MORELLIS NONA II INC
8-K, 1996-11-15
MISCELLANEOUS AMUSEMENT & RECREATION
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                                    FORM 8-K


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


                                 CURRENT REPORT


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

Date of Report (Date of earliest event reported):      October 29, 1996


                             NONA MORELLI'S II, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Colorado
                    (State of incorporation or organization)

            0-18377                             84-1126818
   ------------------------        ------------------------------------
   (Commission File Number)        (I.R.S. Employee Identification No.)

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

Registrant's telephone number, including area code:     (714) 833-5381

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

                                                        Total number of pages: 5

<PAGE>



Item 1. Changes in Control of Registrant.

                  N/A


Item 2. Acquisition or Disposition of Assets.

                  N/A

Item 3. Bankruptcy or Receivership.

                  N/A


Item 4. Changes in Registrant's Certifying Accountant.

                  N/A


Item 5. Other Events.

                  N/A


Item 6. Resignation of Registrant's Directors.

                  Effective  the close of business on October  29,  1996,  Carol
Chen  resigned  as a  Director  of the  Registrant  in  order  to  pursue  other
opportunities. There was no disagreements between the Registrant and Ms. Chen at
the time of her resignation. The letter of resignation is attached as an Exhibit
to this Current Report on Form 8-K.


Item 7. Financial Statements and Exhibits.

          (a)  Financial Statements - None

          (b)  Exhibits

               1.   Carol Chen's Resignation Letter dated October 29, 1996


Item 8. Change in Registrant's Fiscal Year.

                  N/A

                                        2

<PAGE>



                                    SIGNATURE



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

                                        NONA MORELLI'S II, INC.
                                        (Registrant)



Dated:  November __, 1996               By:  /s/  Fred G. Luke
                                           -----------------------------------
                                                  Fred G. Luke,
                                                  Chief Executive Officer

                                        3

<PAGE>



                                    EXHIBIT 1

             CAROL CHEN'S RESIGNATION LETTER DATED OCTOBER 29, 1996


                                        4




                                   Carol Chen
                                8051 Bowcock Road
                          Richmond, B.C. Canada V6Y 1C1



                                 October 29, 1996



Board of Directors
NONA MORELLI'S II INC.
2 Park Plaza, Suite 470
Irvine, California  92614

Gentlemen:

     I hereby resign as Director of Nona  Morelli's II, Inc. (the  "Company") to
be effective as of the date hereof.

     My resignation is not because of any  disagreement  with  management of the
Company relating to the Company's operations, policies or practices but, rather,
due to personal demands and my wish to pursue certain other opportunities.

Sincerely,



/s/  Carol Chen
   -------------------------------------
     Carol Chen



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