MORELLIS NONA II INC
8-K, 1997-01-02
MISCELLANEOUS AMUSEMENT & RECREATION
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                                    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):  January 2, 1997


                             NONA MORELLI'S II, INC.
             (Exact name of registrant as specified in its charter.)


                                    Colorado
                    (State of incorporation or organization)


       0-18377                                       84-1126818
(Commission File Number)                (I.R.S. Employee Identification No.)


                2 Park Plaza, Suite 470, Irvine, California 92614
              (Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code:  (714) 833-5381

                                       N/A
          (Former name or former address, if changed since last report)

                                                        Total number of pages: 5

                                                           [W:NM\8K\JD1-2-97.8K]

<PAGE>



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.

          N/A  


Item 5. Other Events.

          N/A  


Item 6. Resignation of Registrant's Directors.

         Effective  the close of business on January 2, 1997,  Liu Chen Mei Huan
         and Cheng Tai Chee resigned as Directors of the  Registrant in order to
         pursue other  opportunities.  There were no  disagreements  between the
         Registrant  and  either  Ms.  Huan  or Mr.  Chee at the  time of  their
         resignations.  The letters of  resignation  are attached as Exhibits to
         this Current Report on Form 8-K.


Item 7. Financial Statements and Exhibits.

          (a)  Financial Statements - None

          (b)  Exhibits

               1.   Liu Chen Mei Huan's Resignation Letter dated January 2, 1997

               2.   Cheng Tai Chee's Resignation Letter dated January 2, 1997


Item 8. Change in Registrant's Fiscal Year.

          N/A  

                                                           [W:NM\8K\JD1-2-97.8K]

                                                         2

<PAGE>



                                    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: January 2, 1997                  By:  /s/  Fred G. Luke
                                           ------------------------------------
                                                  Fred G. Luke,
                                                  Chief Executive Officer

                                                           [W:NM\8K\JD1-2-97.8K]

                                                         3




                                    EXHIBIT 1

          LIU CHEN MEI HUAN'S RESIGNATION LETTER DATED JANUARY 2, 1997

                                                         5

<PAGE>



                                LIU CHEN Mei Huan
                                Rm 1808, Block 17
                                  Heng Fa Chuen
                                    Chai Wan
                                    Hong Kong


                                 January 2, 1997



Board of Directors
NONA MORELLI'S II, INC.
2 Park Plaza, Suite 470
Irvine, California 92614

Gentlemen:

I hereby resign as Director of Nona  Morelli's  II, Inc.  (the  "Company") to be
effective as of the date hereof.

My resignation is not because of any disagreement with management of the Company
relating to the company's operations,  policies or practices but, rather, due to
personal demands and my wish to pursue certain other opportunities.

Sincerely,



/s/  Liu Chen Mei Huan
- ------------------------
     Liu Chen Mei Huan





                                    EXHIBIT 2

            CHENG TAI CHEE'S RESIGNATION LETTER DATED JANUARY 2, 1997

                                        7

<PAGE>


                                 Cheng Tai Chee
                                6B, Vivian Court
                                75 Blue Pool Road
                                  Happy Valley
                                    Hong Kong


                                 January 2, 1997



Board of Directors
NONA MORELLI'S II, INC.
2 Park Plaza, Suite 470
Irvine, California 92614

Gentlemen:

I hereby resign as Director of Nona  Morelli's  II, Inc.  (the  "Company") to be
effective as of the date hereof.

My resignation is not because of any disagreement with management of the Company
relating to the company's operations,  policies or practices but, rather, due to
personal demands and my wish to pursue certain other opportunities.

Sincerely,



/s/  Cheng Tai Chee
     -------------------
     Cheng Tai Chee



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