ZERON ACQUISITIONS II INC
8-K/A, 1997-10-07
BLANK CHECKS
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THIS DOCUMENT IS A COPY OF THE 8-K FILED ON MAY 7, 1997 PURSUANT TO A RULE 201 
TEMPORARY HARDSHIP EXEMPTION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8 - K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event report) March 6, 1997

ZERON ACQUISITIONS II, INC.
(Exact name of registrant as specified in its charter)


NEVADA
(State or other jurisdiction of incorporation)


33-51194-NY                         13-3666344
(Commission File Number)            (IRS Employer Identification No.)


370 Lexington Avenue, Suite 1808, New York, New York 10017
(Address of principal executive offices)          (Zip Code)


Registrant's telephone number, including area code (212) 687-4230



_________________________________________________________________
(Former name or former address, if changed since last report)





<PAGE>

ZERON ACQUISITIONS II, INC.

FORM 8 - K

MARCH 6, 1997


Item 4.     Changes in Registrant's Certifying Public Accountant -

          (a)     As of this date, the Company has engaged the services of 
Mayer Rispler & Company, CPA's, P.C. as independent auditors for Zeron 
Acquisitions II, Inc. in place of Nachum Blumenfrucht, CPA.  The Board of 
Directors of the Company voted to retain the services of a certified public 
accounting firm of a larger size better equipped to audit the Company's books 
and records.

          (b)     In connection with Mr. Blumenfrucht's audits for the fiscal 
years ended December 31, 1993, December 31, 1994 and December 31, 1995, there 
have been no disagreements on any matter of accounting principles or 
practices, financial statement disclosure, or auditing scope or procedure.  
Mr. Blumenfrucht's report on the financial statements contained no adverse 
opinion or disclaimer of opinion and was not qualified as to uncertainty, 
audit scope or accounting principles.

Exhibits

(1)     Letter dated March 6, 1997 from Nachum Blumenfrucht, CPA.





<PAGE>

                                                 March 6, 1997



SECURITIES & EXCHANGE COMMISSION
450 FIFTH ST. NW
WASHINGTON D.C. 20549


To Whom It May Concern,


I am the former accountant for Zeron Acquisition II Inc. for the periods March 
6, 1992 (Inception) through December 31, 1995, there have been no 
disagreements between management and myself, in regard to any accounting 
principles, practices, auditing scope, procedure or financial statement 
disclosure during the course of my audit.  In addition, prior to, and during 
the course of my engagement, nothing came to my attention to question the 
integrity of management.


                              Sincerely,


                              Nachum Blumenfrucht CPA





<PAGE>



FORM 8 -K

SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.



                              ZERON ACQUISITIONS II, INC.        
                              (Registrant)


                                   Gary Takata
                              By:________________________________
                                   Gary Takata
                                   President and Director


Dated: March 12, 1997



<PAGE>

FORM 8

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13, or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934

ZERON ACQUISITIONS II, INC.
(Exact name of registrant as specified in charter)

AMENDMENT NO. 1

The undersigned registrant hereby amends the following items, financial 
statements, exhibits or other portions of its March 6, 1997 Form 8-K as set 
forth in the pages attached hereto:


Item 4.     Changes in Registrant's Certifying Public Accountant


Exhibits - Letter dated May 7, 1997 from Nachum Blumenfrucht, CPA




Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this amendment to be signed on its behalf by the 
undersigned, thereunto duly authorized.


                              ZERON ACQUISITIONS II, INC.        
                              (Registrant)

                                   Gary Takata
                              By:________________________________
                                   Gary Takata
                                   President and Director

Dated: May 7, 1997



<PAGE>


ZERON ACQUISITIONS II, INC.

FORM 8 - K

MAY 7, 1997


Item 4.     Changes in Registrant's Certifying Public Accountant -

          (a)     As of March 6, 1997, the Company has engaged the services of 
Mayer Rispler & Company, CPA's, P.C. as independent auditors for Zeron 
Acquisitions II, Inc. in place of Nachum Blumenfrucht, CPA.  The Board of 
Directors of the Company voted to retain the services of a certified public 
accounting firm of a larger size better equipped to audit the Company's books 
and records.

          (b)     In connection with Mr. Blumenfrucht's audits for the fiscal 
years ended December 31, 1993, December 31, 1994 and December 31, 1995, and 
the interim periods through March 6, 1997, there have been no disagreements on 
any matter of accounting principles or practices, financial statement 
disclosure, or auditing scope or procedure.  Mr. Blumenfrucht's report on the 
financial statements contained no adverse opinion or disclaimer of opinion and 
was not qualified as to uncertainty, audit scope or accounting principles.

Exhibits

(1)     Letter dated May 7, 1997 from Nachum Blumenfrucht, CPA.



<PAGE>


                                                    May 7, 1997



U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

                    Re:     Zeron Acquisitions II, Inc.

Dear Sir:

     As the former accountant for Zeron Acquisitions II, Inc., I agree with 
the amended disclosure included in the amended Form 8-K dated May 7, 1997.

                              Very truly yours,



                              Nachum Blumenfrucht

NB/al



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