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): June 13, 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, Suite 470, Irvine, California
(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)
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Item 1. Changes in Control of Registrant
N/A
Item 2. Acquisition or Disposition of Assets
On June 13, 1996, the Registrant, as the controlling parent of
Group V Corporation (formerly, NuOasis Gaming, Inc.) ("Group V"), granted an
option to Joseph Monterosso ("Monterosso") as the President and Chief Executive
Officer of NPC ("NPC"), to acquire 250,000 Series B Preferred Shares of NuOasis
(the "Series B Shares") owned by the Registrant. Such option is exercisable at a
price of $13.00 per share.
On December 19, 1996 Group V entered into Stock Purchase
Agreements with each of the shareholders of NPC pursuant to which Group V agreed
to issue a series of Secured Promissory Notes (the "Notes") in the aggregate
principal amount of $1,200,000 and 1,000,000 shares of Gourp V's common stock to
the NPC shareholders in exchange for all of the issued and outstanding shares of
capital stock of NPC. The Notes are convertible up to 241,900,000 shares of
Group V's common stock. The conversion of the notes are contingent upon NPC's
operations achieving certain financial goals over the next several fiscal years.
The terms of the conversion are, for every $250,000 of net annual operating
income achieved by NPC, $7,500 in principal amount of the Notes may be converted
into 1,511,875 shares of restricted Group V common stock. The Notes are
non-recourse to Group V and secured by the assets of NPC, bear interest at 8%
per annum, and are due and payable on May 31, 1999. As part of this acquisition,
the Registrant and Group V agreed to a debt assumption agreement whereby all
Group V debt in excess of $20,000 on December 24, 1996,except for amounts owed
to certain affiliates, which have been converted into shares of Group V common
stock, was assumed by the Registrant .
The Stock Purchase Agreement closed on December 24, 1996. On
June 13, 1997 the Group V issued one million (1,000,000) shares of common stock.
Also, on June 13, 1997, Monterosso exercised the Option to
purchase 128,041 Series B Shares, at $13.00 per share, by payment to the
Registrant of $1,677,000. The 128,041 Series B Shares acquired may be
immediately converted by the holders into 9,987,198 shares of restricted Group V
common stock.
Subsequent to the exercise of the Option as to the 128,041
Series B Shares, Group V sold its wholly-owned subsidiary, Casino Management of
America Inc. ("CMA"), to the Registrant for $1,140,000.
Following the initial exercise of 128,041 Series B Shares,
there are remaining 121,959 Series B Shares available under the Option. If
exercised, the 121,959 Series B Shares could immediately be converted into
9,512,802 shares of restricted Group V common stock. As of the date of this
Report, the Option to purchase the remaining 121,959 Series B Shares has not
been exercised.
Item 3. Bankruptcy or Receivership
N/A
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Item 4. Changes in Registrant's Certifying Accountant
N/A
Item 5. Other Events
N/A
Item 6. Change in Registrant's Directors
N/A
Item 7. Financial Statements and Exhibits
(a)
Financial Statements required pursuant to Article 11
of Regulation S-X are incorporated by reference and
inlcuded in the NuOasis' Form 8-K\A filed on or about
March 12, 1997.
(b) Proforma Financial Information required pursuant to
Article 11 of Regulation S- X are incorporated by
reference and inlcuded in NuOasis' Form 8-K\A filed
on or about March 12, 1997.
(c) Exhibits
1. Stock Purchase Agreement dated December 19,
1996 (incorporated by reference to Exhibit 1
to NuOasis' Form 8-K of NuOasis filed on
January 15, 1997 (SEC File No. 000-18224).
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: June 25, 1997 By: /s/ Fred G. Luke
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Fred G. Luke, CEO and Director
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