quotations   reflect
inter-dealer  prices without retail markup,  markdown or commissions and may not
necessarily represent actual transactions.


                                                    Bid Price of Common Stock
                                               -------------------------------
          Fiscal 1997                                 High                 Low
------------------------------                 ------------------ ------------
Quarter ended 06/30/97                                $.41                $.16
Quarter ended 03/31/97                                $.72                $.19
Quarter ended 12/31/96                                $.84                $.24
Quarter ended 09/30/96                               $1.25                $.69

          Fiscal 1996                                 High                 Low
------------------------------                 ------------------ ------------
Quarter ended 06/30/96                               $2.28                $1.03
Quarter ended 03/31/96                               $1.81                $.78
Quarter ended 12/31/95                               $2.25                $.75
Quarter ended 09/30/95                               $2.78                $1.46

(b)       Holders

          The  approximate  number of  holders of record of each class of equity
securities of the Company as of December 31, 1997, was as follows:


                                        Approximate
                                        Number of
            Title of Class              Record Holders
----------------------------            --------------
Common Stock, $.01 par value                2,015
Series D Preferred Stock,
  $.01 par value                              1

          This  approximate  number of record  holders of common  stock does not
include an unknown  number of beneficial  holders whose shares are registered in
"street name."

(c)       Dividends

          The Company has not paid any cash dividends with respect to its common
stock or preferred  stock since its  inception.  During  fiscal 1995 the Company
declared and paid a property  dividend to holders of its common stock consisting
of certain investment  securities  comprised of approximately 1.5 million shares
of common  stock of GRPV.  No cash or property  dividends  were paid or declared
during fiscal 1996 or fiscal 1997.  As of the date of this Report,  the Board of
Directors of the Company have not approved a dividend distribution policy. There
are no contractual  restrictions  on the Company's  present or future ability to
pay dividends.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        19

<PAGE>

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS

(a)       Significant Events During the Year Ended June 30, 1997.

          Gaming Interest

          In December 1995 the Company  transferred  the Gaming  Interest to its
wholly-owned  subsidiary,  NuOI. On August 5, 1996, effective July 1, 1996, NuOI
entered  into an  agreement  with Ng to sell the  Gaming  Interest.  On or about
September 30, 1996,  20,000,000  shares of the  Company's  common stock (the "Ng
Shares")  were  tendered by Ng to a third party escrow agent pending the closing
of the  purchase of  replacement  assets or  properties  which NuOI is currently
negotiating to purchase ("the Replacement Property").

          The  gaming  revenues  for the six  months  ended  June 30,  1996 were
classified as Due From Affiliate in the amount of approximately $3.9 million and
were subsequently  collected.  Approximately $3.2 million of the $3.9 million in
Gaming  Interest  revenues  received  was used by the  Company  to retire the $3
million  promissory  note  issued  as  part  of the  original  purchase  of such
investment.

          The Company  recognized a $6.6  million  write down on the sale of the
Gaming  Interest,  at June 30,  1996,  to bring the value of the shares  held in
escrow for the  purchase of the  Replacement  Property to the basis of the stock
originally issued to Ng, which was $.50 a share or $10 million in aggregate. The
book value of the escrowed shares is presented in a position similar to treasury
stock at June 30,  1997,  and  until  such  time as the  Company  completes  the
intended purchase of the Replacement Property.

          Peony Garden

          In August 1996,  through NuOI,  the Company  entered into an agreement
with The Hartcourt Companies,  Inc. ("Hartcourt") to sell its entire interest in
Peony Garden for $22  million,  consisting  of $10 million of  Hartcourt  common
stock (the  "Hartcourt  Shares") and a $12 million  Convertible  Promissory Note
secured  by the  Peony  Garden  interest  being  sold  (the  "Hartcourt  Note").
Concurrent  with the closing of the sale of the  interest in Peony  Garden,  the
Hartcourt  Note was assigned to the original  seller of the property in exchange
for the Peony Garden Note (the "Note  Swap").  At the close of fiscal 1996,  the
beneficial ownership interest in Peony Garden of $9.6 million was reduced to the
value of the  Company's  equity in  Hartcourt  on or about the  closing  date of
approximately  $7 million,  resulting in a $2.6 million write down during fiscal
1996.

          Cleopatra

          In July 1996,  Cleopatra  signed two  letters of intent with a company
owning a hotel and  casino  project  in  Monastir,  Tunisia,  pursuant  to which
Cleopatra  (or its  affiliate,  Cleopatra's  World),  would lease and manage the
hotel ("Monastir Hotel"), and provide Las Vegas casino gaming management for the
proposed casino (the "Monastir Casino").

          Also in July 1996,  the Company  entered  into  negotiations  with the
owners of a newly built hotel and casino facility in the southern Caribbean area
to form a joint  venture  between  NuOI and the owners of such  project  for the
purpose of  completing  the  construction  and  managing the  operations  of the
complex.  At the close of fiscal 1997 there have been no  definitive  agreements
executed.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        20

<PAGE>

          In September  1996, the Company entered into an agreement in principle
with a European hotel company pursuant to which the parties plan to form a joint
venture.  In exchange for a 50% interest in the new joint venture,  the European
hotel  operator was to provide the new joint venture with up to $13.5 million in
working capital, and the Company (through NuOI) was to contribute or cause to be
transferred  its interest in the entities which hold the rights to manage the Le
Palace  Hotel,  the Cap Gammarth  Casino,  the Hammamet  Casino and the Monastir
Casino.

          In  October   1996,   the  Company  and   Cleopatra   entered  into  a
reorganization  agreement  ("Restructuring   Agreement")  with  Cleopatra  which
resulted  in NuOI  issuing  $13.5  million in  additional  working  capital  for
Cleopatra.  The additional working capital consisted of secured promissory notes
(the "Cleopatra Notes") which were later canceled in exchange for certain of the
Hartcourt Shares (see below). This transaction  increased NuOI's equity interest
in Cleopatra from 28% to 70%.

          Also, in October 1996,  NuOI entered into  negotiations to purchase an
interest  in the  corporate  entity  which  owns the Cap  Gammarth  Casino  real
property and  improvements.  Additionally,  following  the  recapitalization  of
Cleopatra, NuOI purchased a 50% interest in Cleopatra World.

          On  January  27,  1997,   the  Company  and   Cleopatra   amended  the
Restructuring  Agreement (the "Amendment") in an effort to stage the development
and limit the initial scale of the JV with the European  Partner.  The Amendment
canceled $2 million of the $13.5 million Cleopatra Note and in consideration for
the 2.7 million Hartcourt shares  transferred to Cleopatra in December 1996, the
remaining $11.5 million Cleopatra Note. Pursuant to the Amendment and in lieu of
NuOI receiving 70% of the outstanding stock of the three Cleopatra  subsidiaries
as  originally  envisioned  by the  agreement,  Cleopatra  agreed to  repurchase
certain  of its  outstanding  shares and to issue  additional  shares to NuOI as
necessary to bring its equity  ownership  of  Cleopatra  Palace up to 70%. As of
March 31, 1997,  NuOI's interest in Cleopatra was 49%, with control of the Board
of  Directors  of  Cleopatra   Palace   remaining  with  the  other  51%  equity
shareholders.  On June 15, 1997, the  recapitalization  was completed and NuOI's
equity  ownership  increased to 70%. As such,  Cleopatra  Palace is consolidated
with NuOI at June 30, 1997.

          Fantastic Foods

          During  fiscal  1996,  the Company  remodeled  and  improved  its food
processing  equipment  in its  California  locations  and  leased  its  Colorado
facility held for sale ("Pueblo Building"). In connection therewith, the Company
reevaluated  the use and value of its  older  equipment  and  wrote off  certain
impaired  equipment with a net book value of $1,073,303  which has been recorded
as Other Valuation Expense during fiscal 1996.

          In February  1997 the Company  received  notice that the lessor of the
Pueblo  Building  intended to exercise its option to purchase the  property.  On
February  26,  1997,  the sale of the Pueblo  Building  closed  and the  Company
received a total  consideration of $450,000.  As part of the total consideration
received,  the Company's  mortgage debt in the principle  amount of $215,392 was
fully satisfied,  the Company  received cash in the amount of $148,820,  and the
Company received a note receivable in the amount of $50,000, bearing 8% interest
per annum, and secured by the Pueblo Building.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        21

<PAGE>

          GRPV

          In December 1995,  GRPV, as a subsidiary of the Company,  entered into
an agreement  with the  shareholders  of National Pools  Corporation  ("NPC") to
acquire all of the issued and outstanding shares of NPC.

          In June  1996,  the  Company,  then the  controlling  parent  of GRPV,
granted an option (the "GRPV  Option") to Mr. Joseph  Monterosso  ("Monterosso),
the new President of GRPV, to acquire  250,000 shares of GRPV Series B Preferred
stock  (the  "GRPV  B  Shares")  owned  by the  Company.  The  GRPV  Option  was
exercisable at a price of $13.00 per share.

          In December  1996,  GRPV closed on the  purchase of NPC,  making NPC a
wholly-owned  subsidiary of GRPV.  In June 1997,  following the GRPV purchase of
NPC, Monterosso  exercised the GRPV Option to purchase 128,041 GRPV B Shares, at
$13.00  per  share,  by payment  to the  Company  of  approximately  $1,665,000.
Additionally,  in June 1997, GRPV sold CMA and its subsidiaries,  NuLV and NuLA,
to the Company for $1,140,000 in cash,  notes  receivable from GRPV  aggregating
$245,836,  and a credit against the Company's  intercompany account with GRPV of
$95,000.

          In August 1997,  but effective  June 1996, the GRPV Option was amended
(the "Amended  Option")  canceling  the right to acquire  100,000 of the 121,959
remaining GRPV B Shares and  increasing  the exercise price for the balance,  or
21,959  shares,  from  $13.00  per  share  to  $72.20  per  share.  The  Company
subsequently  converted  the  100,000  shares of GRPV B Shares  into 7.8 million
shares of GRPV  common  stock.  In  September  1997,  but  effective  June 1997,
Monterosso  exercised the Amended  Option to purchase  21,959 GRPV B Shares,  at
$72.20  per  share,  by payment  to the  Company  of  approximately  $1,585,000.
Concurrently,  GRPV released the Company for liability, if any, arising from any
events  when  the  Company   controlled  GRPV,  in  exchange  for  approximately
$1,585,000.

          Also in  September  1997,  the Company and  Monterosso  entered into a
Put/Option  Agreement  (the  "Put")  under  which  Monterosso  had the option to
purchase and the Company had the right to require  Monterosso to purchase all of
the subject 7.8 million shares at a price of $.15 per share. Concurrent with the
Put,  the Company  sold to  Monterosso  its  interest in  6,000,000  New Class D
Warrants  to  purchase  common  stock  of  GRPV  (the  "GRPV D  Warrants").  The
consideration for the GRPV D Warrants consisted of a $1,800,000  promissory note
due in September 1998 (the "Warrant Note"). The GRPV D Warrants had a book value
of zero with $553,840 of the $1,800,000  promissory  note  collected,  as of the
date of this Report,  resulting  in the Company  recording a gain on sale in the
amount of $553,840 during Fiscal 1997.

          As a result of the sale of the GRPV B Shares  and the Put, a change in
control  of GRPV  occurred  and,  as of June  13,  1997,  GRPV  is no  longer  a
controlled  subsidiary  of the Company.  Subsequent to the close of fiscal 1997,
the Company  conveyed to  Monterosso  all  interest in the GRPV B Shares and the
GRPV D Warrants and, through the Put, sold beneficial  interest in the 7,800,000
shares of GRPV common stock.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        22

<PAGE>

(c)       Going Concern

          The Company has experienced  recurring net losses,  has limited liquid
resources,  negative  working capital and one of its operating  subsidiaries was
liquidated during fiscal year 1995. Management's intent is to continue searching
for additional  sources of capital and new additional  international  gaming and
hotel management opportunities.  In the interim, the Company intends to continue
operating with minimal  overhead and key  administrative  functions  provided by
consultants who are compensated in the form of the Company's common stock. It is
estimated, based upon its historical operating expenses and current obligations,
that the  Company  may need to  utilize  its common  stock for future  financial
support to finance its needs during fiscal year 1998. The Company's consolidated
financial  statements  for fiscal  1997 and 1996 have been  presented  under the
assumption that it will continue as a going concern.

(d)        Liquidity and Capital Resources

          A comparison of working capital, cash and cash equivalents and current
ratios for the past two fiscal years are reflected in the following table:


                                                June 30,
                                    ----------------------------------
                                          1997              1996
                                    -------------      ---------------
Working Capital (Deficit)           $   1,027,674      $    (1,923,964)
Cash and Cash Equivalents           $     576,734      $        50,436
Current Ratio                                1.35                  .68

          The most  significant  effects on working  capital and its  components
during fiscal 1997 were the payment of $3.2 million in principal and interest on
the Company's note issued to acquire the Gaming Interest,  the continued accrual
of legal and professional advisory fees, the sale of GRPV and the acquisition of
a controlling interest in Cleopatra.

          The  Company's  current  plan for growth is to  increase  its  working
capital by arranging debt and equity  financing to finance the activities of its
subsidiaries  and  for  future  acquisitions  in its  three  business  segments.
Additionally,  the Company anticipates receiving a distribution of net operating
revenues  from its proposed  international  casino  gaming and hotel  management
activities;  the two Tunisian casinos were subject to obtaining  financing,  but
were  scheduled to be completed and opened during the fiscal year ended June 30,
1998  ("fiscal  1998").  On  December  6,  1997,  one of two  casinos  commenced
operations, however, there are no assurances that the opened casino will be able
to generate  positive  cash flows or that the second casino will open. As of the
close of fiscal 1997, the Company's sole  operations  were derived from its food
manufacturing  and  hotel  management  subsidiaries  and,  therefore,  there  is
considerable  risk that the Company will not have  adequate  working  capital to
sustain its current  status or that the Company or its  subsidiaries  may not be
able to secure the required debt or equity  financing to complete their proposed
projects on a timely basis. In such event the Company or its subsidiaries may be
forced to sell the projects or  contribute  them to a third party on terms which
would preclude the Company from realizing  significant  future  benefit,  or any
benefit at all from the projects.  The Company may also need to issue additional
shares  of its  common  stock  to pay for  services  incurred,  to  finance  the
operations of its subsidiaries or to continue to sustain itself.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        23

<PAGE>

(e)      Capital Expenditures

         General

         The Company has no commitments for material capital  expenditures,  but
the Company's  subsidiaries are seeking financing  commitments to complete their
various projects, as follows:

         Capital Requirements

         At June 30, 1997,  Cleopatra had approximately  $2,000,000 remaining to
be paid as security deposits and advance rent before it could take possession of
the Cap  Gammarth  Casino  and the  Hammamet  Casino.  Additionally,  there  was
approximately  $6,000,000  remaining  to be paid  for  furniture,  fixtures  and
equipment, bankroll and pre-opening costs for the two casinos.

         The Company  financed the completion and opening of the Hammamet Casino
through the financing agreement with Cedric (see Note 12 to the footnotes to the
consolidated  financial  statements  included  elsewhere  herein  at Item 7). To
finance the remaining  expenditures on the Cap Gammarth  Casino,  the Company is
negotiating  possible joint ventures between NuOI and foreign investment groups,
and attempting early collections receivables.

         During  fiscal 1997,  Cleopatra's  World made a partial  payment on the
lease on the Cap  Gammarth  Resort  and,  simultaneously,  filed a  request  for
arbitration  in its  dispute  with  the  developer  of the Cap  Gammarth  Resort
claiming  that  the  developer  had  breached  the  terms  of the  lease  by not
completing for occupancy, on a timely basis, the hotel, the shopping arcade, the
health club or the beach club comprising the resort in accordance with the terms
of the lease, causing Cleopatra's World significant loss of revenue and profits.
Subsequent  to the  close  of  fiscal  1997  the  matter  was  removed  from the
arbitration  calendar by mutual  agreement  between the  parties,  however,  the
dispute has not yet been resolved.

         As to any future projects undertaken by the Company, additional project
financing will be required.  Capital  investments may include all or some of the
following:  acquisition  and  development  of  land,  acquisition  of  leasehold
investments  and contract  rights,  and  construction  of other  facilities.  In
connection with development activities relating to potential acquisitions or new
jurisdictions,  the Company also makes  expenditures for  professional  services
which are expenses as incurred. The Company's financing requirements depend upon
actual  development  costs,  the  amounts and timing of such  expenditures,  the
amount of available  cash flow from  operations  and the  availability  of other
financing  arrangements  including  selling  equity  securities  and  selling or
borrowing against assets (including  current  facilities).  The Company may also
consider strategic combinations or alliances. Although there can be no assurance
that the Company can effectuate any of the financing strategies discussed above,
the Company  believes that if it determines to seek any  additional  licenses to
operate gaming or permits to conduct hotel operations in other  jurisdictions it
will be able to raise sufficient capital to pursue its strategic plan.

         If for any reason,  Cleopatra,  Cleopatra's World or NuOI are unable to
borrow or otherwise meet their commitments  under current  agreements to provide
the furniture,  fixtures, equipment and working capital to open the Cap Gammarth
Casino or manage the Cap Gammarth Resort, or acquire, develop and operate future
casino  gaming and hotel  management  projects,  the  Company may be required to
intercede and provide the requisite  financing and working capital, or be forced
to sell all or a portion of the  respective  interests,  or lose the  respective
rights to the projects and properties entirely.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        24

<PAGE>

(f)      Cash Flows

         Cash provided by operating activities was $3,043,148 for the year ended
June 30, 1997 as compared to $8,861,699 for the comparable period last year. The
decrease  is  primarily  attributable  to the final  collection  and  receipt of
amounts due from operations from the Gaming Interest.

         Cash provided by investing  activities  was $423,236 for the year ended
June 30, 1997 as compared to $9,666,393 in cash used by investing activities for
the comparable period last year. The change is primarily  attributable to having
purchased the beneficial  ownership in Peony Garden last year where as there was
no such purchase this year.

         Cash used by financing  activities  was  $2,940,086  for the year ended
June 30, 1997 as compared to $226,260 in cash  provided by financing  activities
for the comparable period last year. The change is primarily attributable to the
payment of  principal  and  interest on the note  payable  issued to acquire the
Gaming Interest, whereas there was no such payment last year.

(g)      Results of Operations

         Year Ended June 30, 1997 Compared to Year Ended June 30, 1996

         The  Company's  total food sales for the year ended June 30,  1997 were
$1,339,763  as  compared  to  $1,251,174,  for the year  ended  June  30,  1996,
resulting in a increase of $88,589 or 7%. The increase is primarily attributable
to the continued efforts of improving the pasta line of business.

         The Company's total cost of food sales for the year ended June 30, 1997
were  $903,446  as  compared  to  $838,453  for the year  ended  June 30,  1996,
resulting in a slight increase of $64,993 or 8%, which is a direct result of the
same relative  increase in food sales.  Gross profit margin  remained at 67% for
both the current year and last year.

         There were no gaming revenues for the year ended June 30, 1997 compared
to  $11,407,317  for the year ended June 30,  1996.  The  decrease  is  directly
attributable to the sale of the Gaming Interest.

         Depreciation and amortization decreased by $4,492,436 due to the Gaming
Interest having been sold. Since the Gaming Interest was sold effective June 30,
1996, there was no related amortizing expense during the current year.

         The  Company's  total  legal  and  professional  fees and  general  and
administrative  expenses  were  $2,620,347  for  fiscal  1997,  as  compared  to
$2,763,834 for fiscal 1996, resulting in a decrease of $143,487 or 5%. The small
decrease is primarily  attributable  to the continued  efforts of minimizing the
Company's general corporate overhead.

         The Company  incurred a one time expense in connection with the sale of
the Gaming Interest on August 8, 1996. As discussed herein,  because the sale of
the Gaming  Interest was structured to be effective on July 1, 1996, the Company
recognized  a write down of  approximately  $6.6  million to bring down the book
value to the basis of the  stock  originally  issued  to Ng,  which was $.50 per
share or $10  million in  aggregate.  There was no such  write  down  during the
current year.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        25

<PAGE>

         The Company  incurred a one time valuation  expense in connection  with
the sale of Peony  Garden  discussed  herein.  Since the value of the  Company's
equity in Hartcourt on or about the closing date of the sale of Peony Garden was
approximately  $7 million,  which is lower than the Company's net  investment of
$9.6  million  in the  property,  the  Company  recognized  a write down for the
difference in the amount of approximately $2.6 million.  There was no such write
down during the current year.

         During  fiscal 1996,  FFI  remodeled  and improved its food  processing
equipment in its California  location and leased its Colorado  facility held for
sale. In connection  therewith,  FFI re-evaluated the use and value of its older
equipment  and wrote off  certain  impaired  equipment  with a net book value of
approximately $1 million which is included in Other Valuation Expense. There was
no such valuation expense during the current year.

         During  fiscal year 1996,  the Company  incurred  expenses on behalf of
Cleopatra  which is included as a  stockholders'  receivable at June 30, 1996 of
$955,439, net of an allowance for possible loss of $766,180 which is included in
Other Valuation Expense.  There was no such valuation expense during the current
year.

         The  Company's  losses  in  equity  investments  for  fiscal  1997  was
$3,061,944 as compared to none for fiscal 1996,  resulting from the  acquisition
of the investments in Cleopatra Palace and Cleopatra's  World during the current
year.

         The Company's  total  operating  loss for fiscal 1997 was $1,847,981 as
compared to an operating  loss of  $6,395,647  for fiscal 1996,  resulting in an
improvement  of  approximately  $4.5  million.   The  improvement  is  primarily
attributable  to: (i) having no write downs  during the current year as compared
to  approximately  $11 million of write downs  during last year;  (ii) having no
gaming  interest  revenue and  amortization  expense  during the current year as
compared to the $11.4  million and $4.7 million of gaming  interest  revenue and
amortization expenses, respectively,  during last year; and; (iii) a decrease in
legal  and  professional  fees  and  general  and  administrative   expenses  of
approximately $143,000 during the current year as compared to last year.

         The Company  recorded an income tax benefit of $382,494 for fiscal year
1997 and an income tax provision of $997,932 for fiscal year 1996.  For the year
ended June 30, 1997 and 1996, the Company's  effective  federal and state income
tax rate applied to book taxable  income (loss)  differs from the statutory rate
primarily from the effect of foreign controlled  corporation losses for which no
deferred  taxes were  recognized,  the change in  valuation  allowance to offset
deferred tax  benefits,  utilization  of net operating  loss carry  forwards and
impact  of state  taxes net of  federal  effect.  The  Company  utilized  $0 and
approximately  $3,860,000  in net operating  losses to offset  federal and state
taxable income for the years ended June 30, 1997 and 1996, respectively.

         As a result of changes in stock  ownership  which  occurred in 1993 and
1995,  the Company's use of its net operating loss carry forwards may be limited
by Section 382 of the Internal  Revenue Code until such net operating loss carry
forwards expire.  During fiscal 1997, the Company obtained an independent  third
party valuation of its stock for purposes of the calculation required by Section
382 in order to determine  whether such net operating loss carry forwards may be
limited.  Based on the results of the  independent  third party  valuation,  the
Company  reversed  amounts  originally  recorded in fiscal 1996 for income taxes
payable and for the net deferred tax asset. Accordingly,  the Company recorded a
current year income tax benefit of $382,494.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        26

<PAGE>

         The net  losses of GRPV are  presented  in the  Company's  consolidated
statements  of  operations  as net losses from  discontinued  operation.  Due to
GRPV's  historical  negative  cash flows from  operations  and  working  capital
deficit,  the  goodwill  resulting  from the NPC  acquisition  in the  amount of
$3,318,107 was immediately written off GRPV's accounts due to the uncertainty of
realizing any future benefit from the asset.  There was no such write off during
the comparable period last year.

(h)      Recent Accounting Developments

         In  February  1997,  FASB issued  SFAS No.  128,  "Earnings  Per Share"
("EPS"). SFAS No. 128 requires all companies to present "basic" EPS and, if they
have a complex capital structure, "diluted" EPS. Under SFAS No. 128, "basic" EPS
is computed by dividing income  (adjusted for any preferred stock  dividends) by
the weighted  average  number of common  shares  outstanding  during the period.
"Diluted" EPS is computed by dividing  income  (adjusted for any preferred stock
or convertible stock dividends and any potential income or loss from convertible
securities) by the weighted average number of common shares  outstanding  during
the period  plus the number of  additional  common  shares  that would have been
outstanding if any dilutive potential common stock had been issued. The issuance
of  anti-dilutive  potential  common  stock  should  not  be  considered  in the
calculation.  In addition,  SFAS No. 128 requires certain additional disclosures
relating to EPS. SFAS No. 128 is effective for financial  statements  issued for
periods ending after December 15, 1997.  Thus, the Company  expects to adopt the
provisions of this statement in fiscal year 1998. Management does not expect the
adoption of this  pronouncement  to have a  significant  impact on the Company's
financial statements.

         In June 1997,  the FASB issued SFAS No. 130,  "Reporting  Comprehensive
Income."  This  statement  establishes  standards  for  reporting and display of
comprehensive income and its components (revenues,  expenses,  gains and losses)
in an  entity's  financial  statements.  This  statement  requires  an entity to
classify  items of other  comprehensive  income by their  nature in a  financial
statement  and display the  accumulated  balance of other  comprehensive  income
separately from retained earnings and additional  paid-in-capital  in the equity
section of a statement of financial  position.  This  pronouncement is effective
for fiscal years  beginning  after December 15, 1997 and the Company  expects to
adopt the provision of this statement in fiscal year 1998.  Management  does not
expect  this  statement  to   significantly   impact  the  Company's   financial
statements.

         In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments
of an  Enterprise  and Related  Information."  This  statement  requires  public
enterprises to report financial and descriptive information about its reportable
operating  segments and  establishes  standards  for related  disclosures  about
product and services,  geographic areas, and major customers. This pronouncement
is effective for fiscal years  beginning after December 15, 1997 and the Company
expects  to  adopt  the  provisions  of this  statement  in  fiscal  year  1998.
Management does not expect this statement to significantly  impact the Company's
financial statements.


ITEM 7.           FINANCIAL STATEMENTS.

         The required  financial  statements  are filed as a part of this Annual
Report on Form 10-KSB commencing on page F-1 attached hereto.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        27

<PAGE>

ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.

         A Current  Report on Form 8-K dated August 18, 1995 was filed on August
24, 1995, reporting under Item 4 a change of accountants on August 18, 1995 from
BDO Seidman, LLP to Raimondo Pettit Group (formerly Raimondo Pettit & Glassman).
There  were  no  disagreements  between  the  Company  and its  former  auditors
regarding accounting and financial disclosure.

         A Current  Report  on Form 8-K dated  July 3, 1997 was filed on July 9,
1997,  reporting  under  Item 4 a change  of  accountants  on July 3,  1997 from
Raimondo Pettit Group (formerly Raimondo,  Pettit & Glassman) to Haskell & White
LLP.  There were no  disagreements  between the Company and its former  auditors
regarding accounting and financial disclosure.



                                                     PART III

ITEM 9.            DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

(a)      Identification of Directors and Executive Officers.

         The Company,  pursuant to its Bylaws is  authorized  to maintain a five
(5) member Board of Directors,  and executive  officers as needed. The directors
and officers for fiscal 1997 were as follows:

<TABLE>
<CAPTION>

                                            Position
           Name                       Held with the Company              Age                  Dates of Service
--------------------------- ----------------------------------------- --------  ------------------------------
<S>                         <C>                                       <C>       <C>

Fred G. Luke                Chairman of the Board and Chief           50        June 14, 1993 to Present
                            Executive Officer
John D. Desbrow             Director                                  42        December 20, 1993 to May 29, 1996
                            Secretary                                           December 20, 1993 to May 9, 1997
Jonathan L. Small           Director                                  45        March 17, 1994 to January 22, 1996
Carol Chen                  Director                                  44        January 22, 1996 to October 29, 1996
Liu Mei Huan Chen           Director                                  33        October 9, 1995 to January 2, 1997
Cheng Tai Chee              Director                                  63        October 9, 1995 to January 2, 1997
Steven H.  Dong             Chief Financial Officer                   31        July 16, 1995 to June 30, 1997

</TABLE>

         All directors of the Company hold office until the next annual  meeting
of  shareholders  and until their  successors  have been elected and  qualified.
Vacancies in the Board of Directors are filled by the  remaining  members of the
Board until the next annual meeting of shareholders. The officers of the Company
are elected by the Board of  Directors  at its first  meeting  after each annual
meeting of the Company's  shareholders  and serve at the discretion of the Board
of Directors or until their earlier resignation or death.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        28

<PAGE>

         Pursuant to  resolutions  adopted by its Board of Directors on December
15, 1993, the Company maintains a five-member  Advisory Board. At June 30, 1997,
the following individuals served on the Advisory Board:

<TABLE>
<CAPTION>

                                                Position
            Name                          Held with the Company                Age            Dates of Service
----------------------------- --------------------------------------------  --------  ------------------------
<S>                           <C>                                           <C>       <C>

Fred Graves Luke              Member of Advisory Board                      74        October 1993 to Present
Clifford A. Jones             Member of Advisory Board                      84        October 1993 to Present
Kenneth Scholl                Member of Advisory Board                      52        October 1993 to Present
Louis Weiner                  Member of Advisory Board                      81        October 1993 to Present
Royce Warren                  Member of Advisory Board                      57        October 1993 to Present

</TABLE>

(b)      Business Experience

         The following is a brief account of the business  experience during the
past five years of each director,  director nominee and executive officer of the
Company, and the members of its Advisory Board,  including principal occupations
and  employment  during that period and the name and  principal  business of any
corporation or other  organization  in which such occupation and employment were
carried on.

         Current Directors and Officers

         Fred G. Luke. Mr. Fred G. Luke has been a Director of the Company since
June 1993,  and Chairman and Chief  Executive  Officer since July 22, 1993.  Mr.
Luke  has  more  than   twenty-seven   years  of   experience  in  domestic  and
international  financing  and  the  management  of  private  and  publicly  held
companies. Since 1982, Mr. Luke has provided consulting services and has served,
for brief periods lasting  usually not more than six months,  as Chief Executive
Officer and/or Chairman of the Board of various publicly held and privately held
companies  in  conjunction  with  such  financial  and  corporate  restructuring
services.  In addition to his  position  with the  Company,  Mr. Luke  currently
serves as Chairman  and  President of NuVen,  President  and Director of Virtual
Enterprises Inc., formerly The Toen Group, Inc. ("VEI"),  President and Director
of Hart Industries,  Inc. ("Hart"), Chairman and President of Diversified Land &
Exploration Co. ("DL&E").  DL&E is a former publicly traded independent  natural
resource  development  company  engaged  in  domestic  oil and gas  exploration,
development  and production.  Prior to 1995, DL&E was a 90% owned  subsidiary of
Basic Natural Resources, Inc. ("BNR"). From 1991 through 1994 Mr. Luke served as
the  President  and  Director of BNR.  Hart was  formerly  in the  environmental
services  business.  Both Hart and VEI are public  companies which were formerly
traded on NASDAQ or the OTC  Bulletin  Board.  Neither  Hart nor VEI has ongoing
operations. NuVen provides managerial,  acquisition, and administrative services
to public and private  companies  including  the Company,  Hart,  VEI, and DL&E.
NuVen,  which is controlled by Mr. Luke, as Trustee of the Luke Family Trust, is
an  affiliate  of the  Company.  NuVen is a  stockholder  of Hart,  DL&E and the
Company,  and provides  management,  general and  administrative  services,  and
merger and acquisition  services to Hart, DL&E, GRPV and the Company pursuant to
independent Advisory and Management  Agreements.  Mr. Luke also served from 1973
through 1985 as President of American Energy  Corporation,  a privately held oil
and gas company  involved in the  operation of domestic oil and gas  properties.
From 1970  through  1985 Mr. Luke served as an officer and  Director of Eurasia,
Inc., a private equipment  leasing company  specializing in oil and gas industry
equipment.  Mr.  Luke  received a Bachelor of Arts  Degree in  Mathematics  from
California State University, San Jose in 1969.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        29

<PAGE>

         Former Directors and Officers

     John D. Desbrow.  Mr. John D. Desbrow,  as an independent  consultant,  has
been a Director and  Secretary  of the Company  since  December  20,  1993.  Mr.
Desbrow is a member in good standing of the State Bar of California and has been
since 1980. Prior to joining the Company Mr. Desbrow was in the private practice
of law.  Mr.  Desbrow  received  his  Bachelor  of  Science  degree in  Business
Administration  from the  University of Southern  California in 1977,  his Juris
Doctorate from the University of Southern California Law Center in 1980, and his
Master of Business  Taxation  degree from the University of Southern  California
Graduate  School of Accounting in 1982. Mr. Desbrow has served as a Director and
Secretary of Hart since July 1993, as the Secretary of GRPV since April 1994 and
as a Director of VEI since September 1994. Mr. Desbrow resigned as a Director of
the Company in May 1996 and resigned as Secretary May 9, 1997.

     Carol Chen.  Ms.  Carol Chen has served as a Director of the Company  since
January 22, 1996.  From 1991 to the present,  Ms. Chen has been active as a real
estate agent for Park Georgia Realty Limited where she specialized in industrial
warehouses and commercial land projects. From 1990 to 1991, Ms. Chen served as a
licensed real estate agent for Century 21 Prudential Estates where her focus was
the  residential  real  estate  market in British  Columbia,  Canada.  Ms.  Chen
resigned as a Director of the Company on October 29, 1996.

     Liu Mei Huan Chen.  Ms. Chen has served as a Director of the Company  since
October 9,  1995.  From 1992 to the  present,  Ms.  Chen has been  serving as an
Executive  Director of Silver  Faith  Holding  (Macau)  Ltd.  and certain of its
subsidiaries,  where she acts as  corporate  liaison to the  central and certain
provincial governments of The Peoples Republic of China. Ms. Chen also serves as
a Director of Silver Faith (Hong Kong)  Holdings  Limited.  Both  companies  are
subsidiaries  of Silver  Faith  Holdings  Limited,  and both are involved in the
manufacturing and distribution of cigarettes in China, Hong Kong and Macau. From
1988 to 1992, Ms. Chen operated a Mitsubishi  car dealership in Canton  Province
and was an authorized fuel oil broker for Mainland China. From 1981 to 1988, Ms.
Chen lived in New York where she operated an import/export clothing business and
served as an advisor to Mainland Chinese companies regarding international hotel
projects. Ms. Chen resigned as a Director January 2, 1997.

     Cheng Tai Chee.  Mr.  Chee has served as a Director  of the  Company  since
October 9, 1995.  From 1970 through 1984,  Mr. Chee was a champion  horse jockey
and trainer for the Royal Hong Kong Jockey Club. After he retired from the Royal
Hong Kong Jockey Club in 1984,  he joined Dragon Sight  International  Amusement
(Macau)  Company as Marketing  Coordinator for the promotion of the junket group
from  Southeast  Asia.  In 1992,  he joined the Silver Faith  Holdings  group of
companies of Silver Faith  Holdings Ltd.,  where he presently  serves as Project
Coordinator for the Peony Gardens real estate  development in Beijing,  Mainland
China. Mr. Chee resigned as a Director January 2, 1997.

     Jonathan L. Small. Mr. Jonathan L. Small, as an independent consultant, has
been a Director of the Company from March 17, 1994, through January 22, 1996, at
which date he resigned.  Mr. Small is currently a member in good standing of the
State Bar of  California  and has been since 1980.  Mr.  Small is in the private
practice of law.  Mr.  Small's law  practice  consists  of the  regulation,  due
diligence, planning tax opinions for private placement offerings in oil and gas,
real  estate,  banking,  alternative  energy,  investment  and  venture  capital
programs;  financial  business and  individual  planning;  civil  litigation and
general business matters.  Prior to forming his private law practice,  Mr. Small
was a tax  accountant  with Arthur  Young & Company in 1981 and 1982.  Mr. Small
served as Director,  General  Counsel and  Assistant  Secretary of BNR from June
1992 to September  1994.  Mr. Small has served as Secretary and General  Counsel
for DL&E since March 1988.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        30

<PAGE>

     Steven  H.  Dong.  Mr.  Dong,  a  Certified  Public  Accountant,  and as an
independent  consultant,  has served as Chief  Financial  Officer of the Company
from July 16, 1995 through June 30, 1997. Prior to joining the Company, Mr. Dong
worked with the  international  accounting firm of Coopers & Lybrand since 1988.
Mr. Dong's experience consisted of providing financial accounting and consulting
services to privately and publicly held  companies.  In addition to his position
with the Company, Mr. Dong previously served as Chief Financial Officer of GRPV,
VEI and Hart.  Mr. Dong  received his Bachelor of Science  degree in  Accounting
from Babson  College in 1988.  Mr. Dong is  currently a member in good  standing
with the  California  Society  of  Certified  Public  Accountants  and  American
Institute of Certified Public Accountants.

     Fred Graves Luke. Mr. Fred Graves Luke,  served as a Director and Secretary
of the Company from June 14, 1993 to November 30, 1993. Prior to his association
with the Company,  Mr. Luke served as Chief  Executive  Officer of three private
firms  operating oil and gas properties  from 1954 until his retirement in 1985.
Mr. Luke also serves as Vice President of International  Sales and as a Director
of FFI. He received his B.A. and LLB Degrees from the  University of Arizona and
was admitted to the bar in the State of Arizona in 1950.  Mr. Luke served in the
U.S.  Army Air Corp. in World War II as a pilot and served in the U.S. Air Force
as a legal officer during the Korean War.

     Clifford A. Jones.  Mr.  Clifford A. Jones has been  involved in the gaming
and  resort  hotel  industry  since  1941.  Mr.  Jones   established  the  first
American-style  casino in  several  foreign  countries  and is known as a global
pioneer of the gaming industry.  Mr. Jones served as Lieutenant  Governor of the
state of Nevada for two terms and founded the law firm of Jones,  Jones, Close &
Brown  in Las  Vegas in  1938.  Mr.  Jones  owns  10% of  Cleopatra,  one of the
Company's equity investments.

     Kenneth Scholl. Mr. Kenneth Scholl is a consultant to the gaming, hotel and
distribution  business.  Mr.  Scholl has  developed,  owned and operated a hotel
management company.

     Louis  Weiner.  Mr.  Louis  Weiner  is  a  nationally  recognized  attorney
emphasizing in gaming operations.

     Royce  Warren.  Mr.  Royce Warren is Director of  Operations  of the Indian
Springs  Casino in Indian  Springs,  Nevada.  Mr.  Warren has more than 25 years
experience in gaming personnel recruitment.

(c)      Identification of Certain Significant Employees and Consultants.

         In  connection  with the  acquisition  of Italfin  and Pasta  Fresca in
fiscal 1993,  FFI entered into an Employment  Agreement  with Giancarlo Pino for
his services as a Vice President of FFI which was renewed during fiscal 1996 and
1997. He is  responsible  for the day to day  operations of the two food product
manufacturing plants in Southern California.

     During  fiscal  1996,  Jon L. Lawver,  through J. L. Lawver Corp.  ("Lawver
Corp."), renewed his Consulting Agreement with the Company to serve as President
of FFI for fiscal 1997. Mr. Lawver has been  President of FFI since June,  1993.
Mr. Lawver has also served as an officer of Nuven, VEI and Hart.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        31

<PAGE>

     Mr. Gabriel  Tabarani serves as the President and Director of Cleopatra and
Cleopatra's  World. Fred Graves Luke, Fred G. Luke's father, and a member of the
Company's  Advisory  Board and a Director of  Cleopatra,  owns 10% of Cleopatra.
Gabriel Tabarani,  President and Director of Cleopatra owns 10% of Cleopatra and
50% of Cleopatra's World.

     Mr. Albert Rapuano entered into a Consulting  Agreement with the Company in
fiscal 1996 to serve as President of NuOI.  Mr.  Rapuano's  contract  expired in
January 1997 following which he served as a consultant until September 1997.

(d)      Family Relationships

         Fred Graves Luke is the father of Fred G. Luke, Chief Executive Officer
of the Company.  Fred Graves Luke was  appointed  chairperson  of the  Company's
Advisory Board in 1993 and continues to serve in this  capacity:  he also serves
as a Director of Cleopatra  and  Cleopatra's  World.  Fred Graves  Luke,  as the
assignee  of Clifford A.  Jones,  is the  beneficial  owner of 10% of the equity
interest  in  Cleopatra.  Giancarlo  Pino,  who  serves  as  Vice  President  of
Manufacturing and a Director of FFI is the husband of Daniela Grechi, who serves
as Corporate Secretary of FFI.

(e)      Involvement in Certain Legal Proceedings.

         During the past five years, no director or officer of the Company has:

(1) Filed or has filed against him a petition under the federal  bankruptcy laws
or any state insolvency law, nor has a receiver, fiscal agent or similar officer
been  appointed by a court for the  business or property of such person,  or any
partnership in which he was a general  partner,  or any  corporation or business
association  of which he was an executive  officer at or within two years before
such filings;  except,  however,  that Fred G. Luke was Secretary of Diversified
Production  Services,  Inc.,  an  Oklahoma  corporation  ("DPS")  which  filed a
Voluntary Petition under Chapter 11 of the U.S. Bankruptcy Code in 1991. DPS was
discharged  from  its  bankruptcy  proceedings  in May 10,  1994  following  the
affirmative vote on its Plan of Reorganization.

(2) Been convicted in a criminal proceeding;  except however, during fiscal year
1995, Kenneth R. O'Neal,  formerly a Director and Chief Financial Officer of the
Company,  was the subject of a lawsuit  filed in United States  District  Court,
Middle District of Florida,  Orlando Division, Case No. 95-73-C-Orl-22,  wherein
the United States Attorney charged Mr. O'Neal with securities fraud in violation
of Rule  10b-  5(17C.F.R.240.10b-5)  in  connection  with an audit of a  company
unrelated  to the Company  performed  by O'Neal & White,  P.C. in 1991 while Mr.
O'Neal was a partner of O'Neal & White,  P.C. In April 1995,  Mr. O'Neal pleaded
guilty.  In July 1995,  Mr.  O'Neal  resigned as an Officer and  Director of the
Company.

(3) Been the  subject  of any  order,  judgment,  or  decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently or temporarily enjoining such person from, or otherwise limiting his
involvement in any type of business, securities or banking activities.

(4) Been found by a court of competent  jurisdiction in a civil action,  the SEC
or the Commodity Futures Trading Commission ("FTC") to have violated any federal
or state  securities or  commodities  law, which judgment has not been reversed,
suspended, or vacated.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        32

<PAGE>

(f)      Compliance with Section 16(a) of the Exchange Act

         Section  16(a) of the  Securities  Exchange Act of 1934 (the  "Exchange
Act")  requires the  Company's  directors  and officers and persons who own more
than 10 percent of the Company's equity securities, to file reports of ownership
and changes in  ownership  with the SEC.  Directors,  officers  and greater than
ten-percent  shareholders  are required by SEC regulation to furnish the Company
with copies of all Section 16(a) reports filed.

         Based  solely on its  review of the copies of the  reports it  received
from persons required to file, the Company believes that during fiscal 1997, all
filing  requirements  applicable  to its  officers,  directors  and greater than
ten-percent shareholders were complied with.


ITEM 10.        EXECUTIVE COMPENSATION.

(a)      Summary Compensation Table

         The following summary compensation table sets forth in summary form the
compensation  received during each of the Company's last three completed  fiscal
years by the Company's Chief Executive Officer and four most highly  compensated
executive officers other than the Chief Executive Officer.

<TABLE>
<CAPTION>

Name and Principal                   Fiscal         Salary             Other Annual               Options
Position                              Year            ($)            Compensation ($)         Granted (#)(2)
---------------------------------  ----------- ----------------- ------------------------  -----------------
<S>                                <C>         <C>               <C>                       <C>

Fred G. Luke (1)                      1997          189,000                N/A                      N/A
 Chief Executive                      1996          174,000              130,000                    N/A
 Officer (7-93 to Present)            1995          192,000                N/A                   1,000,000
John D. Desbrow (1)                   1997          225,000                N/A                      N/A
 Secretary (12-93 to 5-9-97)          1996          206,250                N/A                    50,000
                                      1995          189,500                N/A                    50,000
Steven H. Dong (1)                    1997          184,000                N/A                      N/A
 Chief Financial Officer              1996          165,000                N/A                    100,000
 (7-95 to 6-30-97)                    1995            N/A                  N/A                      N/A
Jon L. Lawver                         1997          100,000                N/A                      N/A
 President of FFI                     1996          100,000                N/A                    50,000
                                      1995          100,000                N/A                    50,000
Albert Rapuano                        1997          250,000                N/A                      N/A
 President of                         1996          115,000                N/A                    500,000
 NuOasis International                1995            N/A                  N/A                      N/A
 (6-95 to 1-97)

</TABLE>

(1) Salary  dollar  values  include both NRI and GRPV combined base salary (cash
and non-cash) earned.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        33

<PAGE>

(2)      During the period  covered by the Table,  the  Company did not make any
         award of restricted stock, including share units. The number of options
         granted  are the sum of the  number of  shares  of  common  stock to be
         received  upon the exercise of all stock  options  granted.  Except for
         stock option  plans,  the Company does not have in effect any plan that
         is  intended  to serve as  incentive  for  performance  to occur over a
         period longer than one fiscal year.

(b)      Stock Options - The Company

         The following  table sets forth in summary form the  aggregate  options
exercised during fiscal year 1997, and the value at June 30, 1997 of unexercised
options  for  the  Company's  Chief  Executive  Officer  and  four  most  highly
compensated  executive  officers other than the Chief Executive  Officer.  There
were no options granted during fiscal 1997.

<TABLE>
<CAPTION>

                                                                                                        Value of Unexercised
                                                                         Number of Unexercised              In-the-Money
                                                                        Option/SAR's at Fiscal        Options/SAR's at Fiscal
                                                                             Year-End (#)                   Year-End ($)
                                   Shares
                               Acquired on            Value                  Exercisable/                   Exercisable/
            Name                Exercise (#)      Realized ($)              Unexercisable                   Unexercisable
-----------------------------  -----------------  ------------      ------------------------------  ---------------------
<S>                            <C>                <C>               <C>                             <C>

Fred G. Luke, Chief
Executive Officer  and
Director                                                                  600,000  Exercisable                   N/A
                                      --                 --
NuVen Advisors, Inc. (1)               _                                  100,000  Exercisable                   N/A
                                                         --
Steven H. Dong, CFO                                                       100,000  Exercisable                   N/A
                                      --                 --
John D. Desbrow,
Secretary                           50,000                                100,000  Exercisable                   N/A
                                                         --
Jon L. Lawver, President
of FFI                                                                    100,000  Exercisable                   N/A
                                     --                  --
Albert Rapuano,
President of NuOasis
International                                                          500,000     Exercisable                   N/A
                                      --                 --

</TABLE>

(1)      The Luke Family  Trust (the "Luke  Trust")  owns 93% of NuVen.  Fred G.
         Luke,  as Co-Trustee  of the Luke Trust  determines  the voting of such
         shares and, as a result, may be deemed to control the Luke Trust.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        34

<PAGE>

(c)      Stock Options - GRPV

         The following  table sets forth in summary form the  aggregate  options
exercised  during  fiscal  1997,  and the value at June 30, 1997 of  unexercised
options for GRPV's President and four most highly compensated executive officers
other than the President at June 30, 1997.  There were no options granted during
fiscal  1997 to GRPV's  President  and four most  highly  compensated  executive
officers other than the  President.  (GRPV was sold during fiscal 1997 and is no
longer consolidated with the Company at June 30, 1997).

<TABLE>
<CAPTION>

                                                                                                              Value of Unexercised
                                                                          Number of Unexercised                   In-the-Money
                                                                         Option/SAR's at Fiscal             Options/SAR's at Fiscal
                                                                              Year-End (#)                        Year-End ($)
                                    Shares
                                  Acquired on          Value                  Exercisable/                        Exercisable/
            Name                  Exercise (#)    Realized ($)                Unexercisable                       Unexercisable
-----------------------------  -----------------  ------------     ---------------------------------- -------------------------
<S>                            <C>                <C>              <C>                                <C>

Fred G. Luke (1)(2)                1,131,176          124,479           N/A                                  N/A

NuVen Advisors, Inc. (1)           2,000,000          220,000            N/A                                 N/A
Steven H. Dong (1)                  275,000           30,250             N/A                                 N/A
John D.  Desbrow (1)                275,000           30,250             N/A                                 N/A

</TABLE>

(1)      Fred G. Luke is a former officer and director of GRPV, John Desbrow and
         Steven  Dong are  former  officers  of  GRPV.  Due to the sale of GRPV,
         NuOasis Resorts is no longer a controlling parent of GRPV.

(2)      Fred G. Luke, as Co-Trustee of the Luke Trust, determines the voting of
         such shares and, as a result, may be deemed to control the Luke Trust.

(d)      Long-Term Incentive Plans

         Not applicable.

(e)      Compensation of Directors

         The  Company  has no  standard  arrangement  for  the  compensation  of
directors or their committee  participation or special assignments.  The Company
has  established an Advisory Board to assist the Board of Directors.  Members of
the Advisory Board are typically  compensated at the approximate  rate of $1,000
per month.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        35

<PAGE>

(f)      Contracts With Executive Officers

         In September  1994,  the Company  entered into an Employment  Agreement
with Fred G. Luke, the Company's Chairman and Chief Executive Officer.  Mr. Luke
has been  serving as the  Company's  Chairman and CEO since  approximately  July
1993. In August 1995,  GRPV entered into an Employment  Agreement with Mr. Luke,
to serve as GRPV's  President.  Mr.  Luke served as the  President  of GRPV from
approximately March 31, 1994 through May 7, 1997.

         Effective January 1, 1994, the Company and John D. Desbrow entered into
a  Consulting  Agreement  for the  engagement  of Mr.  Desbrow to perform  legal
services  and to hold the office of  Secretary  on behalf of the  Company  until
December 31,  1994,  amended to continue  through  June 1997,  at which time Mr.
Desbrow  resigned.  Effective  April 1, 1994,  GRPV  entered  into a  Consulting
Agreement  with John D.  Desbrow for the  engagement  of Mr.  Desbrow to perform
legal  services and to hold the office of Secretary,  on behalf of GRPV, for the
period from April 1, 1994 to March 31, 1995.

         Effective  January 1,  1994,  the  Company  entered  into a  Consulting
Agreement  with Jon L. Lawver and Lawver Corp.  pursuant to which Mr. Lawver was
to perform professional  services and to hold the office of President of FFI for
calendar year 1994. Mr.  Lawver's  agreement was renewed for the year ended June
30, 1995 and 124,000 shares were issued to him during fiscal 1995. During fiscal
1996, the Consulting  Agreement was again renewed with the same terms for fiscal
1997 and 85,000  shares were issued to him during  fiscal 1996 to apply  against
services rendered.  An additional option of 50,000 shares exercisable at a price
of $1.53 per share was granted during fiscal 1996.

         In July 1995,  the Company  entered  into a Consulting  Agreement  with
Steven H. Dong, pursuant to which Mr. Dong is to perform accounting services and
to hold the office of Chief  Financial  Officer  through June 30,  1996.  During
fiscal 1996,  the  Consulting  Agreement was renewed with the same terms through
June 30, 1997. In July 1995,  GRPV entered into a Consulting  Agreement with Mr.
Dong,  pursuant to which Mr. Dong is to perform accounting  services and to hold
the office of Chief Financial  Officer through June 30, 1996.  Effective July 1,
1996, the Consulting Agreement was renewed through June 30, 1997.

         In January 1996, the Company  entered into a consulting  agreement with
Albert  Rapuano,  pursuant  to which Mr.  Rapuano  performed  gaming  consulting
services and to hold the office of President of NuOI through December 31, 1996.

(g)      Change of Control

         Not applicable.

(h)      Report on Repricing of Options

         Not applicable.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        36

<PAGE>

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

(a) and (b)  Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth  information  regarding the ownership of
the  Company's  voting  securities  by  persons  owning  more  than  5% of  such
securities as of January 31, 1998, the most recent practicable date.

<TABLE>
<CAPTION>

                                       Amount and                        Amount and
                                       Nature of                         Nature of
                                       Beneficial                        Beneficial
Name and Address                       Interest of $.01                  Interest of Series
of Officers and                        par value           Percent       D Convertible        Percent
Directors                              Common Stock        of Class      Preferred Stock      of Class
--------------------------             ----------------    --------      ------------------   --------
<S>                                    <C>                 <C>           <C>                  <C>

C/A/K Trustkantoor N.V.(2)             20,000,000          44.40%                   0            0%
P.O. Box 210
Willemstad, Curacao

NuVen Advisors, Inc.(1)(3)                      0          0%                 24,000,000          100%
4695 MacArthur Court, Suite 530
Newport Beach, CA  92660

</TABLE>

(1)      Gives  effect  to the one vote per  share  for each of the  outstanding
         shares of common stock, C Preferred and D Preferred.

(2)      The  shares  are  held  pursuant  to an  escrow  for  the  purchase  of
         Replacement Property by NuOI.

(3)      The Luke Trust owns 93% of NuVen.  Fred G. Luke,  as  Co-Trustee of the
         Luke Trust,  determines the voting of such shares and, as a result, may
         be deemed to control the Luke Trust.

         The  following  sets forth  information  with respect to the  Company's
voting stock beneficially owned by each current and former officer and director,
and by all current and former  officers and directors as a group, as of June 30,
1997:

<TABLE>
<CAPTION>

                                Amount and Nature                    Amount and Nature
                                of Beneficial                        of Beneficial
                                Interest of $.01 par                 Interest of Series D
Name of Officers and            value                 Percent        Convertible          Percent
Directors(1)                    Common Stock          of Class(3)    Preferred Stock      of Class
------------------------------  ----------------      -------------  -------------------  --------
<S>                             <C>                   <C>            <C>                  <C>

Fred G. Luke(5)                    11,000,000(5)           23%          24,000,000(2)        100%
John D. Desbrow                       321,000             .66%               --               --
Steven H.  Dong                       302,000             .62%               --               --
Jon Lawver(4)                         230,000             .47%               --               --
Albert Rapuano                        975,000              2%                --               --
All Officers and Directors as        12,828,000            26%           24,000,000          100%
a group

</TABLE>

(1)      The address of each  executive  officer or  Director is 4695  MacArthur
         Court,  Suite 530,  Newport Beach,  California  92660 unless  otherwise
         shown

(2)      The Luke Trust owns 93% of NuVen.  Fred G. Luke,  as  co-Trustee of the
         Luke Trust  determines the voting of such shares and, as a result,  may
         be  deemed  to  control  the  Luke  Trust  and the  disposition  of the
         24,000,000 shares of the Company's D Preferred.

(3)      Percentage ownership amounts are computed for each holder assuming that
         convertible  securities  and options held by each holder are  exercised
         within 60 days.

(4)      Options and shares are held by J.L. Lawver Corp. of which Jon L. Lawver
         is the President of J.L. Lawver Corp.

(5)      Includes  400,000  shares  held by Mr.  Luke and  600,000  shares  held
         beneficially pursuant to options, and 10,000,000 shares of common stock
         into which the shares of D  Preferred  will  convert  if  converted  by
         NuVen.


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

(a)      Transactions with  Directors and Affiliates.

         There  were no  related  transactions  or  series  of  similar  related
transactions  during  fiscal 1997 that  exceeded an aggregate  amount of $60,000
other than the following:

         During fiscal 1994,  Group V entered into an agreement  with  Structure
America,  Inc. ("SAI") to issue 1,000,000 shares for consulting  services.  Such
services were rendered during fiscal 1995.  During fiscal 1996,  Group V entered
into another agreement with SAI to perform consulting services. Pursuant to such
agreement, Group V agreed to issue 1,000,000 shares of Group V's common stock to
SAI and granted SAI an option to purchase  1,000,000  shares of Group V's common
stock  exercisable at $.12 per share. In May 1997,  1,000,000 common shares were
issued in  settlement  of all  amounts  owed to SAI as of May 5,  1997.  Group V
expensed  $200,000 and $75,000  during fiscal year 1997 and 1996,  respectively,
and had no amounts due to SAI as of June 30, 1997.  SAI's agreement with Group V
was terminated effective May 5, 1997.

         During fiscal year 1996,  the Company  renewed an agreement with SAI to
perform consulting  services.  The Company expensed  approximately  $255,000 and
$465,000 during fiscal years 1997 and 1996,  respectively and had  approximately
$160,000 due to SAI as of June 30, 1997.

(b)      Indebtedness of Management

         During fiscal 1996,  400,000 common shares were issued upon exercise of
options by the Chief Executive Officer of the Company in the amount of $440,000,
or $1.10 per share.  The  Company  received a note  receivable  in the amount of
$440,000 and cash payments in the  aggregate  amount of $40,000 were made during
fiscal 1996,  approximately  $120,000 in fiscal 1997. The note bears interest of
10%  and  is due in May  1998.  The  note  receivable  has  been  classified  as
Stockholder Receivable.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        37

<PAGE>

         During  fiscal  1996,  868,824  shares of GRPV common stock were issued
upon exercise of options by its President in consideration for $104,258, or $.12
per share.  GRPV received a note  receivable  in the amount of $78,758,  bearing
interest of 10%, and a cash payment of $25,500 as consideration for the exercise
of these options.  The note receivable was classified as Stockholder  Receivable
in the amount of $78,758 at June 30, 1996 and was fully paid  subsequent to June
30, 1997.

(c)      Transactions with Promoters

         Not applicable.


                                     PART IV

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Consolidated Financial Statements

         The Consolidated Financial Statements included in this Item are indexed
on Page F-1, "Index to Consolidated Financial Statements."

(b)      Financial Statement Schedules

         Not applicable.

(c)      Exhibits

         Unless otherwise noted, Exhibits are filed herewith.

     Exhibit
     Number       Description

         3.1*     Articles of Incorporation

         3.1(a)** Articles of Amendment of Articles of Incorporation

         3.1(b)   Certificate  of  Amendment  of  Articles of  Incorporation  of
                  International Casino Management, Inc.

         3.1(c)   Articles of Amendment to the Articles of  Incorporation  filed
                  September 26, 1996

         3.2*     Bylaws

         3.3#     Certificate  of  Designations  and  Preferences  of  Series  C
                  Convertible Preferred Stock.

         10.94o   Consulting Agreement with Steven Dong

         10.95o   Consulting Agreement with Clifford Jones

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        38

<PAGE>

         10.96o   Consulting Agreement with Louis Wiener

         10.97o   Consulting Agreement with Roy Warren

         10.98o   Consulting Agreement with Kenneth Scholl

         10.99X   Consulting Agreement with Lee Linton

         10.100X  Consulting Agreement with Clifford ("Buck") Jones II

         10.101X  Second Addendum to Fee Agreement with Morris Gore

         10.102X  Fee Agreement with Kenneth R. O'Neal

         10.103X  Fee Agreement with Geoffrey G. Riggs

         10.104X  Fee Agreement with Jonathan L. Small

         10.105X  Addendum to Consulting Agreement with Sandra V. Alsina

         10.106X  Fee Agreement with Michael Manson, C.P.A.

         10.107X  Addendum to Consulting Agreement with Steven H. Dong

         10.108X  Third Addendum to Consulting Agreement with John D. Desbrow

         10.109X  Second  Addendum  to  Consulting  Agreement  with J. L. Lawver
                  Corp.

         10.110X  Non-Qualified Stock Option Agreement with Fred G. Luke

         10.111o  Engagement Letter and Fee Agreement with Woodcox Advertising &
                  Communications

         10.112o  Third Addendum to Consulting Agreement with Structure America.

         10.113o  Second Addendum to Engagement Letter with OTC Communications

         10.114o  Consulting Agreement with Albert Rapuano

         10.115o  January 3, 1996  Addendum to Consulting  Agreement  with J. L.
                  Lawver

         10.116o  1996 Employee Stock Benefit Plan

         10.117o  Second Addendum to Fee Agreement with Morris C. Gore

         10.118o  Third Addendum to Fee Agreement with James R. Gordon

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        39

<PAGE>

         10.119o  Contracting  Agreement with Dynamic  Telecommunications,  Inc.
                  dba Dynatel

         10.120   Lease Agreement with Theodore DeTello

         10.121   Promissory Note and Security  Agreement with Foothill  Capital
                  Corporation

         10.122o  Asset Purchase  Agreement dated September  28,1995 with Silver
                  Faith Development Limited

         10.123o  Assignment  and Bill of Sale  dated  September  30,  1995 from
                  Silver Faith Development Limited

         10.124   Assignment  dated December 29, 1995 to NuOasis  International,
                  Inc., a California Corporation

         10.125o  $21,000,000 Convertible Secured Promissory Note dated December
                  31, 1995 to Silver Faith Development Limited

         10.127   Assumption  Agreement  and  Release of  Liability  with Silver
                  Faith Development Limited dated May 16, 1996 (1)

         10.128   Amendment,  Modification  and  Ratification  of Asset Purchase
                  Agreement  with Silver Faith  Development  Limited and Beijing
                  Grand Canal Real Estate Development Co., Ltd. (1)

         10.129   Purchase  and Sale  Agreement  dated  August 8,  1996  between
                  NuOasis International Inc., and The Hartcourt Companies,  Inc.
                  (1)

         10.130   $12,000,000  Convertible  Secured Promissory Note dated August
                  8, 1996  issued by The  Hartcourt  Companies,  Inc. to NuOasis
                  International Inc. (1)

         10.131   Security  Agreement  dated  August  8,  1996  between  NuOasis
                  International Inc. and The Hartcourt Companies, Inc. (1)

         10.132   Assignment and Indemnification Agreement dated August 30, 1996
                  between   NuOasis   International,   Inc.  and  The  Hartcourt
                  Companies, Inc. (1)

         10.133   Assignment  and Bill of Sale  between  NuOasis  International,
                  Inc. and Silver Faith Development Limited (1)

         10.134   Agreement between NuOasis International, Inc. and Silver Faith
                  Development Limited (1)

         10.135   $3,000,000  Secured  Contingent  Promissory Note dated May 25,
                  1995 from Nona  Morelli's  II, Inc.,  to Ng Man Sun dba Dragon
                  Sight International Amusement (Macau) Company (1)

         10.136   Assignment  dated  December 29, 1995 from Nona  Morelli's  II,
                  Inc. to NuOasis International Inc. (1)

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        40

<PAGE>

         10.137   Letter of Intent  dated August 5, 1996 between the Company and
                  Ng Man Sun dba Dragon Sight  International  Amusement  (Macau)
                  Company (1)

         10.138   Purchase  Agreement  dated  August 30,  1996  between  NuOasis
                  International Inc. and various purchasers (1)

         10.139   Option Agreement with Joseph Monterosso dated June 13, 1996(1)

         10.140   Casino Lease and Operating Management Contract between Societe
                  Loisirs Club Hammamet and Cleopatra Place Limited (1)

         10.141   Letter of Intent between Compagnie  Monastirienne  Immobiliere
                  et Touristique and Cleopatra Palace Limited (1)

         10.142   Letter of Intent dated  September 24, 1996 between the Company
                  and Grand Hotel Krasnapolsky N.V. (1)

         10.143   Collateral  Substitution  Agreement  dated  December  29, 1995
                  between the Company and Ng Man Sun (1)

         10.144   Collateral  Release Agreement dated September 30, 1996 between
                  the Company and Ng Man Sun (1)

         10.145   Agreement of Exchange dated September 30, 1996 between NuOasis
                  International, Inc. and C/A/K Trustkantoor N.V. (1)

         10.146   Operating  Agreement between Ng Man Sun and Nona Morelli's II,
                  Inc. (1)

         10.147   Consent  to Sale of  Interest  and  Termination  of  Operating
                  Agreement (1)

         10.148   Agreement dated July 31, 1996 between  NuOasis  International,
                  Inc. and Ng Man Sun(1)

         10.149   Casino Lease and Operating Management Contact between Societe'
                  d'Animation   et  de  Loisirs   Touristiques   (S.A.L.T.)  and
                  Cleopatra Palace Limited (1)

         10.150   Fourth  Addendum to Consulting  Agreement with John D. Desbrow
                  (1)

         10.151   Assumption  Agreement and Release of Liability with Ng Man Sun
                  dated December 29, 1995(1)

         10.152   Second  Addendum to Consulting  Agreement  with Steven H. Dong
                  (1)

         10.153   Agreement dated October 2, 1996 between NuOasis International,
                  Inc. and Cleopatra World, Inc. (1)

         10.154   Amendment  to Letter  Agreement  dated  October 7, 1996 by and
                  between  NuOasis  International,  Inc.  and  Cleopatra  Palace
                  Limited (the "Letter Agreement") (1)

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        41

<PAGE>

         10.155   Letter of Intent between Compagnie  Monastirienne  Immobiliere
                  et Touristique and Cleopatra World, Inc. (1)

         10.156   Master Lease between Fantastic Foods  International,  Inc. and
                  American Charities Underwriters, Inc. (1)

         10.157   Market  Analysis of the property at 1745 Erie Avenue,  Pueblo,
                  CO. 81001

         10.158   Second  Amendment to Letter Agreement dated October 7, 1996 by
                  and between NuOasis  International,  Inc. and Cleopatra Palace
                  Limited (the "Letter Agreement")

         10.159   Assignment dated November 27, 1996 from NuOasis International,
                  Inc. and Cleopatra Palace Limited

         10.160   Agreement    dated   October   27,   1996   between    NuOasis
                  International, Inc. and Grand Hotel Krasnopolsky N.V.

         10.161   Agreement  dated  November 13, 1996 between  Cleopatra  Palace
                  Limited and International Banking Company Caribbean N.V.

         10.162   Option  Agreement  dated June 13, 1997 between Nona  Morelli's
                  II, Inc. and Joseph Monterosso

         10.163   Stock  Purchase  Agreement  dated May 30,  1997  between  Nona
                  Morelli's II, Inc. and Joseph Monterosso

         10.164   Stock Purchase Agreement dated December 19, 1996 with Exhibits
                  A through F between  NuOasis  Gaming,  Inc. and National Pools
                  Corporation

         10.165   Stock  Purchase  Agreement  dated May 4, 1997 between  NuOasis
                  Gaming, Inc. and Nona Morelli's II, Inc.

         10.166   National Pools  Corporation  letter to Fred G. Luke dated June
                  4, 1997

         10.167   Letter to/from Richard Skjerven dated June 2, 1997, RE: Escrow
                  Instructions - Stock Purchase Agreement between Nona Morelli's
                  II, Inc. and National Pools Corporation

         10.168   Assignment between NuOasis Gaming, Inc. and Nona Morelli's II,
                  Inc. dated May 5, 1997

         10.169   Indemnification  Agreement  dated May 30, 1997 between NuOasis
                  Gaming, Inc. and Nona Morelli's II, Inc.

         10.170   Indemnification  Agreement  dated May 30, 1997 between NuOasis
                  Gaming, Inc. and Fred G. Luke

         10.171   Warrant Purchase Agreement dated August 22, 1997

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        42

<PAGE>

         10.172   Letter  from Fred G. Luke to Mr.  Joseph  Monterosso,  Group V
                  Corporation, dated September 5, 1997, RE: Notice of Conversion
                  of 100,000 shares of Series B Preferred Stock

         10.173   Letter  to  Joseph  Monterosso,  Group  V  Corporation,  dated
                  September  3,  1997,  RE:   Extension  and   modification   of
                  Put/Option  Agreement  and Warrant  Purchase  Agreement  dated
                  August 22, 1997

         10.174   Put/Option Agreement, dated August 22, 1997

         10.175   Amendment to Agreement, dated August 22, 1997

         22.1     Schedule of Subsidiaries of the Company

         27.      Financial Data Schedule

         *        Incorporated  by  reference  from the like  numbered  exhibits
                  filed with the Company's  Registration Statement on Form S-18,
                  SEC File No. 33-32127-D

         **       Incorporated  by  reference  from the like  numbered  exhibits
                  filed with the Company's  Registration  Statement on Form S-1,
                  SEC File No. 33-43402

         #        Incorporated  by  reference  from the  like-numbered  exhibits
                  filed with the  Company's  10-K for the fiscal year ended June
                  30, 1992

         ~        Incorporated  by reference to  Registration  Statement on Form
                  S-8, SEC File No. 33-57270

         o        Incorporated  by reference to  Registration  Statement on Form
                  S-8,  SEC File No.  33-94498 X  Incorporated  by  reference to
                  Registration Statement on Form S-8, SEC File No. 33-99060

         o        Incorporated  by reference to  Registration  Statement on Form
                  S-8, SEC File No. 33-31064

         o        Incorporated  by  reference  to  Exhibit  to  Form  8-K  dated
                  December 31, 1995, filed on March 5, 1996

         (1)      Incorporated  by  reference  from the like  numbered  exhibits
                  filed with the  Company's  Form  10-KSB for fiscal  year ended
                  June 30, 1996

(d)           Reports

                  (1) On November 15, 1996,  the Company filed a Current  Report
on Form 8-K dated October 29, 1996 reporting the  resignation of Carol Chen as a
Director of the Company effective the close of business on October 29, 1996.

                  (2) On June 13, 1997,  the Company  filed a Current  Report on
Form 8-K dated August 22, 1997,  reporting,  as the controlling  parent of GRPV,
granted an option to Monterosso as the President and Chief Executive  Officer of
NPC to acquire the GRPV Series B Shares owned by the Company.

                                                      [NM\10-KSB\97:63097KSB]-21

                                                        43

<PAGE>

                  (3) Effective July 3, 1997, the Company filed a Current Report
on Form 8-K dated July 3, 1997,  reporting the change of the Company's  auditors
from Raimondo  Pettit Group  (formerly  Raimondo Pettit & Glassman) to Haskell &
White LLP as the Company's certifying accountants.

                  (4) On August 22, 1997,  the Company filed a Current Report on
Form 8-K dated  August 22,  1997,  reporting  the sale of the GRPV D Warrants to
Monterosso.

                  (5) On September 26, 1997,  the Company filed a Current Report
on Form 8-K dated September 26, 1997,  reporting that Cleopatra Hammamet entered
into an agreement with Cedric pursuant to which Cedric and the Company agreed to
the recapitalization of Cleopatra Hammamet to enable such subsidiary to open its
casino gaming facility located in South Hammamet, Tunisia.

                                                      [NM\10-KSB\97:63097KSB]-21


<PAGE>

                                   SIGNATURES



         In accordance with Section 13 or 15 (d) of the Securities  Exchange Act
of 1934,  the  Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                        NuOASIS RESORTS, INC.
                                        (formerly, Nona Morelli's II, Inc.)

Date:  February 24, 1998                By:  /s/  Fred G. Luke
                -----                             -----------------------------
                                                  Fred G. Luke,
                                                  Chief Executive Officer

Date:  February 24, 1998                By:  /s/  Jon L. Lawver
                -----                             -----------------------------
                                                  Jon L. Lawver, President,
                                                  Fantastic Foods International,
                                                  Inc.

         In accordance with the  requirements of the Securities  Exchange Act of
1934,  this report has been signed below by the  following  persons on behalf of
the Company and in the capacities and on the dates indicated.

                                        NuOASIS RESORTS, INC.
                                        (formerly, Nona Morelli's II, Inc.)

Date:  February 24, 1998                By:  /s/  Fred G. Luke
                -----                             -----------------------------
                                                  Fred G. Luke,
                                                  Chief Executive Officer

Date:  February 24, 1998                By:  /s/  Jon L. Lawver
                -----                             -----------------------------
                                                  Jon L. Lawver, President,
                                                  Fantastic Foods International,
                                                  Inc.

                                                      [NM\10-KSB\97:63097KSB]-21