SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



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


             COLORADO                                            84-1126818
-------------------------------------------------------------------------------
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                              Identification No.)

                    2 Park Plaza, Suite 470, Irvine, CA 92614
-------------------------------------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)

     Consulting or Fee Agreements with James R. Gordon, J. L. Lawver Corp.,
        Jonathan Small, Steven H. Dong, John D. Desbrow, Albert Rapuano,
 Structure America, Inc., OTC Communications, Edward C. Chen, Richard O. Weed,
           Lee Linton, Morris C. Gore, Bryan Lee, and Michael Manson
-------------------------------------------------------------------------------
                            (Full title of the plan)

                   Fred G. Luke, Chief Executive Officer, Nona
            Morelli's II, Inc., 2 Park Plaza, #470, Irvine, CA 92614
-------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (714) 833-5381
-------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                                            [NM\FS8:JAN97.FS8]-4

                                                         1

<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

                                                                                   Proposed
                                                          Proposed                 Maximum               Amount of
   Title of Securities       Amount of Shares         Maximum Offering            Aggregate            Registration
    to be Registered         to be Registered        Price Per Share(1)       Offering Price(1)             Fee
----------------------       ----------------        ------------------       -----------------        -------------
<S>                          <C>                     <C>                      <C>                      <C>

$.01 par value
Common Stock                   59,000                       $.32                $     18,880             $   6.51

$.01 par value
Common Stock                  250,000                       $.32                $     80,000             $  27.59

$.01 par value
Common Stock                   11,000                       $.32                $      3,520             $   1.21

$.01 par value
Common Stock                   450,000                      $.32                $   144,000              $  49.66

$.01 par value
Common Stock                   375,000                      $.32                $   120,000              $  41.38

$.01 par value
Common Stock                   575,000                      $.32                $   184,000              $  63.45

$.01 par value
Common Stock                   772,000                      $.32                $   247,040              $  85.19

$.01 par value
Common Stock                   715,000                      $.32                $   228,800              $  78.90

$.01 par value
Common Stock                   100,000                      $.32                $    32,000              $  11.03

$.01 par value
Common Stock                   147,000                      $.32                $    47,040              $  16.22

$.01 par value
Common Stock                   143,000                      $.32                $    45,760              $  15.78

$.01 par value
Common Stock                    70,000                      $.32                $    22,400              $   7.72

$.01 par value
Common Stock                    60,000                      $.32                $    19,200              $   6.62

$.01 par value
Common Stock                    25,000                      $.32                $     8,000              $   2.76

                   TOTALS    3,752,000                       N/A                $ 1,200,640              $ 414.01

</TABLE>

                       Total No. of Pages: 61    Exhibit Index on Page No.:  20

(1)      This  calculation  is made solely for the purposes of  determining  the
         registration  fee pursuant to the  provisions  of Rule 457(h) under the
         Securities Act and is calculated on the basis of either (a) the average
         of the high and low prices per share of the Common  Stock  reported  on
         the OTC Bulletin  Board as of a date within five business days prior to
         the filing of this Registration Statement.

                                                            [NM\FS8:JAN97.FS8]-4

                                                         2

<PAGE>



                                   PROSPECTUS

                             NONA MORELLI'S II, INC.
                             2 Park Plaza, Suite 470
                            Irvine, California 92614
                                 (714) 833-5381


                       (3,752,000 SHARES OF COMMON STOCK)

         This  Prospectus  relates to the offer and sale by Nona  Morelli's  II,
Inc., a Colorado  corporation (the  "Company"),  of shares of its $.01 par value
per share common stock (the "Common Stock") to certain  advisors and consultants
(the "Consultants")  pursuant to Consulting  Agreements entered into between the
Company and the  Consultants.  The  Company is  registering  hereunder  and then
issuing,  upon receipt of adequate  consideration  therefor,  to the Consultants
3,752,000 shares of Common Stock in  consideration  for services to be performed
under the respective Consulting Agreements.

         The Common Stock is not subject to any restriction on  transferability.
Recipients  of shares  other than  persons who are  "affiliates"  of the Company
within the  meaning of the  Securities  Act of 1933 (the  "Act") may sell all or
part  of the  shares  in any  way  permitted  by  law,  including  sales  in the
over-the-counter  market at prices  prevailing  at the time of such sale. Of the
shares  registered  hereunder,  there are 2,422,000  shares being registered for
affiliates of the Company.  An affiliate is summarily,  any director,  executive
officer  or   controlling   shareholder   of  the  Company  or  anyone  of  it's
subsidiaries.  An  "affiliate" of the Company is subject to Section 16(b) of the
Securities  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act").  If a
Consultant who is not now an  "affiliate"  becomes an "affiliate" of the Company
in the future,  he would then be subject to Section  16(b) of the Exchange  Act.
(See "General Information - Restrictions on Resales").

         The Common Stock is traded on the OTC  Bulletin  Board under the symbol
"NONA".

                                ----------------

                  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                  BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
                  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                  THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
                  A CRIMINAL OFFENSE.

                                ----------------
                 The date of this Prospectus is January 8 , 1997

                                                            [NM\FS8:JAN97.FS8]-4

                                                         3

<PAGE>



         This Prospectus is part of a Registration Statement which was filed and
became  effective under the Securities Act of 1933, as amended (the  "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by the U.S.  securities and Exchange  Commission  (the
"Commission")  under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  Registration  Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

         A copy of any  document or part  thereof  incorporated  by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request.  Requests  should be addressed  to: Nona  Morelli's II,
Inc.,  2 Park Plaza,  Suite 470,  Irvine,  California  92614;  Telephone:  (714)
833-5381.

         The Company is subject to the  reporting  requirements  of the Exchange
Act and in accordance  therewith  files reports and other  information  with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other information filed by the Company under the Exchange Act may
be inspected  and copied at the public  reference  facilities  maintained by the
Commission  at 450 Fifth  Street,  N.W.  Washington  D.C.  20549.  Copies may be
obtained at the prescribed rates.  Through August 16, 1995, the Company's common
stock was traded on the  NASDAQ  Small  CapSM  Market  under the symbol  "NONA".
Subsequent  to August 16,  1995,  the  Company's  shares have been traded on the
Electronic Bulletin Board under the symbol "NONA".

         No person has been  authorized to give any  information  or to make any
representation,  other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which the person  making  such is not  qualified  or to any person to whom it is
unlawful to make an offer or solicitation.

         Neither the  delivery of this  Prospectus  nor any sale made  hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.

                                                            [NM\FS8:JAN97.FS8]-4

                                                         4

<PAGE>



                                TABLE OF CONTENTS


Information Required in the Section 10(a) Prospectus...................... 6

Item 1.  Plan Information..................................................6

         General Information...............................................6

         The Company.......................................................6
         Purposes..........................................................6
         Common Stock......................................................6
         The Consultants...................................................6
         No Restrictions on Transfer.......................................7
         Tax Treatment to the Consultants..................................7
         Tax Treatment to the Company......................................7
         Restrictions on Resales...........................................7

Documents Incorporated by Reference and Additional Information.............8

Item 2.  Registrant Information and Employee Plan Annual Information.......9

         Legal Opinion and Experts.........................................9
         Indemnification of Officers and Directors.........................9

Information Required in the Registration Statement.........................9

Item 3.  Incorporation of Documents by Reference...........................9

Item 4.  Description of Securities.........................................10

Item 5.  Interests of Named Experts and Counsel............................10

Item 6.  Indemnification of Directors and Officers.........................10

Item 7.  Exemption from Registration Claimed...............................14

Item 8.  Exhibits..........................................................14

Item 9.  Undertakings......................................................16

Signatures . . . . . . . . ................................................18

Exhibit Index . . . . .....................................................19

                                                            [NM\FS8:JAN97.FS8]-4

                                                         5

<PAGE>



                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

Item 1.           Plan Information

GENERAL INFORMATION

The Company

         The Company has its principal  executive offices at 2 Park Plaza, Suite
470, Irvine, California 92614 (Telephone: (714) 833-5381).

Purposes

         The Common  Stock to be issued by the  Company  to certain  Consultants
will be issued  pursuant to  Consulting  Agreements  entered into between  these
Consultants and the Company, which agreements have been approved by the Board of
Directors of the Company (the "Board of Directors").  The Consulting  Agreements
are intended to provide a method  whereby the Company may be  stimulated  by the
personal  involvement  of the  Consultants in the Company's  future  prosperity,
thereby  advancing  the interests of the Company,  and all of its  shareholders.
Copies  of the  agreements  and the Plan  have been  filed as  exhibits  to this
Registration Statement.

Common Stock

         The Board has authorized the issuance of up to 3,752,000  shares of the
Common Stock to the  Consultants  and upon  effectiveness  of this  Registration
Statement.

The Consultants

         The  Consultants  have agreed to provide their  expertise and advice to
the Company for the purposes set forth in their agreements with the Company.

                                                            [NM\FS8:JAN97.FS8]-4

                                                         6

<PAGE>



No Restrictions on Transfer

         The  Consultants  will become the record and  beneficial  owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of  ownership,  including  the right to vote any  shares  awarded  and to
receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultants

         The Common Stock is not qualified  under Section 401(a) of the Internal
Revenue Code. The Consultants,  therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs:  (a) the shares become freely  transferable,  or
(b) the  shares  cease  to be  subject  to a  substantial  risk  of  forfeiture.
Accordingly,  absent  a  specific  contractual  provision  to the  contrary  the
Consultants  will receive  compensation  taxable at ordinary  rates equal to the
fair  market  value of the shares on the date of receipt  since there will be no
substantial risk of forfeiture or other  restrictions on transfer.  If, however,
the  Consultants  receive  shares of common stock pursuant to the exercise of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise,  the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed ordinary income
for federal income tax purposes.  The  Consultants  are urged to consult each of
their tax advisors on this matter.  Further, if any recipient is an "affiliate",
Section  16(b) of the  Exchange Act is  applicable  and will affect the issue of
taxation.

Tax Treatment to the Company

         The  amount  of  income  recognized  by  any  recipient   hereunder  in
accordance with the foregoing  discussion  will be an expense  deductible by the
Company for  federal  income tax  purposes  in the  taxable  year of the Company
during which the recipient recognizes income.

Restrictions on Resales

         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of Common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.

                                                            [NM\FS8:JAN97.FS8]-4

                                                         7

<PAGE>



                       DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION



         The Company hereby  incorporates  by reference (i) its annual report on
Form 10-KSB for the year ended June 30,  1996,  filed  pursuant to Section 13 of
the  Exchange  Act,  (ii) any and all Forms  10-Q (or 10- QSB)  filed  under the
Securities  or Exchange Act  subsequent  to any filed Form 10-K (or 10-KSB),  as
well as all other  reports filed under Section 13 of the Exchange Act, and (iii)
its annual report, if any, to shareholders  delivered  pursuant to Rule 14a-3 of
the  Exchange  Act.  In  addition,  all further  documents  filed by the Company
pursuant  to  Section  13,  14,  or  15(d)  of the  Exchange  Act  prior  to the
termination  of this offering are deemed to be  incorporated  by reference  into
this  Prospectus and to be a part hereof from the date of filing.  All documents
which  when  together,  constitute  this  Prospectus,  will be sent or  given to
participants  by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.

                                                            [NM\FS8:JAN97.FS8]-4

                                                         8

<PAGE>



Item 2.           Registrant Information and Employee Plan Annual Information

         A copy of any  document or part  thereof  incorporated  by reference in
this  Registration  Statement  but not  delivered  with this  Prospectus  or any
document  required to be delivered  pursuant to Rule 428(b) under the Securities
Act will be  furnished  without  charge upon written or oral  request.  Requests
should be addressed to: Nona Morelli's II Inc., 2 Park Plaza, Suite 470, Irvine,
California 92614: (714) 833-5381.

Legal Opinion and Experts

         Richard  O.  Weed  has  rendered  an  opinion  on the  validity  of the
securities being registered.  Mr. Weed is not an "affiliate" of the Company.  He
currently does not own any shares of the Company's common stock.

         The financial  statements of Nona  Morelli's II, Inc.  incorporated  by
reference in this  Prospectus for the year ended June 30, 1996 have been audited
by Raimondo, Pettit & Glassman, independent certified public accountants, as set
forth in their report which  includes an  explanatory  paragraph with respect to
substantial  doubt  existing as to the Company's  ability to continue as a going
concern  incorporated  herein  by  reference,  and are  incorporated  herein  in
reliance  upon such report  given upon the  authority of said firm as experts in
auditing and accounting.

Indemnification of Officers and Directors

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the  Company  has been  informed  that in the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.                   Incorporation of Documents by Reference

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

          (a)  Registrant's  latest Annual  Report,  whether  filed  pursuant to
               Section 13(a) or 15(d) of the Exchange Act;

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Exchange  Act since the end of the fiscal year  covered by annual
               report referred to in (a), above; and

                                                            [NM\FS8:JAN97.FS8]-4

                                                                               9

<PAGE>



          (c)  The latest  prospectus  filed  pursuant to Rule 424(b)  under the
               Securities Act.

Item 4.                   Description of Securities

         No  description  of the class of  securities  (i.e.  the $.01 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.                   Interests of Named Experts and Counsel

         Mr. Weed does not own any shares of the Company's common stock.

Item 6.                   Indemnification of Directors and Officers

         The  only  statute,  charter  provision,   bylaw,  contract,  or  other
arrangement  under  which  any  controlling  person,   director  or  officer  of
registrant is insured or indemnified  in any manner against any liability  which
they may incur in their capacity as such is Sections 7-109-102 through 7-109-110
of the Colorado Revised Statutes  effective July 1, 1994 which succeeded Section
7-3-101.5 of the Colorado  Revised Statutes which was in effect upon adoption of
the  Registrant's  articles of  incorporation  and bylaws.  The statute and said
articles in substance provide,  in part and summary, as follows;  however,  this
summary is qualified  in its  entirety by  reference  to the specific  statutory
provision:

         Section 7-109-102.  Authority to Indemnify Directors.

                  (1) Except as provided in subsection  (4) of this  section,  a
         corporation may indemnify a person made a party to a proceeding because
         the  person is or was a  director  against  liability  incurred  in the
         proceeding if:

                  (a)     The person conducted himself or herself in good faith;
                          and

                  (b)     The person reasonably believed:

                         (i) In the case of conduct in an official capacity with
                    the  corporation,  that  his  or  her  conduct  was  in  the
                    corporation's best interest; and

                         (ii) In all other cases, that his or her conduct was at
                    least not opposed to the corporation's best interests; and

                  (c)     In the case of any criminal proceeding, the person had
                          no  reasonable cause to believe his or her conduct was
                          unlawful.

                  (2) A director's  conduct with respect to an employee  benefit
         plan  for a  purpose  the  director  reasonably  believed  to be in the
         interests  of the  participants  in or  beneficiaries  of the  plan  is
         conduct  that  satisfies  the  requirement  of  subparagraph   (II)  of
         paragraph (b) of subsection (1) of this section.  A director's  conduct
         with  respect  to an  employee  benefit  plan  for a  purpose  that the
         director  did  not  reasonably  believe  to be in the  interest  of the
         participants  in or  beneficiaries  of the plan  shall be deemed not to
         satisfy the  requirements  of paragraph (a) of  subsection  (1) of this
         section.

                                                            [NM\FS8:JAN97.FS8]-4

                                                        10

<PAGE>



                  (3)  The  termination  of a  proceeding  by  judgment,  order,
         settlement,  conviction,  or  upon a plea  of  nolo  contendere  or its
         equivalent is not, of itself,  determinative  that the director did not
         meet the standard of conduct described in this section.

                  (4)     A corporation may not indemnify a director under this
         section:

                  (a)     In  connection with a proceeding by or in the right of
                  the  corporation  in which the director was adjudged liable to
                  the corporation; or

                  (b) In connection with any other proceeding  charging that the
                  director derived an improper personal benefit,  whether or not
                  involving action in an official capacity,  in which proceeding
                  the director  was adjudged  liable on the basis that he or she
                  derived an improper personal benefit.

                  (5) Indemnification permitted under this section in connection
         with a proceeding by or in the right of the  corporation  is limited to
         reasonable expenses incurred in connection with the proceeding.

         Section 7-109-103.  Mandatory Indemnification of Directors.

                  Unless limited by its articles of incorporation, a corporation
         shall  indemnify a person who was wholly  successful,  on the merits or
         otherwise,  in the defense of any  proceeding to which the person was a
         party  because  the  person is or was a  director,  against  reasonable
         expenses incurred by him or her in connection with the proceeding.

         Section 7-109-104.  Advance of Expenses to Directors.

                  (1) A  corporation  may pay for or  reimburse  the  reasonable
         expenses  incurred  by a  director  who is a party to a  proceeding  in
         advance of final disposition of the proceeding if:

                  (a)     The  director  furnishes  to the corporation a written
                  affirmation  of  the  director's  good faith belief that he or
                  she  has  met  the  standard  of  conduct described in section
                  7-109-102;

                  (b)  The  director  furnishes  to the  corporation  a  written
                  undertaking,  executed personally or on the director's behalf,
                  to repay the advance if it is ultimately determined that he or
                  she did not meet the standard of conduct; and

                  (c) A determination is made that the facts then known to those
                  making the  determination  would not preclude  indemnification
                  under this article.

                  (2) The  undertaking  required by paragraph  (b) of subsection
         (1) of this section  shall be an unlimited  general  obligation  of the
         director but need not be secured and may be accepted without  reference
         to financial ability to make repayment.

                  (3)  Determinations  and authorizations of payments under this
         section shall be made in the manner specified in section 7-109-106.

                                                            [NM\FS8:JAN97.FS8]-4

                                                        11

<PAGE>



         Section 7-109-105.  Court-ordered Indemnification of Directors.

                  (1)   Unless   otherwise   provided   in   the   articles   of
         incorporation,  a director  who is or was a party to a  proceeding  may
         apply for  indemnification to the court conducting the proceeding or to
         another court of competent jurisdiction.  On receipt of an application,
         the court, after giving any notice the court considers  necessary,  may
         order indemnification in the following manner:

                  (a)  If  it  determines  that  the  director  is  entitled  to
                  mandatory  indemnification under section 7-109-103,  the court
                  shall  order  indemnification,  in which case the court  shall
                  also order the  corporation to pay the  director's  reasonable
                  expenses incurred to obtain court-ordered indemnification.

                  (b)  If  it  determines   that  the  director  is  fairly  and
                  reasonably  entitled  to  indemnification  in  view of all the
                  relevant  circumstances,  whether or not the  director met the
                  standard of conduct set forth in section  7-109-102 (1) or was
                  adjudged  liable in the  circumstances  described  in  section
                  7-109-102 (4), the court may order such indemnification as the
                  court  deems  proper;  except  that the  indemnification  with
                  respect to any proceeding in which  liability  shall have been
                  adjudged in the  circumstances  described in section 7-109-102
                  (4) is limited to reasonable  expenses  incurred in connection
                  with the proceeding and reasonable expenses incurred to obtain
                  court-ordered indemnification.

         Section 7-109-106.  Determination and Authorization of Indemnification
         of Directors.

                  (1) A corporation  may not indemnify a director  under section
         7-109-102 unless  authorized in the specific case after a determination
         has been made that  indemnification  of the director is  permissible in
         the circumstances  because the director has met the standard of conduct
         set  forth in  section  7-109-102.  A  corporation  shall  not  advance
         expenses to a director  under section 7- 109-104  unless  authorized in
         the  specific  case  after  the  written  affirmation  and  undertaking
         required by section  7-109-104  (1)(a) and (1)(b) are  received and the
         determination required by section 7-109- 104 (1)(c) has been made.

                  (2)     The determinations required by subsection (1) of this
         section shall be made:

                  (a) By the  board of  directors  by a  majority  vote of those
                  present  at a meeting at which a quorum is  present,  and only
                  those directors not parties to the proceeding shall be counted
                  in satisfying the quorum; or

                  (b) If a quorum  cannot be obtained,  by a majority  vote of a
                  committee of the board of directors designated by the board of
                  directors,  which  committee  shall  consist  of two  or  more
                  directors not parties to the proceeding; except that directors
                  who are  parties  to the  proceeding  may  participate  in the
                  designation of directors for the committee.

                  (3)  If  a  quorum  cannot  be  obtained  as  contemplated  in
         paragraph (a) of subsection (2) of this section, and a committee cannot
         be established  under  paragraph (b) of subsection (2) of this section,
         or, even if a quorum is obtained or a  committee  is  designated,  if a
         majority of the directors constituting such quorum or such committee so
         directs,  the  determination  required to be made by subsection  (1) of
         this section shall be made:

                                                            [NM\FS8:JAN97.FS8]-4

                                                        12

<PAGE>



                  (a) By  independent  legal  counsel  selected by a vote of the
                  board of directors or the committee in the manner specified in
                  paragraph (a) or (b) of subsection  (2) of this section or, if
                  a quorum of the full board  cannot be obtained and a committee
                  cannot be established,  by independent  legal counsel selected
                  by a majority vote of the full board of directors; or

                  (b)     By the shareholders.

                  (4) Authorization of  indemnification  and advance of expenses
         shall  be  made  in  the  same   manner  as  the   determination   that
         indemnification or advance of expenses is permissible;  except that, if
         the  determination  that  indemnification  or  advance of  expenses  is
         permissible is made by  independent  legal  counsel,  authorization  of
         indemnification  and advance of expenses shall be made by the body that
         selected such counsel.

         Section 7-109-107. Indemnification of Officers, Employees, Fiduciaries,
         and Agents.

                  (1)Unless otherwise provided in the articles of incorporation:

                  (a) An officer is entitled to mandatory  indemnification under
                  section 7-109-103,  and is entitled to apply for court-ordered
                  indemnification  under section 7-109-105,  in each case to the
                  same extent as a director;

                  (b)     A  corporation  may  indemnify and advance expenses to
                  an  officer,  employee, fiduciary, or agent of the corporation
                  to the same extent as to a director; and

                  (c) A corporation  may also indemnify and advance  expenses to
                  an  officer,  employee,  fiduciary,  or  agent  who  is  not a
                  director to a greater extent,  if not inconsistent with public
                  policy, and if provided for by its bylaws, general or specific
                  action of its board of directors or shareholders, or contract.

         Section 7-109-108.  Insurance.

                  A corporation may purchase and maintain insurance on behalf of
         a person who is or was a director,  officer,  employee,  fiduciary,  or
         agent of the corporation,  or who, while a director, officer, employee,
         fiduciary,  or  agent  of the  corporation,  is or was  serving  at the
         request of the corporation as a director,  officer,  partner,  trustee,
         employee,   fiduciary,   or  agent  of  another   domestic  or  foreign
         corporation  or other person or of an employee  benefit  plan,  against
         liability  asserted  against or incurred by the person in that capacity
         or arising  from his or her status as a  director,  officer,  employee,
         fiduciary, or agent, whether or not the corporation would have power to
         indemnify  the  person  against  the  same   liability   under  section
         7-109-102,  7-109-103, or 7-109-107. Any such insurance may be procured
         from any  insurance  company  designated  by the  board  of  directors,
         whether such  insurance  company is formed under the laws of this state
         or any other jurisdiction of the United States or elsewhere,  including
         any  insurance  company in which the  corporation  has an equity or any
         other interest through stock ownership or otherwise.

                                                            [NM\FS8:JAN97.FS8]-4

                                                        13

<PAGE>



         Section 7-109-109.  Limitation of Indemnification of Directors.

                  (1) A provision treating a corporation's  indemnification  of,
         or advance of expenses to,  directors that is contained in its articles
         of  incorporation  or bylaws,  in a resolution of its  shareholders  or
         board of directors,  or in a contract,  except an insurance  policy, or
         otherwise,   is  valid  only  to  the  extent  the   provision  is  not
         inconsistent with sections  7-109-101 to 7-109-108.  If the articles of
         incorporation   limit   indemnification   or   advance   of   expenses,
         indemnification  and advance of  expenses  are valid only to the extent
         not inconsistent with the articles of incorporation.

                  (2)   Sections   7-109-101   to   7-109-108  do  not  limit  a
         corporation's power to pay or reimburse expenses incurred by a director
         in connection with an appearance as a witness in a proceeding at a time
         when he or she has not been made a named defendant or respondent in the
         proceeding.

         Section 7-109-110.  Notice to Shareholders of Indemnification of
         Director.

                  If  a  corporation  indemnifies  or  advances  expenses  to  a
         director  under this article in  connection  with a proceeding by or in
         the right of the corporation, the corporation shall give written notice
         of the  indemnification  or advance to the shareholders  with or before
         the notice of the next shareholder's  meeting.  If the next shareholder
         action is taken  without a meeting at the  instigation  of the board of
         directors,  such notice shall be given to the shareholders at or before
         the time the  first  shareholder  signs a  writing  consenting  to such
         action.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                  (a)  The  following   exhibits  are  filed  as  part  of  this
         registration  statement  pursuant to Item 601 of Regulation S-B and are
         specifically incorporated herein by this reference:

         Exhibit No.      Title
         ----------------------------------------------------------------------

         1.               Not required.

         2.               Not required.

         3.               Not required.

         4.               Not applicable.

         5.               Opinion of Richard O. Weed regarding the legality of
                          the securities registered.

         6.               Not required.

         7.               Not required.

                                                            [NM\FS8:JAN97.FS8]-4

                                                        14

<PAGE>



         Exhibit No.      Title
         ----------------------------------------------------------------------

         8.               Not required.

         9.               Not required.

         10.              A.        Fourth Addendum to Fee Agreement with James
                                    R. Gordon
                          B.        Second Addendum to Consulting Agreement with
                                    J. L. Lawver Corp.
                          C.        First Addendum to Attorney-Client Fee 
                                    Agreement with Jonathan Small
                          D.        Second Addendum to Consulting Agreement with
                                    Steven H. Dong
                          E         Fourth and Fifth Addendums to Consulting
                                    Agreement with John D. Desbrow
                          F.        First Addendum to Consulting Agreement with
                                    Albert Rapuano
                          G.        Fourth Addendum to Consulting Agreement with
                                    Structure America, Inc.
                          H.        Third Addendum to Engagement Letter and Fee
                                    Agreement with OTC Communications
                          I.        Consulting Agreement with Edward Chen
                          J.        Addendum to Fee Agreement with Richard O.
                                    Weed
                          K.        Addendum to Consulting Agreement with Lee
                                    Linton
                          L.        Fourth Addendum to Fee Agreement with Morris
                                    Gore
                          M.        Consulting Agreement with Bryan Lee
                          N.        First Addendum to Fee Agreement with Michael
                                    Manson

         11.              Not required.

         12.              Not required.

         13.              Not required.

         14.              Not required.

         15.              Not required.

         16.              Not required.

         17.              Not required.

         18.              Not required.

         19.              Not required.

         20.              Not required.

         21.              Not required.

         22.              Not required.

                                                            [NM\FS8:JAN97.FS8]-4

                                                        15

<PAGE>



         Exhibit No.      Title
         ----------------------------------------------------------------------

         23.              Not required.

         24.1             Consent of Richard O. Weed, special counsel to
                          registrant, to the use of his opinion with respect to
                          the legality of the securities being registered hereby
                          and to the references to him in the Prospectus filed
                          as a part hereof.

         24.2             Consent of Raimondo, Pettit & Glassman

         25.              Not applicable.

         26.              Not applicable.

         27.              Not applicable.

         28.              Not applicable.

         29.              Not applicable.


Item 9.           Undertakings

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the payment by  registrant  of expenses
incurred or paid by a director,  officer or controlling  person of registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

         Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement to:

                  (i)     include any prospectus required by Section 10 (a) (3)
                          of the Securities Act;

                  (ii)    reflect in the  prospectus any facts or events arising
                          after the effective date of the registration statement
                          (or the most recent post-effective  amendment thereof)
                          which, individually or in the aggregate,  represents a
                          fundamental change in the information set forth in the
                          registration statement;

                                                            [NM\FS8:JAN97.FS8]-4

                                                        16

<PAGE>



                  (iii)   include any material  information  with respect to the
                          plan of distribution  not previously  disclosed in the
                          registration  statement or any material change to such
                          information in the registration statement;

                  provided,  however, paragraphs (i) and (ii) shall not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those paragraph is incorporated by reference from
                  periodic reports filed by the registrant small business issuer
                  under the Exchange Act.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities   Act,   each   post-effective   amendment  to  the
                  registration   statement   shall  be   deemed   to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein and the offering of such securities at that time shall
                  be deemed to be the initial bona fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

         (4)      To deliver or cause to be delivered  with the  prospectus,  to
                  each  person  to whom the  prospectus  is sent or  given,  the
                  latest annual report to security  holders that is incorporated
                  by reference in the prospectus  and furnished  pursuant to and
                  meeting the requirements of Rule 14a-3 or Rule 14e-3 under the
                  Securities  Exchange Act of 1934; and, where interim financial
                  information require to be presented by Article 3 of Regulation
                  S-X is not set forth in the prospectus,  to deliver,  or cause
                  to be delivered to each person to whom the  prospectus is sent
                  or given,  the latest  quarterly  report that is  specifically
                  incorporated  by reference in the  prospectus  to provide such
                  interim financial information.

         Registrant  hereby  undertakes  that, for purposes of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                                            [NM\FS8:JAN97.FS8]-4

                                                        17

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of Irvine, State of California on the 8th day of January,
1997.

                                        NONA MORELLI'S II, INC.
                                        (Registrant)



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

         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

         Signatures                Title                     Date
         ---------------------     -----------------------   ----------------

         /s/   Fred G. Luke        Chief Executive Officer   January 8, 1997
               ---------------     and Sole Director
               Fred G. Luke         

         /s/   Steven H. Dong      Chief Financial Officer   January 8, 1997
               ---------------
               Steven H. Dong

         /s/   John D. Desbrow     Secretary                 January 8, 1997
               ---------------
               John D. Desbrow

                                                            [NM\FS8:JAN97.FS8]-4

                                                        18

<PAGE>


                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

<TABLE>
<CAPTION>

      Exhibit
     Number in
   Registration                                                                                       Numbered
     Statement                                         Description                                    Page
------------------  --------------------------------------------------------------------------------- ----------
<S>                 <C>                                                                               <C>

5.                  Opinion of Counsel                                                                       20

10.                 A.       Fourth Addendum to Fee Agreement with James R. Gordon                           24
                    B.       Second Addendum to Consulting Agreement with J. L. Lawver                       27
                             Corp.
                    C.       First Addendum to Attorney-Client Fee Agreement with                            29
                             Jonathan Small
                    D.       Second Addendum to Consulting Agreement with Steven H.                          31
                             Dong
                    E.       Fourth and Fifth Addendums to Consulting Agreement with                         33
                             John D. Desbrow
                    F.       First Addendum to Consulting Agreement with Albert Rapuano                      36
                    G.       Fourth Addendum to Consulting Agreement with Structure                          38
                             America, Inc.
                    H.       Third Addendum to Engagement Letter and Fee Agreement                           40
                             with OTC Communications
                    I.       Consulting Agreement with Edward Chen                                           42
                    J.       Addendum to Fee Agreement with Richard O. Weed                                  47
                    K.        Addendum to Consulting Agreement with Lee Linton                               49
                    L.        Fourth Addendum to Fee Agreement with Morris C. Gore                           51
                    M.        Consulting Agreement with Bryan Lee                                            53
                    N.          First Addendum to Fee Agreement with Michael Manson                          55

24.1                Consent of Richard O. Weed to Use of Opinion                                             57

24.2                Consent of Raimondo, Pettit & Glassman                                                   59

</TABLE>

                                                            [NM\FS8:JAN97.FS8]-4

                                                        19
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT - SECURITIES ACT OF 1933", "secsgml_size_bytes": 53116}]
{"company-data": {"conformed-name": "MORELLIS NONA II INC", "cik": "0000848296", "assigned-sic": "7990", "irs-number": "841126818", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19531", "film-number": "97504023"}, "business-address": {"street1": "2 PARK PLZ STE 470", "city": "IRVINE", "state": "CA", "zip": "92714", "phone": "7148332094"}, "mail-address": {"street1": "2 PARK PLAZA", "street2": "SUITE 470", "city": "IRVINE", "state": "CA", "zip": "92714"}, "former-company": {"former-conformed-name": "NONA MORELLIS II INC", "date-changed": "19900731"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

             COLORADO                                            84-1126818
-------------------------------------------------------------------------------
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                              Identification No.)

                    2 Park Plaza, Suite 470, Irvine, CA 92614
-------------------------------------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)

     Consulting or Fee Agreements with James R. Gordon, J. L. Lawver Corp.,
        Jonathan Small, Steven H. Dong, John D. Desbrow, Albert Rapuano,
 Structure America, Inc., OTC Communications, Edward C. Chen, Richard O. Weed,
           Lee Linton, Morris C. Gore, Bryan Lee, and Michael Manson
-------------------------------------------------------------------------------
                            (Full title of the plan)

                   Fred G. Luke, Chief Executive Officer, Nona
            Morelli's II, Inc., 2 Park Plaza, #470, Irvine, CA 92614
-------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (714) 833-5381
-------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                                            [NM\FS8:JAN97.FS8]-4

                                                         1
CALCULATION OF REGISTRATION FEE

                                                                                   Proposed
                                                          Proposed                 Maximum               Amount of
   Title of Securities       Amount of Shares         Maximum Offering            Aggregate            Registration
    to be Registered         to be Registered        Price Per Share(1)       Offering Price(1)             Fee
----------------------       ----------------        ------------------       -----------------        -------------
$.01 par value
Common Stock                   59,000                       $.32                $     18,880             $   6.51

$.01 par value
Common Stock                  250,000                       $.32                $     80,000             $  27.59

$.01 par value
Common Stock                   11,000                       $.32                $      3,520             $   1.21

$.01 par value
Common Stock                   450,000                      $.32                $   144,000              $  49.66

$.01 par value
Common Stock                   375,000                      $.32                $   120,000              $  41.38

$.01 par value
Common Stock                   575,000                      $.32                $   184,000              $  63.45

$.01 par value
Common Stock                   772,000                      $.32                $   247,040              $  85.19

$.01 par value
Common Stock                   715,000                      $.32                $   228,800              $  78.90

$.01 par value
Common Stock                   100,000                      $.32                $    32,000              $  11.03

$.01 par value
Common Stock                   147,000                      $.32                $    47,040              $  16.22

$.01 par value
Common Stock                   143,000                      $.32                $    45,760              $  15.78

$.01 par value
Common Stock                    70,000                      $.32                $    22,400              $   7.72

$.01 par value
Common Stock                    60,000                      $.32                $    19,200              $   6.62

$.01 par value
Common Stock                    25,000                      $.32                $     8,000              $   2.76

                   TOTALS    3,752,000                       N/A                $ 1,200,640              $ 414.01
Total No. of Pages: 61    Exhibit Index on Page No.:  20

(1)      This  calculation  is made solely for the purposes of  determining  the
         registration  fee pursuant to the  provisions  of Rule 457(h) under the
         Securities Act and is calculated on the basis of either (a) the average
         of the high and low prices per share of the Common  Stock  reported  on
         the OTC Bulletin  Board as of a date within five business days prior to
         the filing of this Registration Statement.

                                                            [NM\FS8:JAN97.FS8]-4

                                                         2
PROSPECTUS

                             NONA MORELLI'S II, INC.
                             2 Park Plaza, Suite 470
                            Irvine, California 92614
                                 (714) 833-5381

                       (3,752,000 SHARES OF COMMON STOCK)

         This  Prospectus  relates to the offer and sale by Nona  Morelli's  II,
Inc., a Colorado  corporation (the  "Company"),  of shares of its $.01 par value
per share common stock (the "Common Stock") to certain  advisors and consultants
(the "Consultants")  pursuant to Consulting  Agreements entered into between the
Company and the  Consultants.  The  Company is  registering  hereunder  and then
issuing,  upon receipt of adequate  consideration  therefor,  to the Consultants
3,752,000 shares of Common Stock in  consideration  for services to be performed
under the respective Consulting Agreements.

         The Common Stock is not subject to any restriction on  transferability.
Recipients  of shares  other than  persons who are  "affiliates"  of the Company
within the  meaning of the  Securities  Act of 1933 (the  "Act") may sell all or
part  of the  shares  in any  way  permitted  by  law,  including  sales  in the
over-the-counter  market at prices  prevailing  at the time of such sale. Of the
shares  registered  hereunder,  there are 2,422,000  shares being registered for
affiliates of the Company.  An affiliate is summarily,  any director,  executive
officer  or   controlling   shareholder   of  the  Company  or  anyone  of  it's
subsidiaries.  An  "affiliate" of the Company is subject to Section 16(b) of the
Securities  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act").  If a
Consultant who is not now an  "affiliate"  becomes an "affiliate" of the Company
in the future,  he would then be subject to Section  16(b) of the Exchange  Act.
(See "General Information - Restrictions on Resales").

         The Common Stock is traded on the OTC  Bulletin  Board under the symbol
"NONA".

                                ----------------

                  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                  BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
                  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                  THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
                  A CRIMINAL OFFENSE.

                                ----------------
                 The date of this Prospectus is January 8 , 1997

                                                            [NM\FS8:JAN97.FS8]-4

                                                         3
This Prospectus is part of a Registration Statement which was filed and
became  effective under the Securities Act of 1933, as amended (the  "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by the U.S.  securities and Exchange  Commission  (the
"Commission")  under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  Registration  Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

         A copy of any  document or part  thereof  incorporated  by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request.  Requests  should be addressed  to: Nona  Morelli's II,
Inc.,  2 Park Plaza,  Suite 470,  Irvine,  California  92614;  Telephone:  (714)
833-5381.

         The Company is subject to the  reporting  requirements  of the Exchange
Act and in accordance  therewith  files reports and other  information  with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other information filed by the Company under the Exchange Act may
be inspected  and copied at the public  reference  facilities  maintained by the
Commission  at 450 Fifth  Street,  N.W.  Washington  D.C.  20549.  Copies may be
obtained at the prescribed rates.  Through August 16, 1995, the Company's common
stock was traded on the  NASDAQ  Small  CapSM  Market  under the symbol  "NONA".
Subsequent  to August 16,  1995,  the  Company's  shares have been traded on the
Electronic Bulletin Board under the symbol "NONA".

         No person has been  authorized to give any  information  or to make any
representation,  other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which the person  making  such is not  qualified  or to any person to whom it is
unlawful to make an offer or solicitation.

         Neither the  delivery of this  Prospectus  nor any sale made  hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.

                                                            [NM\FS8:JAN97.FS8]-4

                                                         4
TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus...................... 6

Item 1.  Plan Information..................................................6

         General Information...............................................6

         The Company.......................................................6
         Purposes..........................................................6
         Common Stock......................................................6
         The Consultants...................................................6
         No Restrictions on Transfer.......................................7
         Tax Treatment to the Consultants..................................7
         Tax Treatment to the Company......................................7
         Restrictions on Resales...........................................7

Documents Incorporated by Reference and Additional Information.............8

Item 2.  Registrant Information and Employee Plan Annual Information.......9

         Legal Opinion and Experts.........................................9
         Indemnification of Officers and Directors.........................9

Information Required in the Registration Statement.........................9

Item 3.  Incorporation of Documents by Reference...........................9

Item 4.  Description of Securities.........................................10

Item 5.  Interests of Named Experts and Counsel............................10

Item 6.  Indemnification of Directors and Officers.........................10

Item 7.  Exemption from Registration Claimed...............................14

Item 8.  Exhibits..........................................................14

Item 9.  Undertakings......................................................16

Signatures . . . . . . . . ................................................18

Exhibit Index . . . . .....................................................19

                                                            [NM\FS8:JAN97.FS8]-4

                                                         5
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

Item 1.           Plan Information

GENERAL INFORMATION

The Company

         The Company has its principal  executive offices at 2 Park Plaza, Suite
470, Irvine, California 92614 (Telephone: (714) 833-5381).

Purposes

         The Common  Stock to be issued by the  Company  to certain  Consultants
will be issued  pursuant to  Consulting  Agreements  entered into between  these
Consultants and the Company, which agreements have been approved by the Board of
Directors of the Company (the "Board of Directors").  The Consulting  Agreements
are intended to provide a method  whereby the Company may be  stimulated  by the
personal  involvement  of the  Consultants in the Company's  future  prosperity,
thereby  advancing  the interests of the Company,  and all of its  shareholders.
Copies  of the  agreements  and the Plan  have been  filed as  exhibits  to this
Registration Statement.

Common Stock

         The Board has authorized the issuance of up to 3,752,000  shares of the
Common Stock to the  Consultants  and upon  effectiveness  of this  Registration
Statement.

The Consultants

         The  Consultants  have agreed to provide their  expertise and advice to
the Company for the purposes set forth in their agreements with the Company.

                                                            [NM\FS8:JAN97.FS8]-4

                                                         6
No Restrictions on Transfer

         The  Consultants  will become the record and  beneficial  owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of  ownership,  including  the right to vote any  shares  awarded  and to
receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultants

         The Common Stock is not qualified  under Section 401(a) of the Internal
Revenue Code. The Consultants,  therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs:  (a) the shares become freely  transferable,  or
(b) the  shares  cease  to be  subject  to a  substantial  risk  of  forfeiture.
Accordingly,  absent  a  specific  contractual  provision  to the  contrary  the
Consultants  will receive  compensation  taxable at ordinary  rates equal to the
fair  market  value of the shares on the date of receipt  since there will be no
substantial risk of forfeiture or other  restrictions on transfer.  If, however,
the  Consultants  receive  shares of common stock pursuant to the exercise of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise,  the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed ordinary income
for federal income tax purposes.  The  Consultants  are urged to consult each of
their tax advisors on this matter.  Further, if any recipient is an "affiliate",
Section  16(b) of the  Exchange Act is  applicable  and will affect the issue of
taxation.

Tax Treatment to the Company

         The  amount  of  income  recognized  by  any  recipient   hereunder  in
accordance with the foregoing  discussion  will be an expense  deductible by the
Company for  federal  income tax  purposes  in the  taxable  year of the Company
during which the recipient recognizes income.

Restrictions on Resales

         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of Common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.

                                                            [NM\FS8:JAN97.FS8]-4

                                                         7
DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report on
Form 10-KSB for the year ended June 30,  1996,  filed  pursuant to Section 13 of
the  Exchange  Act,  (ii) any and all Forms  10-Q (or 10- QSB)  filed  under the
Securities  or Exchange Act  subsequent  to any filed Form 10-K (or 10-KSB),  as
well as all other  reports filed under Section 13 of the Exchange Act, and (iii)
its annual report, if any, to shareholders  delivered  pursuant to Rule 14a-3 of
the  Exchange  Act.  In  addition,  all further  documents  filed by the Company
pursuant  to  Section  13,  14,  or  15(d)  of the  Exchange  Act  prior  to the
termination  of this offering are deemed to be  incorporated  by reference  into
this  Prospectus and to be a part hereof from the date of filing.  All documents
which  when  together,  constitute  this  Prospectus,  will be sent or  given to
participants  by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.

                                                            [NM\FS8:JAN97.FS8]-4

                                                         8
Item 2.           Registrant Information and Employee Plan Annual Information

         A copy of any  document or part  thereof  incorporated  by reference in
this  Registration  Statement  but not  delivered  with this  Prospectus  or any
document  required to be delivered  pursuant to Rule 428(b) under the Securities
Act will be  furnished  without  charge upon written or oral  request.  Requests
should be addressed to: Nona Morelli's II Inc., 2 Park Plaza, Suite 470, Irvine,
California 92614: (714) 833-5381.

Legal Opinion and Experts

         Richard  O.  Weed  has  rendered  an  opinion  on the  validity  of the
securities being registered.  Mr. Weed is not an "affiliate" of the Company.  He
currently does not own any shares of the Company's common stock.

         The financial  statements of Nona  Morelli's II, Inc.  incorporated  by
reference in this  Prospectus for the year ended June 30, 1996 have been audited
by Raimondo, Pettit & Glassman, independent certified public accountants, as set
forth in their report which  includes an  explanatory  paragraph with respect to
substantial  doubt  existing as to the Company's  ability to continue as a going
concern  incorporated  herein  by  reference,  and are  incorporated  herein  in
reliance  upon such report  given upon the  authority of said firm as experts in
auditing and accounting.

Indemnification of Officers and Directors

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the  Company  has been  informed  that in the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.                   Incorporation of Documents by Reference

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

          (a)  Registrant's  latest Annual  Report,  whether  filed  pursuant to
               Section 13(a) or 15(d) of the Exchange Act;

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Exchange  Act since the end of the fiscal year  covered by annual
               report referred to in (a), above; and

                                                            [NM\FS8:JAN97.FS8]-4

                                                                               9
(c)  The latest  prospectus  filed  pursuant to Rule 424(b)  under the
               Securities Act.

Item 4.                   Description of Securities

         No  description  of the class of  securities  (i.e.  the $.01 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.                   Interests of Named Experts and Counsel

         Mr. Weed does not own any shares of the Company's common stock.

Item 6.                   Indemnification of Directors and Officers

         The  only  statute,  charter  provision,   bylaw,  contract,  or  other
arrangement  under  which  any  controlling  person,   director  or  officer  of
registrant is insured or indemnified  in any manner against any liability  which
they may incur in their capacity as such is Sections 7-109-102 through 7-109-110
of the Colorado Revised Statutes  effective July 1, 1994 which succeeded Section
7-3-101.5 of the Colorado  Revised Statutes which was in effect upon adoption of
the  Registrant's  articles of  incorporation  and bylaws.  The statute and said
articles in substance provide,  in part and summary, as follows;  however,  this
summary is qualified  in its  entirety by  reference  to the specific  statutory
provision:

         Section 7-109-102.  Authority to Indemnify Directors.

                  (1) Except as provided in subsection  (4) of this  section,  a
         corporation may indemnify a person made a party to a proceeding because
         the  person is or was a  director  against  liability  incurred  in the
         proceeding if:

                  (a)     The person conducted himself or herself in good faith;
                          and

                  (b)     The person reasonably believed:

                         (i) In the case of conduct in an official capacity with
                    the  corporation,  that  his  or  her  conduct  was  in  the
                    corporation's best interest; and

                         (ii) In all other cases, that his or her conduct was at
                    least not opposed to the corporation's best interests; and

                  (c)     In the case of any criminal proceeding, the person had
                          no  reasonable cause to believe his or her conduct was
                          unlawful.

                  (2) A director's  conduct with respect to an employee  benefit
         plan  for a  purpose  the  director  reasonably  believed  to be in the
         interests  of the  participants  in or  beneficiaries  of the  plan  is
         conduct  that  satisfies  the  requirement  of  subparagraph   (II)  of
         paragraph (b) of subsection (1) of this section.  A director's  conduct
         with  respect  to an  employee  benefit  plan  for a  purpose  that the
         director  did  not  reasonably  believe  to be in the  interest  of the
         participants  in or  beneficiaries  of the plan  shall be deemed not to
         satisfy the  requirements  of paragraph (a) of  subsection  (1) of this
         section.

                                                            [NM\FS8:JAN97.FS8]-4

                                                        10
(3)  The  termination  of a  proceeding  by  judgment,  order,
         settlement,  conviction,  or  upon a plea  of  nolo  contendere  or its
         equivalent is not, of itself,  determinative  that the director did not
         meet the standard of conduct described in this section.

                  (4)     A corporation may not indemnify a director under this
         section:

                  (a)     In  connection with a proceeding by or in the right of
                  the  corporation  in which the director was adjudged liable to
                  the corporation; or

                  (b) In connection with any other proceeding  charging that the
                  director derived an improper personal benefit,  whether or not
                  involving action in an official capacity,  in which proceeding
                  the director  was adjudged  liable on the basis that he or she
                  derived an improper personal benefit.

                  (5) Indemnification permitted under this section in connection
         with a proceeding by or in the right of the  corporation  is limited to
         reasonable expenses incurred in connection with the proceeding.

         Section 7-109-103.  Mandatory Indemnification of Directors.

                  Unless limited by its articles of incorporation, a corporation
         shall  indemnify a person who was wholly  successful,  on the merits or
         otherwise,  in the defense of any  proceeding to which the person was a
         party  because  the  person is or was a  director,  against  reasonable
         expenses incurred by him or her in connection with the proceeding.

         Section 7-109-104.  Advance of Expenses to Directors.

                  (1) A  corporation  may pay for or  reimburse  the  reasonable
         expenses  incurred  by a  director  who is a party to a  proceeding  in
         advance of final disposition of the proceeding if:

                  (a)     The  director  furnishes  to the corporation a written
                  affirmation  of  the  director's  good faith belief that he or
                  she  has  met  the  standard  of  conduct described in section
                  7-109-102;

                  (b)  The  director  furnishes  to the  corporation  a  written
                  undertaking,  executed personally or on the director's behalf,
                  to repay the advance if it is ultimately determined that he or
                  she did not meet the standard of conduct; and

                  (c) A determination is made that the facts then known to those
                  making the  determination  would not preclude  indemnification
                  under this article.

                  (2) The  undertaking  required by paragraph  (b) of subsection
         (1) of this section  shall be an unlimited  general  obligation  of the
         director but need not be secured and may be accepted without  reference
         to financial ability to make repayment.

                  (3)  Determinations  and authorizations of payments under this
         section shall be made in the manner specified in section 7-109-106.

                                                            [NM\FS8:JAN97.FS8]-4

                                                        11
Section 7-109-105.  Court-ordered Indemnification of Directors.

                  (1)   Unless   otherwise   provided   in   the   articles   of
         incorporation,  a director  who is or was a party to a  proceeding  may
         apply for  indemnification to the court conducting the proceeding or to
         another court of competent jurisdiction.  On receipt of an application,
         the court, after giving any notice the court considers  necessary,  may
         order indemnification in the following manner:

                  (a)  If  it  determines  that  the  director  is  entitled  to
                  mandatory  indemnification under section 7-109-103,  the court
                  shall  order  indemnification,  in which case the court  shall
                  also order the  corporation to pay the  director's  reasonable
                  expenses incurred to obtain court-ordered indemnification.

                  (b)  If  it  determines   that  the  director  is  fairly  and
                  reasonably  entitled  to  indemnification  in  view of all the
                  relevant  circumstances,  whether or not the  director met the
                  standard of conduct set forth in section  7-109-102 (1) or was
                  adjudged  liable in the  circumstances  described  in  section
                  7-109-102 (4), the court may order such indemnification as the
                  court  deems  proper;  except  that the  indemnification  with
                  respect to any proceeding in which  liability  shall have been
                  adjudged in the  circumstances  described in section 7-109-102
                  (4) is limited to reasonable  expenses  incurred in connection
                  with the proceeding and reasonable expenses incurred to obtain
                  court-ordered indemnification.

         Section 7-109-106.  Determination and Authorization of Indemnification
         of Directors.

                  (1) A corporation  may not indemnify a director  under section
         7-109-102 unless  authorized in the specific case after a determination
         has been made that  indemnification  of the director is  permissible in
         the circumstances  because the director has met the standard of conduct
         set  forth in  section  7-109-102.  A  corporation  shall  not  advance
         expenses to a director  under section 7- 109-104  unless  authorized in
         the  specific  case  after  the  written  affirmation  and  undertaking
         required by section  7-109-104  (1)(a) and (1)(b) are  received and the
         determination required by section 7-109- 104 (1)(c) has been made.

                  (2)     The determinations required by subsection (1) of this
         section shall be made:

                  (a) By the  board of  directors  by a  majority  vote of those
                  present  at a meeting at which a quorum is  present,  and only
                  those directors not parties to the proceeding shall be counted
                  in satisfying the quorum; or

                  (b) If a quorum  cannot be obtained,  by a majority  vote of a
                  committee of the board of directors designated by the board of
                  directors,  which  committee  shall  consist  of two  or  more
                  directors not parties to the proceeding; except that directors
                  who are  parties  to the  proceeding  may  participate  in the
                  designation of directors for the committee.

                  (3)  If  a  quorum  cannot  be  obtained  as  contemplated  in
         paragraph (a) of subsection (2) of this section, and a committee cannot
         be established  under  paragraph (b) of subsection (2) of this section,
         or, even if a quorum is obtained or a  committee  is  designated,  if a
         majority of the directors constituting such quorum or such committee so
         directs,  the  determination  required to be made by subsection  (1) of
         this section shall be made:

                                                            [NM\FS8:JAN97.FS8]-4

                                                        12
(a) By  independent  legal  counsel  selected by a vote of the
                  board of directors or the committee in the manner specified in
                  paragraph (a) or (b) of subsection  (2) of this section or, if
                  a quorum of the full board  cannot be obtained and a committee
                  cannot be established,  by independent  legal counsel selected
                  by a majority vote of the full board of directors; or

                  (b)     By the shareholders.

                  (4) Authorization of  indemnification  and advance of expenses
         shall  be  made  in  the  same   manner  as  the   determination   that
         indemnification or advance of expenses is permissible;  except that, if
         the  determination  that  indemnification  or  advance of  expenses  is
         permissible is made by  independent  legal  counsel,  authorization  of
         indemnification  and advance of expenses shall be made by the body that
         selected such counsel.

         Section 7-109-107. Indemnification of Officers, Employees, Fiduciaries,
         and Agents.

                  (1)Unless otherwise provided in the articles of incorporation:

                  (a) An officer is entitled to mandatory  indemnification under
                  section 7-109-103,  and is entitled to apply for court-ordered
                  indemnification  under section 7-109-105,  in each case to the
                  same extent as a director;

                  (b)     A  corporation  may  indemnify and advance expenses to
                  an  officer,  employee, fiduciary, or agent of the corporation
                  to the same extent as to a director; and

                  (c) A corporation  may also indemnify and advance  expenses to
                  an  officer,  employee,  fiduciary,  or  agent  who  is  not a
                  director to a greater extent,  if not inconsistent with public
                  policy, and if provided for by its bylaws, general or specific
                  action of its board of directors or shareholders, or contract.

         Section 7-109-108.  Insurance.

                  A corporation may purchase and maintain insurance on behalf of
         a person who is or was a director,  officer,  employee,  fiduciary,  or
         agent of the corporation,  or who, while a director, officer, employee,
         fiduciary,  or  agent  of the  corporation,  is or was  serving  at the
         request of the corporation as a director,  officer,  partner,  trustee,
         employee,   fiduciary,   or  agent  of  another   domestic  or  foreign
         corporation  or other person or of an employee  benefit  plan,  against
         liability  asserted  against or incurred by the person in that capacity
         or arising  from his or her status as a  director,  officer,  employee,
         fiduciary, or agent, whether or not the corporation would have power to
         indemnify  the  person  against  the  same   liability   under  section
         7-109-102,  7-109-103, or 7-109-107. Any such insurance may be procured
         from any  insurance  company  designated  by the  board  of  directors,
         whether such  insurance  company is formed under the laws of this state
         or any other jurisdiction of the United States or elsewhere,  including
         any  insurance  company in which the  corporation  has an equity or any
         other interest through stock ownership or otherwise.

                                                            [NM\FS8:JAN97.FS8]-4

                                                        13
Section 7-109-109.  Limitation of Indemnification of Directors.

                  (1) A provision treating a corporation's  indemnification  of,
         or advance of expenses to,  directors that is contained in its articles
         of  incorporation  or bylaws,  in a resolution of its  shareholders  or
         board of directors,  or in a contract,  except an insurance  policy, or
         otherwise,   is  valid  only  to  the  extent  the   provision  is  not
         inconsistent with sections  7-109-101 to 7-109-108.  If the articles of
         incorporation   limit   indemnification   or   advance   of   expenses,
         indemnification  and advance of  expenses  are valid only to the extent
         not inconsistent with the articles of incorporation.

                  (2)   Sections   7-109-101   to   7-109-108  do  not  limit  a
         corporation's power to pay or reimburse expenses incurred by a director
         in connection with an appearance as a witness in a proceeding at a time
         when he or she has not been made a named defendant or respondent in the
         proceeding.

         Section 7-109-110.  Notice to Shareholders of Indemnification of
         Director.

                  If  a  corporation  indemnifies  or  advances  expenses  to  a
         director  under this article in  connection  with a proceeding by or in
         the right of the corporation, the corporation shall give written notice
         of the  indemnification  or advance to the shareholders  with or before
         the notice of the next shareholder's  meeting.  If the next shareholder
         action is taken  without a meeting at the  instigation  of the board of
         directors,  such notice shall be given to the shareholders at or before
         the time the  first  shareholder  signs a  writing  consenting  to such
         action.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                  (a)  The  following   exhibits  are  filed  as  part  of  this
         registration  statement  pursuant to Item 601 of Regulation S-B and are
         specifically incorporated herein by this reference:

         Exhibit No.      Title
         ----------------------------------------------------------------------

         1.               Not required.

         2.               Not required.

         3.               Not required.

         4.               Not applicable.

         5.               Opinion of Richard O. Weed regarding the legality of
                          the securities registered.

         6.               Not required.

         7.               Not required.

                                                            [NM\FS8:JAN97.FS8]-4

                                                        14
Exhibit No.      Title
         ----------------------------------------------------------------------

         8.               Not required.

         9.               Not required.

         10.              A.        Fourth Addendum to Fee Agreement with James
                                    R. Gordon
                          B.        Second Addendum to Consulting Agreement with
                                    J. L. Lawver Corp.
                          C.        First Addendum to Attorney-Client Fee 
                                    Agreement with Jonathan Small
                          D.        Second Addendum to Consulting Agreement with
                                    Steven H. Dong
                          E         Fourth and Fifth Addendums to Consulting
                                    Agreement with John D. Desbrow
                          F.        First Addendum to Consulting Agreement with
                                    Albert Rapuano
                          G.        Fourth Addendum to Consulting Agreement with
                                    Structure America, Inc.
                          H.        Third Addendum to Engagement Letter and Fee
                                    Agreement with OTC Communications
                          I.        Consulting Agreement with Edward Chen
                          J.        Addendum to Fee Agreement with Richard O.
                                    Weed
                          K.        Addendum to Consulting Agreement with Lee
                                    Linton
                          L.        Fourth Addendum to Fee Agreement with Morris
                                    Gore
                          M.        Consulting Agreement with Bryan Lee
                          N.        First Addendum to Fee Agreement with Michael
                                    Manson

         11.              Not required.

         12.              Not required.

         13.              Not required.

         14.              Not required.

         15.              Not required.

         16.              Not required.

         17.              Not required.

         18.              Not required.

         19.              Not required.

         20.              Not required.

         21.              Not required.

         22.              Not required.

                                                            [NM\FS8:JAN97.FS8]-4

                                                        15
Exhibit No.      Title
         ----------------------------------------------------------------------

         23.              Not required.

         24.1             Consent of Richard O. Weed, special counsel to
                          registrant, to the use of his opinion with respect to
                          the legality of the securities being registered hereby
                          and to the references to him in the Prospectus filed
                          as a part hereof.

         24.2             Consent of Raimondo, Pettit & Glassman

         25.              Not applicable.

         26.              Not applicable.

         27.              Not applicable.

         28.              Not applicable.

         29.              Not applicable.

Item 9.           Undertakings

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the payment by  registrant  of expenses
incurred or paid by a director,  officer or controlling  person of registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

         Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement to:

                  (i)     include any prospectus required by Section 10 (a) (3)
                          of the Securities Act;

                  (ii)    reflect in the  prospectus any facts or events arising
                          after the effective date of the registration statement
                          (or the most recent post-effective  amendment thereof)
                          which, individually or in the aggregate,  represents a
                          fundamental change in the information set forth in the
                          registration statement;

                                                            [NM\FS8:JAN97.FS8]-4

                                                        16
(iii)   include any material  information  with respect to the
                          plan of distribution  not previously  disclosed in the
                          registration  statement or any material change to such
                          information in the registration statement;

                  provided,  however, paragraphs (i) and (ii) shall not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those paragraph is incorporated by reference from
                  periodic reports filed by the registrant small business issuer
                  under the Exchange Act.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities   Act,   each   post-effective   amendment  to  the
                  registration   statement   shall  be   deemed   to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein and the offering of such securities at that time shall
                  be deemed to be the initial bona fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

         (4)      To deliver or cause to be delivered  with the  prospectus,  to
                  each  person  to whom the  prospectus  is sent or  given,  the
                  latest annual report to security  holders that is incorporated
                  by reference in the prospectus  and furnished  pursuant to and
                  meeting the requirements of Rule 14a-3 or Rule 14e-3 under the
                  Securities  Exchange Act of 1934; and, where interim financial
                  information require to be presented by Article 3 of Regulation
                  S-X is not set forth in the prospectus,  to deliver,  or cause
                  to be delivered to each person to whom the  prospectus is sent
                  or given,  the latest  quarterly  report that is  specifically
                  incorporated  by reference in the  prospectus  to provide such
                  interim financial information.

         Registrant  hereby  undertakes  that, for purposes of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                                            [NM\FS8:JAN97.FS8]-4

                                                        17
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of Irvine, State of California on the 8th day of January,
1997.

                                        NONA MORELLI'S II, INC.
                                        (Registrant)

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

         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

         Signatures                Title                     Date
         ---------------------     -----------------------   ----------------

         /s/   Fred G. Luke        Chief Executive Officer   January 8, 1997
               ---------------     and Sole Director
               Fred G. Luke         

         /s/   Steven H. Dong      Chief Financial Officer   January 8, 1997
               ---------------
               Steven H. Dong

         /s/   John D. Desbrow     Secretary                 January 8, 1997
               ---------------
               John D. Desbrow

                                                            [NM\FS8:JAN97.FS8]-4

                                                        18
FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:
Exhibit
     Number in
   Registration                                                                                       Numbered
     Statement                                         Description                                    Page
------------------  --------------------------------------------------------------------------------- ----------
5.                  Opinion of Counsel                                                                       20

10.                 A.       Fourth Addendum to Fee Agreement with James R. Gordon                           24
                    B.       Second Addendum to Consulting Agreement with J. L. Lawver                       27
                             Corp.
                    C.       First Addendum to Attorney-Client Fee Agreement with                            29
                             Jonathan Small
                    D.       Second Addendum to Consulting Agreement with Steven H.                          31
                             Dong
                    E.       Fourth and Fifth Addendums to Consulting Agreement with                         33
                             John D. Desbrow
                    F.       First Addendum to Consulting Agreement with Albert Rapuano                      36
                    G.       Fourth Addendum to Consulting Agreement with Structure                          38
                             America, Inc.
                    H.       Third Addendum to Engagement Letter and Fee Agreement                           40
                             with OTC Communications
                    I.       Consulting Agreement with Edward Chen                                           42
                    J.       Addendum to Fee Agreement with Richard O. Weed                                  47
                    K.        Addendum to Consulting Agreement with Lee Linton                               49
                    L.        Fourth Addendum to Fee Agreement with Morris C. Gore                           51
                    M.        Consulting Agreement with Bryan Lee                                            53
                    N.          First Addendum to Fee Agreement with Michael Manson                          55

24.1                Consent of Richard O. Weed to Use of Opinion                                             57

24.2                Consent of Raimondo, Pettit & Glassman                                                   59
[NM\FS8:JAN97.FS8]-4

                                                        19