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 September 30, 1996          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 organization

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

                2 Park Plaza, Suite 470, Irvine, California 92614
                    (Address of principal executive offices)


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


         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 November 30, 1996.

                                                           Total No. of Pages:13

                                                       [NUOGAM\10Q:093096.QSB]-4

<PAGE>



                              NUOASIS GAMING, INC.
                                      INDEX


                                                                            Page

PART I. FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Consolidated Balance Sheets as of September 30, 1996
                    (unaudited) and June 30, 1996 (audited) ...............1

                  Consolidated Statements of Operations for Three Months
                    Ended September 30, 1996 and 1995 (unaudited) .........2

                  Consolidated Statements of Cash Flows for The Three
                    Months Ended September 30, 1996 and 1995 (unaudited) ..3

                  Notes to Consolidated Financial Statements ..............4

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

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings .......................................10

         Item 2.  Changes In Securities ...................................10

         Item 3.  Defaults Upon Senior Securities .........................10

         Item 4.  Submission Of Matters to a Vote of Security Holders .....10

         Item 5.  Other Information .......................................10

         Item 6.  Exhibits And Reports On Form 8-K ........................10

                                                       [NUOGAM\10Q:093096.QSB]-4

<PAGE>



                              NUOASIS GAMING, INC.
                           Consolidated Balance Sheets
                    As of September 30, 1996 (Unaudited) and
                             June 30, 1996 (Audited)

<TABLE>
<CAPTION>

                                                                                    September 30,             June 30,
                                                                                         1996                   1996
                                                                                ---------------------- ---------------------
                                                                                     (Unaudited)             (Audited)
ASSETS
<S>                                                                             <C>                    <C>

Current Assets:
 Cash and cash equivalents                                                      $               2,022  $                  84
                                                                                ---------------------- ---------------------
   Total Current Assets                                                                         2,022                     84
                                                                                ---------------------- ---------------------
TOTAL ASSETS                                                                    $               2,022  $                  84
                                                                                ====================== =====================
Current Liabilities:
 Accounts payable and accrued expenses                                          $              79,436  $             103,725
 Due to affiliates                                                                            760,198                665,371
                                                                                ---------------------- ---------------------
   Total Current Liabilities                                                                  839,634                769,096
                                                                                ---------------------- ---------------------
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                  1,700
 Preferred Stock Series B - par value $2.00;  authorized, issued
  and outstanding 250,000 shares (aggregate liquidation of $500,000)                          500,000                500,000
 Common stock - par value $.01;  authorized 30,000,000 shares;
  30,000,000 shares issued and outstanding,                                                   300,000                300,000
 Additional paid-in capital                                                                12,376,196             12,376,196
 Stockholders' receivables                                                                 (1,326,613)            (1,447,080)
 Accumulated deficit                                                                      (12,688,895)           (12,499,828)
                                                                                ---------------------- ----------------------
   Total Stockholders' Deficiency                                                            (837,612)              (769,012)
                                                                                ---------------------- ----------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
 DEFICIENCY                                                                     $               2,022  $                  84
                                                                                ====================== =====================
</TABLE>

        See accompanying notes to these consolidated financial statements

                                                       [NUOGAM\10Q:093096.QSB]-4

                                        1

<PAGE>



                              NUOASIS GAMING, INC.
                      Consolidated Statements of Operations
       For the Three Months Ended September 30, 1996 and 1995 (Unaudited)

<TABLE>
<CAPTION>


                                                                   Three Months Ended September 30,
                                                    -------------------------------------------------------------
                                                                 1996                            1995
                                                    -------------------------------  ----------------------------
                                                              (Unaudited)                     (Unaudited)
<S>                                                 <C>                              <C>

Revenues:
  Gaming                                            $                            -   $                          -
  Interest and other                                                             -                              -
                                                    -------------------------------  ----------------------------
      Totals                                                                     -                              -
                                                    -------------------------------  ----------------------------
Costs and expenses:
  Gaming operating expenses                                                      -                              -
  General and administrative                                               189,067                        290,847
                                                    -------------------------------  ----------------------------
      Totals                                                               189,067                        290,847
                                                    -------------------------------  ----------------------------
Net loss                                            $                     (189,067)  $                   (290,847)
                                                    ===============================  =============================
Net loss applicable to
 common stock                                       $                     (189,067)  $                   (290,847)
                                                    ===============================  =============================
Net loss per common share                           $                         (.01)  $                       (.01)
                                                    ===============================  =============================
Weighted average common
 shares outstanding                                                     30,000,000                     25,676,175
                                                    ===============================  ============================
</TABLE>

        See accompanying notes to these consolidated financial statements

                                                       [NUOGAM\10Q:093096.QSB]-4

                                        2

<PAGE>



                              NUOASIS GAMING, INC.
                      Consolidated Statements of Cash Flows
       For the Three Months Ended September 30, 1996 and 1995 (Unaudited)

<TABLE>
<CAPTION>


                                                                               Three Months Ended September 30,
                                                                                1996                      1995
                                                                      ------------------------  --------------
                                                                             (Unaudited)               (Unaudited)
<S>                                                                   <C>                       <C>

Operating activities:
  Net loss                                                            $              (189,067)  $              (290,847)
  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                                                         -                    90,000
      Increase (decrease) from changes in:
         Other assets                                                                       -                   (43,144)
         Accounts payable and accrued expenses                                        (24,289)                      890
         Due to affiliate                                                              94,827                   167,413
                                                                      ------------------------  -----------------------
            Net cash provided (used) in operating activities                         (118,529)                      525
                                                                      ------------------------  -----------------------
Financing activities:
  Proceeds from stockholders' receivables                                             120,467                         -
                                                                      ------------------------  -----------------------
           Net cash provided (used) by financing activities                           120,467                         -
                                                                      ------------------------  -----------------------
Net increase (decrease) in cash and cash equivalents                                    1,938                       525
Cash and cash equivalents, beginning of period                                             84                       341
                                                                      -------------------------------------------------
Cash and cash equivalents, end of period                              $                 2,022   $                   866
                                                                      ========================  =======================
Supplemental Disclosure of Cash Flow Information
  Non-cash financing activities:

      Income taxes paid                                               $                     -         $               -

      Interest paid                                                   $                     -         $               -

</TABLE>

        See accompanying notes to these consolidated financial statements

                                                       [NUOGAM\10Q:093096.QSB]-4

                                        3

<PAGE>


                              NUOASIS GAMING, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



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 three  months  ended  September  30,  1996 and  1995,  the  Company  had two
wholly-owned  subsidiaries  engaged in casino gaming and investment  development
activities.

The activities of the Company's  subsidiaries  have been primarily in the United
States.

The accompanying  unaudited condensed  consolidated financial statements include
the  accounts  of  NuOasis  Gaming,   Inc.   ("NuOasis")  and  its  wholly-owned
subsidiaries,  Ba-Mak Gaming International,  Inc. ("Ba- Mak"), formerly Phillips
Gaming  International,  Inc.,  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 condensed consolidated
financial  statements  reflect all  adjustments,  consisting of normal recurring
accruals,  necessary to present fairly the Registrant's financial position as of
September 30, 1996,  and its results of operations and cash flows for six months
then ended. Information included in the unaudited condensed consolidated balance
sheet as of September  30, 1996 has been derived from the  Registrant's  audited
consolidated  balance sheet included in the Registrant's  1996 Form 10-KSB.  The
accompanying  unaudited condensed  consolidated  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 months ended September 30, 1996 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.

                                                       [NUOGAM\10Q:093096.QSB]-4

                                        4

<PAGE>


                              NUOASIS GAMING, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



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.

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.  The Company has
received financial support from Nona of approximately $ 135,000 during the three
months ended September 30, 1996, and management estimates that Nona will need to
contribute  approximately $1 million in future financial support for the Company
to fund its operations  through the remaining of fiscal year 1997.  Accordingly,
the accompanying consolidated 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 three months
ended September 30, 1996.

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 September 30, 1996, and 1995,  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.

                                                       [NUOGAM\10Q:093096.QSB]-4

                                        5

<PAGE>


                              NUOASIS GAMING, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



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 months ended September 30, 1996
and 1995.

Reclassification of Prior Year Amounts

To enhance  comparability,  the 1995 consolidated financial statements have been
reclassified,  where  appropriate,  to  conform  with  the  financial  statement
presentation used in 1996.

Recent Accounting Development

In October 1995, the FASB adopted Statement No. 123, "Accounting for Stock-Based
Compensation."  This Statement  encourages entities to adopt a fair value method
of accounting for  stock-based  compensation  plans  including stock options and
warrants issued to employees.  For entities which do not adopt this method,  the
Statement  requires  disclosure of the effect that the  fair-value  method would
have on net income and  earnings  per share.  The  Statement  is  effective  for
transactions  entered into in fiscal  years that begin after  December 15, 1995.
The Company has not  determined  the effect of this Statement nor has it decided
when it will adopt the provisions of this Statement.

Note 2.  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.

Note 3.           Subsequent Events

Proxy Filing and Comment Letter

In February  1995,  the  Company  filed its  Schedule  14A -  Preliminary  Proxy
Material to hold a  shareholders  meeting.  Since February 1995, the Company has
received  five comment  letters  from the  Division of Corporate  Finance of the
Securities and Exchange  Commission ("SEC") regarding reports filed with the SEC
for fiscal  years 1994 and 1995 and has  responded  to all but the last  comment
letter. On October 2, 1996, the Company received its latest comment letter, with
respect to the Company's Form 10-KSB/A for fiscal year ended  September 30, 1995
and its Amended Schedule 14A - Preliminary Proxy Material.

                                                       [NUOGAM\10Q:093096.QSB]-4

                                        6

<PAGE>


                              NUOASIS GAMING, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



The Company is in the process of answering the SEC comments and does not believe
the changes that will be made in response to the  comments  will have a material
effect  on the  accompanying  financial  statements.  However,  the SEC may have
further  comments  upon  receipt  of the  Company's  response  and  there  is no
assurance as to when all comments will be cleared.

Subsequent Event - Acquisition

On June 13, 1996, Nona entered into an Option Agreement with Joseph  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 110,000 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  by at least  twenty  million  (20,000,000)  shares.  The  option  is
assignable   and  shall  expire  90  days  after  the  next  Annual  Meeting  of
Shareholders of the Registrant.

On  November  21,  1996,  the  Registrant's  Board  of  Directors  approved  the
acquisition  of NPC. The  acquisition is expected to be financed by the issuance
of securities,  however, a definitive  agreement has not been signed.  Moreover,
the  acquisition is contingent  upon the occurrence of certain events  including
but not limited to: (a) NPC shareholder  approval;  (b) exercise of that certain
option agreement between Monterosso and Nona; (c) Monterosso  securing financing
that would  allow the  exercise of the option by  Monterosso  and/or one or more
qualified  private  investors;  (d)  reaching an  agreement to sell CMA; and (e)
shareholder  approval of a proposal to increase the number of authorized  shares
of common stock of the Registrant by at least  20,000,000  shares.  There are no
assurances  that  such   transaction   will  occur,   and  because  of  on-going
negotiations and uncertainties  surrounding the realization of such transaction,
the  Registrant  cannot  determine  the  ultimate  effect  on  the  Registrant's
financial position at this time.

Change in Registrant's Directors and Officers

On November 25, 1996, the Board of Directors  elected Joseph  Monterosso to fill
one of the vacancies on the Registrant's  Board of Directors.  Additionally,  on
November 25, 1996, Fred G. Luke resigned as President and the Board of Directors
elected Joseph Monterosso to the office of President.

                                                       [NUOGAM\10Q:093096.QSB]-4

                                        7

<PAGE>


                              NUOASIS GAMING, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



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  $2,022 and $84 as of September 30, 1996 and June
30, 1996, respectively, and negative working capital of $837,612 and $769,012 as
of September 30, 1996 and June 30, 1996,  respectively.  The increase in working
capital deficiency is a direct result of the Registrant incurring  professional,
consulting and advisory  services and other overhead during the first quarter of
fiscal year 1997. 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 September 30,
1996 to finance future operations. The Registrant has received financial support
from Nona of approximately  $135,000 during the three months ended September 30,
1996, and is dependent upon Nona for future working  capital.  The  Registrant's
plan is to  continue  searching  for  additional  sources of equity and  working
capital  and new  operating  opportunities.  In the  interim,  the  Registrant's
existence  is dependent  upon  continuing  financial  support from Nona which is
estimated to be  approximately  $1 million for the remaining of fiscal year 1997
based upon  agreements and obligations the Registrant has at September 30, 1996.
Such  conditions  raise  substantial  doubt  about the  Registrant's  ability to
continue as a going concern. As such, the Registrant's  independent  accountants
have modified their report to include an  explanatory  paragraph with respect to
such uncertainty.

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.

Subsequent Event - Acquisition

On June 13, 1996, Nona entered into an Option Agreement with Joseph  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 110,000 shares.

                                                       [NUOGAM\10Q:093096.QSB]-4

                                        8

<PAGE>


                              NUOASIS GAMING, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



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  by at least  twenty  million  (20,000,000)  shares.  The  option  is
assignable   and  shall  expire  90  days  after  the  next  Annual  Meeting  of
Shareholders of the Registrant.

On  November  21,  1996,  the  Registrant's  Board  of  Directors  approved  the
acquisition  of NPC. The  acquisition is expected to be financed by the issuance
of securities,  however, a definitive  agreement has not been signed.  Moreover,
the  acquisition is contingent  upon the occurrence of certain events  including
but not limited to: (a) NPC shareholder  approval;  (b) exercise of that certain
option agreement between Monterosso and Nona; (c) Monterosso  securing financing
that would  allow the  exercise of the option by  Monterosso  and/or one or more
qualified  private  investors;  (d)  reaching an  agreement to sell CMA; and (e)
shareholder  approval of a proposal to increase the number of authorized  shares
of common stock of the Registrant by at least  20,000,000  shares.  There are no
assurances  that  such   transaction   will  occur,   and  because  of  on-going
negotiations and uncertainties  surrounding the realization of such transaction,
the  Registrant  cannot  determine  the  ultimate  effect  on  the  Registrant's
financial position at this time.

Results of Operations

Comparison of the Three Months Ended September 30,  1996  to  the  Three  Months
Ended September 30, 1995

There  were no gaming or other  revenue  producing  operations  during the three
months ended  September 30, 1996.  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 three months ended September 30, 1996 and 1995.

Total General and  Administrative  expenses  decreased by $101,780 or 35% during
the quarter  ended  September 30, 1996 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.

Cash used in  operating  activities  decreased  to $118,529 for the three months
ended September 30, 1996 from $525 cash provided by operating activities 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.

Cash provided by financing activities increased to $120,467 for the three months
ended  September 30, 1996 from $0 for the comparable  period last year which was
primarily attributable to proceeds received from stockholder's  receivables.  Of
the $120,467  proceeds  received,  approximately  $80,000 was received  from the
former President for repayment of a note receivable.

                                                       [NUOGAM\10Q:093096.QSB]-4

                                        9

<PAGE>


                              NUOASIS GAMING, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



PART II:          OTHER INFORMATION

Item 1.           Legal Proceedings

Since June 30, 1996,  the  Registrant  knows of no  significant  changes for the
quarter ended  September  30, 1996,  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

                  None.

                                                       [NUOGAM\10Q:093096.QSB]-4

                                       10

<PAGE>


                              NUOASIS GAMING, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                   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: December 3, 1996                 By:  /s/  Joseph Monterosso
                                           ------------------------------------
                                                  Joseph Monterosso,
                                                  President and Director



Dated: December 3, 1996                 By:  /s/  Fred G.  Luke
                                           ------------------------------------
                                                  Fred G. Luke, Director



Dated: December 3, 1996                 By:  /s/  Steven H.  Dong
                                           ------------------------------------
                                                  Steven H.  Dong,
                                                  Chief Financial Officer

                                                       [NUOGAM\10Q:093096.QSB]-4

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