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): July 3, 1997
Nona Morelli's II, Inc. (Exact
name of registrant as specified in its charter.)
Colorado
(State of incorporation or organization)
0-18377
(Commission File Number)
84-1126818
(I.R.S. Employee Identification No.)
2 Park Plaza, Ste. 470, Irvine, CA
(Address of principal executive offices)
92614
(Zip Code)
Registrant's telephone number, including area code: (714) 833-5381
(Former name or former address, if changed since last report)
[NM\8K:RPG.8K]
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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
Effective July 3, 1997 the Board of Directors dismissed Raimondo,
Pettit & Glassman ("RPG") as the Registrant's certifying accountants.
Effective July 3, 1997, the Registrant engaged the accounting firm of
Haskell & White as a successor auditing firm for the purpose of
examining the Registrant's consolidated financial statements for the
fiscal year ended June 30, 1997 and rendering an Independent
Accountant's Report.
The decision to change accountants was approved by the Board of
Directors, the Registrant having no audit committee of the Board of
Directors.
During the Registrant's fiscal year ended June 30, 1996 and the
subsequent interim period from the date of the last audited financial
statements to July 3,1997, there were no disagreements with RPG on any
matter related to accounting principles, financial statement
disclosure, or auditing scope or procedure, which if not resolved to
the satisfaction of RPG would have caused RPG to make reference to the
subject matter of the disagreement in their report.
The principal accountant's report on the Registrant's financial
statements for the 1994 fiscal year did not contain any adverse opinion
or a disclaimer of opinion nor was any opinion qualified or modified as
to uncertainty, audit scope or accounting principles except that:
1) the opinion of RPG with respect to the 1996 fiscal
year financial statements included an explanatory
paragraph with respect to substantial doubt existing
about the Registrant's ability to continue as a going
concern due to its recurring net losses, negative
cash flows from operating activities since its
inception, limited liquid resources, negative working
capital.
Item 5. Other Events
N/A
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Item 6. Resignation of Registrant's Directors
N/A
Item 7. Financial Statements and Exhibits
(a) Financial Statements - None
(b) Exhibits - None
Item 8. Change in Registrant's Fiscal Year
N/A
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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: July 3, 1997 By: /s/ Fred G. Luke
----------------------------------
Fred G. Luke, CEO and Director
[NM\8K:RPG.8K]
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4 of Form 8-K
for the event that occurred on July 3, 1997, to be filed by our former client,
Nona Morelli's II, Inc. We agree with the statements made in response to that
Item insofar as they relate to our Firm.
Very truly yours,
/s/ Raimondo, Pettit & Glassman
[NM\8K:RPG.8K]
