SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For The Quarter Ended March 31, 1997             Commission File No.    0-18224

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

                                    Delaware
                (State or other jurisdiction of incorporation or
                                or organization)

                                   95-4176781
                     (I.R.S. Employer Identification Number)

                   2 Park Plaza, Suite 470, Irvine, California
                    (Address of principal executive offices)

                                     92614
                                   (Zip Code)

                                 (714) 833-5382
              (Registrant's telephone number, including area code)

                                       N/A
                 (Former Address, if changed since last report)

                                      N/A
                (Former Zip Code, if changed since last report)

                                       N/A
             (Former telephone number, if changed since last report)

         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 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 X            No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of capital stock, as of the latest practicable date.

         Common Stock $.01 par value;  30,000,000 shares as of March 31, 1997.

                                                       [NUOGAM\10Q\:33197.QSB]-6

<PAGE>



                              NUOASIS GAMING, INC.
                                      INDEX

                                                                            Page

                                     PART I

Item 1.           Financial Statements

                  Consolidated Condensed Balance Sheet as of
                    March 31, 1997 (unaudited)                             1

                  Consolidated Condensed Statements of Operations
                    for the Three and Nine Months Ended March 31, 1997
                    and 1996 (unaudited)                                   2

                  Consolidated Condensed Statements of Cash Flows
                    for the Nine Months Ended March 31, 1997 and 1996
                    (unaudited)                                            3

                  Notes to Consolidated Condensed Financial Statements     4

Item 2.           Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                    8

                                     PART II

Item 1.           Legal Proceedings........................................9

Item 2.           Changes In Securities....................................9

Item 3.           Defaults Upon Senior Securities..........................9

Item 4.           Submission Of Matters to a Vote of Security Holders......9

Item 5.           Other Information........................................9

Item 6.           Exhibits And Reports On Form 8-K.........................9

                  Signatures...............................................10

                                                       [NUOGAM\10Q\:33197.QSB]-6

<PAGE>

<TABLE>
<CAPTION>

                              NUOASIS GAMING, INC.
                      Consolidated Condensed Balance Sheet
                        As of March 31, 1997 (Unaudited)


                                                                                     March 31,
                                                                                       1997
                                                                                    (Unaudited)
                                                                              ----------------------
<S>                                                                           <C>

ASSETS
Current Assets:
 Cash and cash equivalents                                                    $                5,750
                                                                              ----------------------
      Total Current Assets                                                                     5,750
                                                                              ----------------------
Fixed assets
 Equipment                                                                                    89,090
   Less accumulated depreciation                                                             (48,268)
      Total Fixed Assets, net                                                                 40,822
Intangible asset
 Software                                                                                    200,037
   Less accumulated amortization                                                            (170,531)
      Total Intangible Asset, net                                                             29,506
                                                                              ----------------------
Other assets                                                                                   7,529
                                                                              ----------------------
TOTAL ASSETS                                                                  $               83,607
                                                                              ======================
Current Liabilities:
 Accounts payable                                                             $              767,343
 Loans payable                                                                               979,030
 Due to affiliates                                                                         1,569,847
 Accrued expenses and accrued interest                                                       367,167
                                                                              ----------------------
      Total Current Liabilities                                                            3,683,387
Commitments And Contingencies                                                                      -
Long Term Liabilities:
 Notes payable                                                                             1,200,000
                                                                              ----------------------
      Total Long Term Liabilities                                                          1,200,000
                                                                              ----------------------
      Total Liabilities                                                                    4,883,387
                                                                              ----------------------
Stockholders' Deficiency:
 Preferred stock - par value $.01;  authorized  1,000,000 shares; 14% cumulative
  convertible; issued and outstanding 170,000
  shares (aggregate liquidation of $170,000)                                                   1,700
 Preferred Stock Series B - par value $2.00;  authorized, issued
  and outstanding 250,000 shares (aggregate liquidation of $500,000)                         500,000
 Common stock - par value $.01;  authorized 30,000,000 shares;
  30,000,000 shares issued and outstanding                                                   300,000
 Additional paid-in capital                                                               12,376,196
 Stockholders' receivables                                                                (1,375,963)
 Accumulated deficit                                                                     (16,601,713)
                                                                              -----------------------
      Total Stockholders' Deficiency                                                      (4,799,780)
TOTAL LIABILITIES AND STOCKHOLDERS'
 DEFICIENCY                                                                   $               83,607
                                                                              =======================
</TABLE>

   See accompanying notes to these consolidated condensed financial statements

                                                       [NUOGAM\10Q\:33197.QSB]-6

                                                         1

<PAGE>

<TABLE>
<CAPTION>

                              NUOASIS GAMING, INC.
                 Consolidated Condensed Statements of Operations
     For the Three and Nine Months Ended March 31, 1997 and 1996 (Unaudited)




                                                  Three Months Ended                            Nine Months Ended
                                                      March 31,                                     March 31,
                                        ---------------------------------------      --------------------------------------
                                               1997                1996                     1997               1996
                                        ------------------- -------------------      ------------------ -------------------
                                            (Unaudited)         (Unaudited)              (Unaudited)        (Unaudited)
                                        ------------------- -------------------      ------------------ -------------------
<S>                                     <C>                 <C>                      <C>                <C>

Revenues:
  Gaming                                $                -  $                -       $               -  $                -
                                        ------------------- -------------------      ------------------ ------------------
      Totals                                             -                   -                       -                   -
                                        ------------------- -------------------      ------------------ ------------------
Costs and expenses:
  General and administrative                        306,594            200,196                 707,105              504,581
  Depreciation and amortization                      13,329                      -             13,329              360,001
  Interest expense                                  63,344                       -             63,344                        -
  Write down of goodwill                                 -                   -               3,318,107                   -
                                        ------------------- -------------------      ------------------ ------------------
      Totals                                       383,267             200,196               4,101,885             864,582
                                        ------------------- -------------------      ------------------ ------------------
Net loss                                $         (383,267) $         (200,196)      $      (4,101,885) $         (864,582)
                                        =================== ===================      ================== ===================
Net loss applicable to
 common stock                           $         (389,217) $         (206,146)      $      (4,119,735) $         (882,432)
                                        =================== ===================      ================== ===================
Net loss per common share               $             (.01) $             (.01)      $            (.14) $             (.03)
                                        =================== ===================      ================== ===================
Weighted average common
 shares outstanding                             30,000,000          29,651,740              30,000,000          27,634,312
                                        =================== ===================      ================== ===================

</TABLE>

   See accompanying notes to these consolidated condensed financial statements

                                                       [NUOGAM\10Q\:33197.QSB]-6

                                                         2

<PAGE>

<TABLE>
<CAPTION>

                              NUOASIS GAMING, INC.
                 Consolidated Condensed Statements of Cash Flows
          For the Nine Months Ended March 31, 1997 and 1996 (Unaudited)



                                                                                          Nine Months Ended
                                                                                              March 31,
                                                                                    1997                    1996
                                                                           ----------------------- -----------------------
                                                                                 (Unaudited)             (Unaudited)
                                                                           ----------------------- -----------------------
<S>                                                                        <C>                     <C>

Operating activities:
  Net loss                                                                 $           (4,101,885) $             (864,582)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Effect of common shares issued for payment of services                                    -                  76,213
      Depreciation and amortization                                                            13,329             360,001
      Write off of goodwill                                                             3,318,107                       -
      Increase (decrease) from changes in:                                                                              -
         Other assets                                                                           (2,254)           (25,565)
         Accounts payable and accrued expenses                                             88,463                 251,037
         Due to affiliate                                                                 531,097                  87,642
                                                                           ----------------------- -----------------------
            Net cash provided (used) in operating activities                             (153,143)               (115,254)
                                                                           ----------------------- -----------------------
Financing activities:
  Proceeds from stockholders' receivables                                                 121,259                  90,000
  Proceeds from stockholders' loans                                                        37,550                       -
  Proceeds from issuance of securities                                                                   -         25,500
                                                                           ----------------------------------------------
           Net cash provided (used) by financing activities                               158,809                 115,500
                                                                           ----------------------- ----------------------
Net increase (decrease) in cash and cash equivalents                                              5,666               246
Cash and cash equivalents, beginning of period                                                 84                     341
                                                                           ----------------------- ----------------------
Cash and cash equivalents, end of period                                   $                5,750  $                  587
                                                                           ======================= =======================
Supplemental Disclosure of Cash Flow Information Cash paid during the year for:

      Income taxes                                                         $                    -  $                    -
      Interest                                                             $                    -  $                    -
 Non-cash investing and financing activities:
      Purchase of NPC (Note 2) for notes payable                           $            1,200,000  $                    -
      Purchase of NPC (Note 2) for accrued liability                       $              125,000  $                    -

</TABLE>

   See accompanying notes to these consolidated condensed financial statements

                                                       [NUOGAM\10Q\:33197.QSB]-6

                                                                 3

<PAGE>


                              NUOASIS GAMING, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           MARCH 31, 1997 (Unaudited)

Note 1.       General

Principles of Consolidation

NuOasis Gaming,  Inc. and its subsidiaries (the "Company" or the  "Registrant"),
operated as a holding company for leisure and entertainment  related businesses.
NuOasis Gaming,  Inc. was incorporated in the State of Delaware in 1987.  During
the  quarter  ended  March  31,  1997,   the  Company  had  three   wholly-owned
subsidiaries  engaged  in gaming  and  investment  development  activities.  The
activities  of the  Company's  subsidiaries  have been  primarily  in the United
States.

The accompanying  unaudited  consolidated condensed financial statements include
the  accounts  of  NuOasis  Gaming,   Inc.   ("NuOasis")  and  its  wholly-owned
subsidiaries,  National  Pools  Corporation  ("NPC")  (Note  2),  Ba-Mak  Gaming
International,  Inc. ("Ba-Mak"),  formerly Phillips Gaming International,  Inc.,
and, Casino Management of America, Inc. ("CMA"); the accounts of CMA include its
wholly-owned  subsidiaries,  NuOasis Las Vegas, Inc. ("NuOasis Las Vegas"),  and
NuOasis  Laughlin,  Inc.  ("NuOasis  Laughlin").  As used  herein,  collectively
referred to as the  "Registrant" or the "Company"  unless the context  indicates
otherwise.  All  material  intercompany  accounts  and  transactions  have  been
eliminated in consolidation.

In the opinion of management,  the accompanying unaudited consolidated condensed
financial  statements  reflect all  adjustments,  consisting of normal recurring
accruals,  necessary to present fairly the Registrant's financial position as of
March 31, 1997, and its results of operations and cash flows for the nine months
then ended. Information included in the unaudited consolidated condensed balance
sheet  as of March  31,  1997 has been  derived  from the  Registrant's  audited
consolidated  balance sheet included in the Registrant's  1996 Form 10-KSB.  The
accompanying  unaudited  consolidated  condensed financial  statements should be
read in  conjunction  with  the  consolidated  financial  statements  and  other
information in the fiscal 1996 Form 10-KSB.  The unaudited results of operations
for the  three  and  nine  months  ended  March  31,  1997  are not  necessarily
indicative of the operating results for the full year.

Management Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Bankruptcy Filing of Ba-Mak Gaming International, Inc.

Ba-Mak was  incorporated  in  Louisiana  on  December  15,  1992 to conduct  the
Company's gaming operations, including gaming machine route operations and sales
of  gaming  equipment.  On April 8,  1993,  Ba-Mak  received  approval  from the
Louisiana  Gaming  Regulatory  Division  to become a licensed  distributor/route
operator for electronic video bingo machines.

In  October  1994,  Ba-Mak  filed for  protection  under  Chapter 11 of the U.S.
Bankruptcy Code in the Eastern District of Louisiana. While under the protection
of Chapter 11, Ba-Mak  continued to operate as a charitable bingo route operator
in  Louisiana  as   Debtor-in-Possession.   It  was  management's  objective  to
reorganize  Ba-Mak's  debt  under  Chapter  11 and  fully  continue  its  gaming
operations.  Accordingly,  Ba-Mak was  accounted  for as a continuing  operation
during fiscal 1995.

On April  20,  1995,  upon  motion  from the  United  States  Trustee,  an order
converting  the case to  Chapter  7 was  issued  and a  Chapter  7  Trustee  was
appointed.  The trustee took possession of Ba-Mak's assets and is in the process
of liquidating  such assets for the benefit of Ba-Mak's  bankruptcy  estate.  As
such, all gaming  operations at Ba-Mak ceased and,  accordingly,  were accounted
for as a disposition  of an investment  during fiscal 1995 which resulted in (a)
the write off of  $1,056,978  and  $1,415,050  of total assets and  liabilities,
respectively;  and (b) a net loss on  disposal  of  investment  in the amount of
approximately  $140,949.  Gaming  revenues  with  respect to Ba-Mak  were $0 and
$884,077 during fiscal years 1996 and 1995, respectively,  and will not recur in
future years.

                                                       [NUOGAM\10Q\:33197.QSB]-6

                                                                 4

<PAGE>


                              NUOASIS GAMING, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           MARCH 31, 1997 (Unaudited)

Going Concern

The Company has experienced  recurring net losses, has limited liquid resources,
negative  working  capital and its primary  operating  subsidiary was liquidated
during the fiscal year 1995.  Management's  intent is to continue  searching for
additional sources of capital and new operating  opportunities.  In the interim,
the Company will continue operating with minimal overhead and key administrative
functions  will be provided by an affiliate,  NuVen  Advisors and National Pools
Corporation (See Note 2). The Company has received  financial  support from Nona
Morelli's II, Inc. ("Nona"),  the Registrant's  controlling parent company,  and
management estimates that Nona will need to contribute financial support for the
Company  to fund its  operations  through  the  remainder  of fiscal  year 1997.
Accordingly,   the  accompanying   unaudited  consolidated  condensed  financial
statements have been presented under the assumption the Company will continue as
a going concern.

Issuance of Stock for Services

Shares of the  Company's  common  stock  issued for  services  are  recorded  in
accordance  with APB16 at the fair market  value of the stock issued or the fair
market  value of the  services  provided,  whichever  value is the more  clearly
evident.  The value of the  services are  typically  stipulated  by  contractual
agreements.  There were no shares  issued for services  during the quarter ended
March 31, 1997.

Loss per Common Share

Loss per common  share is  computed  based on the net loss for each  period,  as
adjusted for  dividends  required on preferred  stock ($5,950 and $5,950 for the
three  months  ended March 31, 1997,  and 1996,  respectively)  and the weighted
average number of common shares  outstanding.  Common stock equivalents were not
considered  in the loss per share  calculations,  as the effect  would have been
anti-dilutive.

Income Taxes

The Company accounts for income taxes using the liability  method.  Income taxes
are provided on all revenue and expense items, regardless of the period in which
such items are recognized for tax purposes,  except for those items representing
a permanent  difference  between pre-tax accounting income and taxable income. A
valuation  allowance is recorded  when it is more likely than not that  benefits
resulting from deferred tax assets will not be realized.

Revenue Recognition

There were no gaming  revenues  during the three and nine months ended March 31,
1997 and 1996.

Reclassification of Prior Year Amounts

To enhance comparability, the fiscal 1996 consolidated financial statements have
been reclassified,  where appropriate,  to conform with the financial  statement
presentation used in fiscal 1997.

Note 2.           Acquisition

On June 13, 1996, Nona entered into an Option  Agreement  ("Option") with Joseph
Monterosso  ("Monterosso"),  President of National Pools Corporation ("NPC"), an
individual  previously  unrelated to the  Registrant  or Nona,  and granted such
individual  an option to purchase the 250,000  Series B Preferred  Shares of the
Registrant  owned by Nona at a purchase price of $13.00 per share, or a total of
$3,250,000, with a minimum purchase of 95,000 shares.

The  exercise  of the  option is  conditioned  upon  shareholder  approval  of a
proposal  to increase  the  authorized  number of shares of common  stock of the
Registrant.  The option  shall  expire 90 days after the next Annual  Meeting of

                                                       [NUOGAM\10Q\:33197.QSB]-6

                                                                 5

<PAGE>


                              NUOASIS GAMING, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           MARCH 31, 1997 (Unaudited)

Shareholders  of  the  Registrant.  Monterosso  has  subsequently  conditionally
assigned  his rights  under the  option as to 95,000  Series B Shares to certain
shareholders  of NPC and other  investors,  leaving  him with  rights  under the
option to purchase 155,000 Series B Shares.

On  November  21,  1996,  the  Registrant's  Board  of  Directors  approved  the
acquisition  of NPC. On December 24, 1996 NuOasis  executed and closed the Stock
Purchase  Agreements  with each of the  shareholders of NPC pursuant to which it
agreed  to issue a series of  Secured  Promissory  Notes  (the  "Notes")  in the
aggregate  amount of $1,200,000 and 1,000,000  shares of its common stock to the
NPC  shareholders  in exchange for all of the issued and  outstanding  shares of
capital  stock of NPC.  The Notes are  convertible  into a total of  241,900,000
shares of NuOasis'  common  stock  contingent  upon NPC's  operations  achieving
certain  financial  goals  over the next  several  fiscal  years.  The Notes are
non-recourse  to NuOasis and secured by the assets of NPC,  bear  interest at 8%
per  annum,  and are due and  payable  on May 31,  1999.  Under the terms of the
Notes, for every $250,000 of net annual operating income achieved by NPC, $7,500
in  principal  amount of the Notes may be  converted  into  1,511,875  shares of
restricted  NuOasis common stock. As part of this acquisition,  Nona and NuOasis
agreed to a debt  assumption  agreement  whereby all  NuOasis  debt in excess of
$20,000 on December 24, 1996 will be assumed by Nona, except for amounts owed to
NuVen  Advisors,  Inc.,  an  affiliate , and Fred G. Luke,  Chairman  and former
President,  which are to be converted into shares of NuOasis  common stock:  the
conversion  rate is based upon the  prevailing  market  price on the date of the
next NuOasis Shareholder's Meeting.

NPC was formed in 1993 for the purpose of  developing  and operating a system to
facilitate  participation  in group play in state lotteries in the United States
and the lotteries of foreign  countries.  The program developed by NPC was named
"Hit-LottoTM".  The  Hit-LottoTM  program uses debit cards,  telecommunications,
Internet  Website,  and  proprietary  computer  software to organize  and market
lottery pools for lottery  players who  participate in various state  lotteries.
Since inception NPC's operations have been devoted  primarily to the formulation
and design of the  telecommunication  and  computer  technology  to support  the
Hit-LottoTM  program. In August,  1994,  Hit-LottoTM was tested in the San Diego
market: development is ongoing.

The audited  financial  statements  of NPC as of December  31, 1995 and the year
then ended are incorporated by reference filed with the Registrant's  Form 8-K/A
(SEC File No.  000-18224).  Such audit  reports  explain  that  NPC's  financial
statements have been prepared assuming that NPC will continue as a going concern
and that such statements do not include any  adjustments  that may result in the
event it is  unable  to do so.  The  audited  financial  statements  of NPC also
reflect that it has incurred  operating  losses of $2,401,992 from its inception
and had negative working capital of $1,581,827, as of December 31, 1995.

Subject  to the  exercise  of the  Option  and the sale by Nona of the  Series B
Shares,  NuOasis  has agreed to fund NPC's  future  operations.  Exercise of the
Option  is  contingent  upon  the  approval  of  an  amendment  to  the  NuOasis
Certificate of  Incorporation  allowing for its  authorized  capital stock to be
increased to have sufficient shares of its common stock available for conversion
of the Notes.  Upon such Amendment to the NuOasis  Certificate of Incorporation,
and the acquisition of the Series B Shares, there will be a change of control of
NuOasis.  If the NuOasis  shareholders  do not  approve  such  Amendment  to the
Certificate  of  Incorporation  it is unlikely  that the Series B Shares will be
acquired  pursuant to the Option and, in this event, NPC may not have sufficient
working capital to "roll out" the Hit-LottoTM program on a commercial basis, and
there will not be a change of control of  NuOasis.  The  Transaction  is divided
into three phases and summarized as follows:

     Phase I :    Acquisition of NPC, which closed on December 24, 1996

         On December  24, 1996 NuOasis  executed  and closed the Stock  Purchase
         Agreements  with each of the  shareholders  of NPC pursuant to which it
         issued a series of the Secured Promissory Notes in the aggregate amount
         of $1,200,000 and a promise to issue  1,000,000  shares of common stock
         of NuOasis to the NPC  shareholders  in exchange  for all of the issued
         and outstanding shares of capital stock of NPC.

                                                       [NUOGAM\10Q\:33197.QSB]-6

                                                                 6

<PAGE>


                              NUOASIS GAMING, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           MARCH 31, 1997 (Unaudited)

     Phase II:    Exercise of 95,000 Series B Shares

         Holders of the Option  exercise the option to purchase  95,000 Series B
         Shares,  at $13.00 per share,  by  payment to Nona of  $1,235,000.  The
         95,000  Series B Shares so acquired may then  immediately  be converted
         into  7,410,000  shares  of  restricted  NuOasis  common  stock  at the
         election of the holders.

         Subject to the exercise of the Option as to the 95,000 Series B Shares,
         NuOasis has agreed to sell its  wholly-owned  subsidiary,  CMA, to Nona
         for  $1,235,000.  Upon the sale of CMA,  NuOasis  intends to contribute
         most if not all of the  proceeds of the sale of CMA to NPC,  its wholly
         owned  subsidiary,  for working capital.  Phase II is expected to occur
         following  the next NuOasis  Shareholders'  Meeting.  As of the date of
         this Report there has been no Shareholders' Meeting held.

     Phase III:   Exercise of 155,000 Series B Shares

         Following  the  initial  exercise  of 95,000  Series B Shares,  if such
         exercise  occurs,  there  will be  remaining  155,000  Series  B Shares
         available under the Option.  If exercised,  the 155,000 Series B Shares
         could  immediately be converted  into  12,090,000  common  shares.  The
         exercise and sale of such  remaining  Series B Shares will result in an
         additional $2,015,000 in proceeds to Nona which Nona intends to utilize
         to  satisfy  any  intercompany  payables  owed  to  NuOasis  of  up  to
         $1,765,000 as of the date Phase III occurs.  No amounts are expected to
         be owed by Nona to NuOasis  assuming  Phase II occurs,  therefore,  the
         entire  $1,765,000 is expected to be a payment from Nona to NuOasis for
         a release of liability, if any, for events while it controlled NuOasis.
         Phase III is expected to occur  following Phase II and the next NuOasis
         Shareholders'  Meeting. As of the date of this Report there has been no
         Shareholders' Meeting held.

Basis of Presentation

As of March 31,  1997,  Phase I has occurred  and  accordingly  Phase I has been
reflected  in  the  accompanying   unaudited  condensed  consolidated  financial
statements.  The Phase II and III portions of the acquisition  will be reflected
and  recorded  at such time when the  events  included  in Phase II and III have
occurred; these events are expected to occur only subsequent to the next NuOasis
Shareholders'  Meeting.  As of the  date  of  this  Report  there  has  been  no
Shareholders' Meeting held. The acquisition has been recorded as a purchase with
NuOasis  Gaming as the  accounting  acquiror.  Since  conversion of the Notes is
based upon future  earnings of NPC, which is in itself based upon the success of
the  Hit-Lottotm  program,  a  developmental  business,  the  probability of the
conversion is undeterminable  and uncertain.  Although control of NuOasis Gaming
may be transferred to the NPC shareholders  upon conversion of the Notes, due to
this  uncertainty,  the  acquisition of NPC has been accounted for as a purchase
with NuOasis Gaming deemed the accounting acquiror.

Note 3.           Stockholders' Receivables

Stockholders'  Receivables  relates  primarily  to a  receivable  from  Nona  in
connection  with the  acquisition  of CMA and has been  reclassified  to  equity
because the  repayment of the  receivable  is at the  discretion of Nona and the
Company.  The Company is dependent  upon Nona for  continued  financial  support
(Note 1), and Nona historically and currently  provides financial support to the
Company.  The Company believes that Nona has the ability and intent to repay the
receivable or will offset the receivable  against any amounts due to Nona by the
Company, or alternatively,  the receivable will be sold back to Nona under Phase
II (Note 2).

                                                       [NUOGAM\10Q\:33197.QSB]-6

                                                                 7

<PAGE>



ITEM 2:       MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

Liquidity and Capital Resources

The  Registrant  has incurred net losses and negative cash flows from  operating
activities  since  its  inception  in  1988.  The  Registrant  had cash and cash
equivalents  of  approximately  $5,750 and $84 as of March 31, 1997 and June 30,
1996,  respectively,  and negative working capital of $3,677,637 and $769,012 as
of March 31,  1997 and June 30,  1996,  respectively.  The  increase  in working
capital  deficiency  is a direct  result of the  acquisition  of NPC,  discussed
below,  whereby the Registrant  assumed  current  liabilities in the approximate
amount of $2.1 million as part of acquiring  NPC. As of the date of this Report,
the Registrant has no material commitments for capital expenditures.

As a result  of the  Registrant  having no  revenue  producing  activities,  the
Registrant had limited cash and cash equivalents  remaining as of March 31, 1997
to finance future operations. The Registrant has received financial support from
Nona and NPC,  and is  dependent  upon  them for  future  working  capital.  The
Registrant's plan is to continue  searching for additional sources of equity and
working  capital and  consummating  the remaining  phases of the NPC acquisition
(see Note 2 of the  footnotes to  accompanying  unaudited  financial  statements
included elsewhere herein at Item 1). In the interim, the Registrant's existence
is  dependent  upon  continuing  financial  support  from  Nona  and NPC for the
remainder of fiscal year 1997. Such conditions raise substantial doubt about the
Registrant's ability to continue as a going concern.

As of the date of filing this Report,  Ba-Mak's  operations had ceased following
the  bankruptcy  court's  conversion  in April 1995 of its Chapter 11 proceeding
into a proceeding  under Chapter 7 of the Bankruptcy Code. The Chapter 7 Trustee
took  possession of Ba-Mak's  assets and is in the process of  liquidating  such
assets for the  benefit  of  Ba-Mak's  bankruptcy  estate.  As such,  all gaming
operations  at Ba-Mak  ceased and  accordingly,  Ba-Mak was  accounted  for as a
disposition  of an investment  during fiscal year 1995.  Gaming  revenues in the
amount of  $884,077  for the year ended  September  30, 1995 from Ba-Mak are not
expected  to  recur  in  future  years  due to the  Chapter  7  bankruptcy.  The
Registrant  is  also  pursuing  other  joint  venture,   merger  or  acquisition
opportunities which may provide additional capital resources during fiscal 1997.

Acquisition

On December 24, 1996, Phase I of the NPC acquisition occurred (see Note 2 of the
footnotes to accompanying  unaudited  financial  statements  included  elsewhere
herein at Item 1).

Results of Operations

Comparison  of  the  Three Months Ended March 31, 1997 to the Three Months Ended
March 31, 1996

There were no gaming or other revenue  producing  operations  during the quarter
ended March 31, 1997. The  Registrant's  gaming  operations  ceased during April
1995 upon  commencement  of  Ba-Mak's  Chapter 7  bankruptcy  liquidation.  As a
result,  there were no gaming  revenues or gaming  costs or expenses  during the
quarter ended March 31, 1997 and 1996.

Total General and  Administrative  expenses  increased by $106,398 or 53% during
the quarter ended March 31, 1997 as compared to the same period last year. Since
there were no operations during the quarter, General and Administrative expenses
comprised  mostly of professional,  consulting and advisory fees.  Additionally,
the acquisition of NPC contributed to the increase of General or  Administrative
expenses since Phase I of the acquisition occurred on December 24, 1996.

Depreciation  and Amortization  expense  increased by $13,329 during the current
quarter  which was a direct  result of acquiring  depreciable  assets in the NPC
acquisition,  whereas there were no  depreciable  assets during the same quarter
last year.

Interest  expense  increased by $63,344  during the current  quarter which was a
result from issuing and  acquiring  interest  bearing debt  associated  with the
acquisition of NPC.

                                                       [NUOGAM\10Q\:33197.QSB]-6

                                                                 8

<PAGE>



Comparison  of  the  Nine  Months  Ended March 31, 1997 to the Nine Months Ended
March 31, 1996

There  were no gaming or other  revenue  producing  operations  during  the nine
months ended March 31, 1997. The Registrant's  gaming  operations  ceased during
April 1995 upon commencement of Ba-Mak's Chapter 7 bankruptcy liquidation.  As a
result,  there were no gaming  revenues or gaming  costs or expenses  during the
nine months ended March 31, 1997 and 1996.

Total General and  Administrative  expenses  increased by $202,524 or 40% during
the nine  months  ended March 31, 1997 as compared to the same period last year.
Since there were no  operations  during the period,  General and  Administrative
expenses  comprised  mostly  of  professional,  consulting  and  advisory  fees.
Additionally,  the  acquisition of NPC contributed to the increase of General or
Administrative  expenses since Phase I of the  acquisition  occurred on December
24, 1996.

Depreciation  and  Amortization  expenses  decreased by $346,672 during the nine
months  ended March 31,  1997 as  compared  to the same  period  last year.  The
decrease  is  primarily  attributable  to  the  final  amortization  of  certain
investments  held  in  December  of  last  year,   whereas  there  was  no  such
amortization this year.

Interest expense  increased by $63,344 during the period which was a result from
issuing and acquiring  interest  bearing debt associated with the acquisition of
NPC.

As a result of the NPC  acquisition,  the excess of the purchase  price over the
fair market value of the net assets  acquired was  approximately  $3,318,107 and
was assumed to be  allocated  to  goodwill.  Due to the  Registrant's  and NPC's
historical negative cash flows from operations and working capital deficit,  the
goodwill of $3,318,107  was  immediately  written off due to the  uncertainty of
realizing any future benefit from this asset. There was no such write off during
the comparable period last year.

Cash used in  operating  activities  increased  to $153,143  for the nine months
ended March 31, 1997 from $115,254 for the comparable period last year which was
primarily   attributable  to  the  Chapter  7  bankruptcy   proceedings  of  the
Registrant's operating subsidiary which commenced April 20, 1995.  Additionally,
payments for professional services contributed to the increase.

Cash provided by financing  activities increased to $158,809 for the nine months
ended March 31, 1997 from $115,500 for the comparable period last year which was
primarily  attributable to proceeds received from stockholder's  receivables and
loans. Of the $158,809  proceeds  received,  approximately  $80,000 was received
from the former  President for repayment of a note receivable and  approximately
$37,500 was received from NPC affiliates.

PART II:      OTHER INFORMATION

Item 1.       Legal Proceedings

The Registrant  knows of no significant  changes for the nine months ended March
31,  1997,  in the status of the pending  litigation  as described in the fiscal
year 1996 Form 10-KSB, filed on or about November 22, 1996.

Item 2.       Changes In Securities: None

Item 3.       Defaults Upon Senior Securities: None

Item 4.       Submission Of Matters To A Vote Of Security Holders: None

Item 5.       Other Information: None

Item 6.       Exhibits And Reports On Form 8-K

              Exhibit No.     Description
              -----------     -------------------------------------------------
                   27         Financial Data Schedule

                                                       [NUOGAM\10Q\:33197.QSB]-6

                                                                 9

<PAGE>



                                   SIGNATURES



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                        NUOASIS GAMING, INC.

Dated: May 1, 1997                      By:  /s/  Joseph Monterosso
           -                                      -----------------------------
                                                  Joseph Monterosso,
                                                  President and Director,
                                                  NuOasis Gaming, Inc. and
                                                  Principal Accounting Person,
                                                  National Pools Corporation

Dated: May 1, 1997                      By:  /s/  Fred G. Luke
           -                                      -----------------------------
                                                  Fred G. Luke, Chairman
                                                  NuOasis Gaming, Inc.

Dated: May 1, 1997                      By:  /s/  Steven H. Dong
           -                                      -----------------------------
                                                  Steven H. Dong,
                                                  Chief Financial Officer and
                                                  Principal Accounting Person,
                                                  NuOasis Gaming, Inc.

                                                       [NUOGAM\10Q\:33197.QSB]-6

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