SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
Statement of Changes in Beneficial Ownership
1) Name and Address of Reporting Person:
Fred G. Luke, 2 Park Plaza, Suite 470, Irvine, CA 92714
2) Issuer Name and Ticker or Trading Symbol:
Nona Morelli's II, Inc. Symbol: NONA
3) IRS Number of Reporting Person (voluntary)
4) Statement for Month/Year:
May, 1996
5) If Amendment, Date of Original ( Month/Year):
Not Applicable
6) Relationship of Reporting Person to Issuer:
X Director X Officer (give title) _____10% Owner ____Other
(specify below)
Chief Executive Officer
TABLE 1 NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY
OWNED
1. Title of Security
$.01 par value common stock
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2. Transaction Date
May 6, 1996
3. Transaction Code
M
4. Securities Acquired(A) or Disposed of (D)
Amount Price
400,000 A $1.10
5. Amount of Securities Beneficially Owned at End of Month
400,000 shares
6. Ownership Form: Direct (D) or Indirect (I)
D
7. Nature of Indirect Beneficial Ownership
Not Applicable
TABLE II DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
Option to purchase common stock
2. Conversion or Exercise Price of Derivative Security
$1.10
3. Transaction Date (Month/Day/Year)
May 6, 1996
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4. Transaction Code
X
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
400,000 D
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
7. Title and Amount of Underlying Securities
Title Amount or Number of Shares
Common Stock 400,000
8. Price of Derivative Security
Not Applicable
9. Number of Derivative Securities Beneficially Owned at End of Month
Option to purchase 600,000 shares of common stock
10. Ownership Form of Derivative Security: Direct (D) or Indirect(I)
D
11. Nature of Indirect Beneficial Ownership
Not Applicable
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EXPLANATION OF RESPONSES:
The Reporting Person held an Option to purchase 1,000,000 shares of Common
Stock. On May 6, 1996 the Reporting Person exercised his Option to purchase
400,000 shares of common stock and tendered a Promissory Note for the exercise
price in the amount of $440,000 ($1.10 per share) to the Issuer. After the
transaction the Reporting Person held an Option to purchase 600,000 shares of
common stock.
SIGNATURE OF REPORTING PERSON
Dated: June 4, 1996 /s/ Fred G. Luke
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