MORELLIS NONA II INC
NT 10-Q, 1996-05-15
MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12b-25

                           Notification of Late Filing

                                 Commission File Number  0-18377


         o  Form 11-K
         o  Form 20-F             |X|  Form 10-Q and Form 10-QSB
           Form N-SAR

         For period ended                              March 31, 1996

         o        Transition Report on Form 10-K and 10-KSB
         o        Transition Report on Form 20-F
         o        Transition Report on Form 11-K
         o        Transition Report on Form 10-Q and Form 10-QSB
         o        Transition Report on Form N-SAR

         For the transition period ended

         Nothing in this form shall be  construed  to imply that the  Commission
has verified any information contained herein.

         If the  notification  relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:




                                     PART I

                             REGISTRANT INFORMATION


         Full name of registrant Nona Morelli's II, Inc.

         Former name if applicable

         Address of principal executive office (Street and Number)

                             2 Park Plaza, Suite 470

         City, State and Zip Code           Irvine, California  92714
                                  -----------------------------------

                          
<PAGE>



                                     PART II

                             RULE 12b-25(b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check appropriate box.)

(a) The reasons described in reasonable detail in Part III of this form 
    could not be eliminated without unreasonable effort or expense;

         |X|               (b) The subject  annual report,  semi-annual  report,
                           transition  report on Forms 10-K, 10- KSB, 20-F, 11-K
                           or Form N-SAR, or portion thereof will be filed on or
                           before the 15th calendar day following the prescribed
                           due  date;  or  the  subject   quarterly   report  or
                           transition  report on Form 10-Q,  10-QSB,  or portion
                           thereof will be filed on or before the fifth calendar
                           day following the prescribed due date; and

  (c)The accountant's statement or other exhibit required by Rule 12b-25(c) 
     has been attached if applicable.



                                    PART III

                                    NARRATIVE

                                 Not applicable


                                     PART IV

                                OTHER INFORMATION

  (1) Name and telephone number of person to contact in regard to 
      this notification.

      Steven H. Dong                 (714)                833-5381, ext.  21
          (Name)               (Area Code)       (Telephone Number)

  (2)Have all other periodic  reports  required under Section 13 or
     15(d) or the Securities  Exchange Act of 1934 or Section 30 of
     the  Investment  Company Act of 1940 during the  preceding  12
                  months or for such  shorter  period  that the  registrant  was
                  required to file such report(s)  been filed?  If the answer is
                  no, identify report(s).

                                            |X|  Yes     o  No


                                                 

<PAGE>



         (3)      Is it anticipated  that any  significant  change in results of
                  operations from the  corresponding  period for the last fiscal
                  year  will  be  reflected  by the  earnings  statements  to be
                  included in the subject report or portion thereof?

                 |X|  Yes    o  No


                  The  Registrant  anticipates  a decrease  in the loss from the
                  prior fiscal quarter ended March 31, 1995.



                             Nona Morelli's II Inc.
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.



Date:  May 14, 1996                         By:
                               Steven H.  Dong, Chief Financial Officer




                                      

<PAGE>


         (3)      Is it anticipated  that any  significant  change in results of
                  operations from the  corresponding  period for the last fiscal
                  year  will  be  reflected  by the  earnings  statements  to be
                  included in the subject report or portion thereof?

                  |X|  Yes    o  No

                  The  Registrant  anticipates  a decrease  in the loss from the
                  prior fiscal quarter ended March 31, 1995.



                             Nona Morelli's II, Inc.
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.



Date:  May 14, 1996           By: /s/ Steven H. Dong, Chief Financial Officer
                               --------------------------------------------

                                          



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