SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 0-18377
(Check one): |X| Form 10-K and Form 10-KSB
o Form 20-F
o Form N-SAR
o Form 11-K
o Form 10-Q and Form 10-QSB
For period ended June 30, 1997
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 92614
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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.)
o (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
|X| (c) The accountant's statement or other exhibit required
by Rule 12b-25(C) has been attached if applicable.
PART III
NARRATIVE
See Part IV and attached accountant's statement
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
FRED G. LUKE (714) 833-5381
------------ ----------- ------------------
(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
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(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
During the year ended June 30, 1997, the Registrant sold it's
controlling interest in Group V Corporation (formerly, NuOasis
Gaming, Inc) and purchased Casino Management of America, Inc.
As a result, it is anticipated that the earnings statements
will reflect the sale and acquisition compared to the prior
year. Additionally, the Registrant is awaiting the audit
results on its foreign subsidiaries to complete it's audit
and, depending upon the outcome of this information, the
earnings statement of the Registrant may significantly
change from prior fiscal year as the Registrant increased
its ownership interest in its overseas subsidiaries during
fiscal year 1997.
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: September 27, 1996 By: /s/ Fred G. Luke
-----------------------------
Fred G. Luke, Chairman and CEO
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HASKELL & WHITE LLP
Certified Public Accountants
4901 Birch Street
Newport Beach CA 92660
Telephone (714) 833-8312 Fax (714) 833-9421
September 29, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are the independent auditors of Nona Morelli's II, Inc. (the "Registrant").
The Registrant has stated in Part III of its filing on Form 12b-25 that is
unable to timely file, without unreasonable effort or expense, its Annual Report
on Form 10-KSB for the year ended June 30, 1997, because our firm has not yet
completed our audit of the financial statements of the Registrant for the year
ended June 30, 1997 and is therefore unable to furnish the required opinion on
such financial statements.
We hereby advise you that we have read the statement made by the Registrant in
Part III of its filing on Form 12b-25 and agree with the statements made
therein. We are unable to complete our audit of the Registrant's financial
statements and furnish the required opinion for a timely filing because our
audit is based, in part, on the work of other auditors who have not yet
completed their auditing procedures and, as a result, we have not yet had
sufficient time to complete the auditing procedures which we consider necessary
in the circumstances.
Very truly yours,
/s/ HASKELL & WHITE LLP
Certified Public Accountants
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