~~December~~UNITED ~~31,~~STATES SECURITIES ~~June~~AND ~~30,~~EXCHANGE ~~2000 2000 ------------ -------- (Unaudited) (Audited) ASSETS Current assets: Cash and cash equivalents $ 34~~COMMISSION WASHINGTON,~~000~~ $D.C. 43,200 Restricted cash 6,000 22,100 Franchisee advertising receivable -- -- Receivables, net of allowance for doubtful accounts of $21,100 -- -- Advances to affiliated corporations -- -- Current portion of related party notes receivable, net of allowances of $150,300 -- -- Current portion of notes receivable - Franchisees, net of allowances of 57,500 and $295,700 41,500 61,700 Prepaid expenses -- -- -------- -------- Total current assets 81,500 127,000 -------- -------- Other assets: Notes receivable - franchisees, net of allowance of $389,400 577,500 577,500 Deposits 1,300 1,300 -------- -------- 578,800 578,800 -------- -------- $660,300 $705,800 ======== ========20549

~~December~~FORM 31, June 30, 2000 2000 ------------- ---------- (Unaudited) (Audited) LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable and accrued expenses $ 16,700 $ 2,700 Accrued franchise advertising - - Current portion of long-term debt 55,800 118,800 Current portion of litigation settlements - - Loans payable to related parties 592,800 592,800 ---------- ---------- Total current liabilities 665,300 714,300 ---------- ---------- Long-term debt, net of current portion 236,000 236,000 LIABILITIES SUBJECT TO COMPROMISE 723,800 723,800 ---------- ---------- STOCKHOLDERS' DEFICIT: Preferred stock, Series B, $.10 par value per share, authorized 10,000,000 shares, 74,500 shares issued and outstanding (aggregate liquidation preference $372,500) 7,500 8,000 Preferred stock, Series C, $.10 par value per share, authorized 44,000 shares, 44,000 shares issued and outstanding (aggregate liquidation preference $220,000) 4,400 4,400 Common stock, $.001 par value per share, authorized 2,000,000 and 100,000,000 shares, shares issued, subscribed and outstanding 1,663,776, and 51,164,008. 52,600 51,400 Additional paid-in capital 6,298,400 6,269,100 Accumulated deficit (7,374,300) (7,301,200) ---------- ---------- (1,075,900) (968,300) ---------- ---------- $ 660,300 $ 705,800 ========== ==========–Q

~~Three~~Quarterly ~~Months~~Report ~~Ended~~Under ~~Six~~Section ~~Months~~13 ~~Ended~~or ~~December 31, December 31, 2000 1999 2000 1999 ---------- ---------- ---------- ----------~~ 15(~~Unaudited~~d) of ~~(Unaudited)~~the ~~FRANCHISE~~Securities ~~OPERATIONS:~~Exchange ~~REVENUES:~~Act Initial franchise fees $ - $ 9,800 $ 5,000 $ 19,500 Royalties 98,100 89,000 203,700 175,600 Interest income 12,100 10,200 24,400 18,300 Rebate income 45,600 34,300 73,800 68,000 Other income 27,000 20,000 40,100 140,100 Forgiveness of debt - 5,600 - 5,600 ---------- ---------- ---------- ---------- 182,800 168,900 347,000 427,100 ---------- ---------- ---------- ---------- COSTS AND EXPENSES: General and administrative 186,700 157,400 371,100 435,400 Interest expense 9,200 9,000 18,200 15,300 ---------- ---------- ---------- ---------- 195,900 166,400 389,300 450,700 Franchise operating ---------- ---------- ---------- ---------- income (loss) (13,100) 2,500 (42,300) (23,600) ---------- ---------- ---------- ----------1934

Three Months Ended Six Months Ended December 31, December 31, 2000 1999 2000 1999 ---------- ---------- ---------- ---------- (Unaudited) (Unaudited) COMPANY-OWNED RESTAURANT OPERATIONS: Sales $ - $ - $ - $ - ---------- ---------- ----------- ---------- COSTS AND EXPENSES: Cost of sales - - - - Operating - - - General and administrative - - - - ---------- ---------- ----------- ---------- - - - - ---------- ---------- ----------- ---------- Company-owned Restaurant income - - - - ---------- ---------- ----------- ---------- Income (loss) before income tax provision (13,100) 2,500 (42,300) (23,600) Income tax provision 800 800 800 800 ---------- ---------- ----------- ---------- Net income (loss) $ (13,900) $ 1,700 (43,100) (24,400) Accumulated deficit, beginning of period (7,331,200) (6,818,600) ----------- ---------- Accumulated deficit, end of period $(7,374,300) $(6,794,200) =========== =========== Net income (loss) per share - basic $0.00 $0.00 $ 0.00 $0.00 ========== ========== ============ =========== Weighted average number of shares outstanding - basic 1,663,776 48,229,225 1,663,776 48,000,283 ========== ========== ============ ========== Net income (loss) per share - diluted $0.00 $0.00 $0.00 $0.00 ========== ========== ============ ========== Weighted average number of shares outstanding -diluted 1,663,776 48,229,225 1,663,776 48,000,283 ========== ========== ============ ==========

x	Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
	for the quarterly period ended March 31, 2001.
	or
o	Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
	for the transition period from _____________ to _____________.

~~December~~Commission ~~31,~~file ~~December~~number 31, 2000 1999 ------------- ------------- (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income /loss $ (43,100) $ (24,400) Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization - - Forgiveness of debt - (5,600) Realization of deferred franchise fee income - (9,800) Changes in assets and liabilities: Receivables, net - (8,800) Inventories - - Prepaid expenses - (3,000) Accounts payable and accrued expenses 16,700 35,000 Accrued expenses due to related party - 7,500 Deposits (1,300) (300) ----------- ----------- Net cash provided (used) by operating activities (27,700) (9,400) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Collections on notes receivable - franchisees 41,800 9,900 Advances to affiliated corporations - (57,600) ----------- ----------- Net cash (used) provided by investing activities 41,800 (47,700) ----------- -----------0–19522

December 31, December 31, 2000 1999 ------------ ------------ (Unaudited) (Unaudited) CASH FLOWS FROM FINANCING ACTIVITIES: Increase in loans payable to related parties $ - $ 170,600 Principal payments on long-term debt (63,000) (155,500) Proceeds from issuance of common stock 700 30,000 Increase in Additional Paid in Capital 14,800 - ----------- ----------- Net cash provided (used) by financing activities (47,500) 45,100 ----------- ----------- Net increase (decrease) in cash and cash equivalents (9,200) (12,000) Cash and cash equivalents, beginning of period 43,200 60,600 ----------- ----------- Cash and cash equivalents, end of period $ 34,000 $ 58,300 =========== =========== Supplemental information: Cash paid for interest $ 18,200 $ 46,100 Cash paid for income taxes $ - $ 800

N. U. PIZZA HOLDING CORPORATION
(Exact name of registrant as specified in its charter)

Nevada	95–3656327
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3550 Wilshire Blvd., Suite 1725, Los Angeles, CA	90010
(Address of principal executive offices)	(Zip Code)

(213) 252–9991
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

As of March 31, 2001, there were 1,663,776 shares of common stock outstanding. Par value is $.001.

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

N. U. PIZZA HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	March 31, 2001 (Unaudited)	June 30, 2000 (Audited)

ASSETS
Current assets:
Cash and cash equivalents	$20,000	$43,200
Restricted cash	19,300	22,100
Franchisee advertising receivable	-	-
Receivables, net of allowance for doubtful accounts of $21,100	-	-
Advances to affiliated corporations	-	-
Current portion of related party notes receivable, net of allowances of $150,300	-	-
Current portion of notes receivable franchisees, net of allowances of $57,500 and of $295,700	30,600	61,700
Prepaid expenses	-	-
Total current assets	69,900	127,000
Other assets:
Notes receivable – franchisees, net of allowances of $389,400	585,600	577,500
Deposits	1,300	1,300
	586,900	578,800
	$656,800	$705,800

See accompanying notes to financial statements and management’s discussion and analysis of financial condition and results of operations.

N. U. PIZZA HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)

	March 31, 2001	June 30, 2000
	(Unaudited)	(Audited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	19,900	2,700
Accrued franchise advertising	-	-
Current portion of long–term debt	$42,000	$118,800
Current portion – litigation settlements	-	-
Loans payable to related parties	592,800	592,800
Total current liabilities	654,700	714,300
Long–term debt, net of current portion	236,000	236,000

LIABILITIES SUBJECT TO COMPROMISE	723,800	723,800
Stockholders' equity:
Preferred stock, Series B, $.10 par value per share, authorized 10,000,000 shares, 74,500 shares issued and outstanding (aggregate liquidation preference $400,000)	7,500	8,000
Preferred stock, Series C, $.10 par value per share, authorized 44,000 shares, 44,000 shares issued and outstanding (aggregate liquidation preference $220,000)	4,400	4,400
Common stock, $.001 par value per share, authorized 2,000,000 and 100,000,000 shares, 1,663,776 and 51,164,008 shares issued, subscribed and outstanding, respectively	52,600	51,400
Additional paid–in capital	6,298,400	6,269,100
Accumulated deficit	(7,320,600)	(7,301,200)
	(957,700)	(968,300)
	$656,800	$705,800

See accompanying notes to financial statements and management's discussion and analysis of financial condition and results of operations.

N. U. PIZZA HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2001 AND 2000

	Three Months Ended March 31,		Nine Months Ended March 31,
	2001	2000	2001	2000
	(Unaudited)		(Unaudited)
FRANCHISE OPERATIONS:

REVENUES:

Initial franchise fees	$-	$14,800	$5,000	$34,300
Royalties	88,000	139,400	273,100	315,600
Interest income	11,400	10,200	45,400	28,500
Rebate income	17,400	22,800	91,100	90,800
Other income	96,100	-	136,200	140,100
Forgiveness of debt	-	-	-	5,600
	212,900	187,200	550,800	614,900
COSTS AND EXPENSES:

General and administrative	180,100	161,000	542,200	596,400
Interest expense	9,100	7,100	27,200	22,400
	189,200	168,100	569,400	618,800
Franchise operating income	23,700	19,100	(18,600)	(3,900)

See accompanying notes to financial statements and management's discussion and analysis of financial condition and results of operations.

N. U. PIZZA HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT (CONTINUED)
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2001 AND 2000

	Three Months Ended March 31,		Nine Months Ended March 31,
	2001	2000	2001	2000
COMPANY-OWNED RESTAURANT OPERATIONS:	(Unaudited)		(Unaudited)
Sales	$-	$-	$-	$-
COSTS AND EXPENSES:
Cost of sales	-	-	-	-
Operating	-	-	-	17,500
General and administrative	-	-	-	-
	-	-	-	17,500
Company-owned restaurant loss	-	-		(17,500)
Income (loss) before income tax provision	-	-	(18,600)	(23,600)

Income tax provision	-	-	800	800
Net income (loss)	$-	$-	(19,400)	(24,400)

Accumulated deficit, beginning of period			(7,301,200)	(6,818,800)
Accumulated deficit, end of period			$(7,320,600)	$(6,843,200)
Net income (loss) per share - basic	$0.00	$0.00	($0.01)	$0.00
Weighted average number of shares outstanding - basic	1,663,776	49,164,008	1,663,776	49,164,008
Net income (loss) per share - diluted	$0.00	$0.00	($0.01)	$0.00
Weighted average number of shares outstanding - diluted	1,663,776	48,164,008	1,663,776	49,164,008

See accompanying notes to financial statements and management's discussion and analysis of financial condition and results of operations.

N. U. PIZZA HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 2001 AND 2000

	March 31, 2001	March 31, 2000
	(Unaudited)	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)	$(18,600)	$(5,600)
Adjustments to reconcile net income (loss) to net cash (used) provided by operating activities:
Depreciation and amortization	-	29,900
Forgiveness of debt	-	(5,600)
Realization of deferred income	-	(9,800)
Changes in assets and liabilities:
Receivables, net	-	(8,800)
Inventories	-	-
Prepaid expenses	-	-
Accounts payable and accrued expenses	17,200	(18,900)
Accrued royalties due to related party	-	4,900
Deposits	-	(1,300)
Net cash (used) provided by operating activities	(1,400)	(13,900)
CASH FLOWS FROM INVESTING ACTIVITIES:

Collections on notes receivable	96,900	35,500
Advances to affiliated corporations	-	(57,600)
Net cash provided by investing activities	96,900	(22,100)

See accompanying notes to financial statements and management's discussion and analysis of financial condition and results of operations.

N. U. PIZZA HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE NINE MONTHS ENDED MARCH 31, 2001 AND 2000

	March 31, 2001	March 31, 2000
	(Unaudited)	(Unaudited)
CASH FLOWS FROM FINANCING ACTIVITIES:

Increase in amounts due to related parties	$-	$170,600
Increase in notes payable	-
Principal payments on long-term debt	(98,300)	(155,500)
Net cash provided (used) by financing activities	(98,300)	45,100
Net (decrease) increase in cash and cash equivalents	(23,200)	(44,100)
Cash and cash equivalents, beginning of period	43,200	58,300
Cash and cash equivalents, end of period	$20,000	$14,200
Supplemental information:
Cash paid for interest	$27,300	$46,100
Cash paid for income taxes	$0	$800

See accompanying notes to financial statements and management's discussion and analysis of financial condition and results of operations.

N. U. PIZZA HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2001 AND 2000
(Unaudited)

In the opinion of management of N. U. Pizza Holding Corporation and Subsidiaries (the "Company"), the accompanying unaudited consolidated financial statements reflect all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position of the Company as of March 31, 2001 and the results of its operations and changes in its cash flows for the three and nine month periods presented.

The consolidated financial statements and notes are presented as permitted by Form 10–Q and do not contain certain information included in the annual consolidated financial statements and notes.

These unaudited consolidated financial statements should be read in conjunction with the Company's annual report on Form 10–K for the year ended June 30, 2000.

Note 1.

A summary of significant accounting policies is currently on file with the Securities and Exchange Commission on Form 10–K.

The accompanying consolidated financial statements include the accounts of N. U. Pizza Holding Corporation and its wholly owned subsidiaries, Numero Uno Franchise Corporation, Formaggi Inc. and NU Magic Pizza Inc. (the "Company"). Inter-company transactions and balances have been eliminated in consolidation.

Certain prior period balances have been reclassified in the consolidated financial statements to conform to the current period's presentation.

Note 2. Litigation

Pending

1. N.U. Pizza Holding Corporation vs. Reno Iannini, et al, U.S. Bankruptcy Court, Central District of California, Adversary No. 00-01563. In September 1998, The Company entered into a lease, as lessee, for property located in Laguna Niguel, CA. In December 1999, the Company entered into an agreement whereby the defendant agreed to take over the operation of the restaurant, assume the real property lease and assume two equipment leases under which the Company was liable. On February 1, 2000, The defendant took over physical possession of the real property and, breached the terms of the agreement with the Company by failing, among other things, to pay the landlord and equipment lessors. The Company initiated an adversary action on October 10, 2000 against the defendant, seeking damages according to proof, no less than $50,000 plus exemplary and punitive damages.

2. Ventura Taft vs. N. U. Pizza Holding Corporation, Van Nuys Superior Court Case No. LC042907. During the year ended June 30, 1999, a landlord of a leased restaurant location that the Company subleased to a franchisee who subsequently vacated the premises filed an action for breach of contract against the Company, as lessee. The plaintiff is claiming damages of $80,000. The Company had reached a tentative settlement of $65,000 with the plaintiff, which is being renegotiated by the parties. Management was confident that settlement of the matter would not be materially different than $65,000 that has been recorded in accrued litigation settlements at June 30, 2000.

3. Jasvir Singh Basi aka David Basi, Ravinder K. Basi aka Linda Basi, and Basi Food Company, Inc. vs. Ronald J. Gelet, Numero Uno Franchise Corporation, Numero Uno, Inc., Gregory Golem and Does 1 through 100, inclusive, Superior Court of the State of California for the County of Los Angeles, Case No. LC023294. In October 1985, the Company entered into a franchise agreement with Jasvir Singh Basi and Ravinder Kaur Basi for a full service restaurant located in Winnetka, California. In or about June 1993, a dispute arose between the Basis and the Company relating to the nature of the Basis' delivery rights and the geographic territory originally allocated to them. Pursuant to the franchise agreement, the Basis' right to delivery into the originally allocated area was non-exclusive and, upon the occurrence of certain conditions was subject to termination followed by renegotiations of an alternate delivery area with a new one. The Basis denied that they had agreed to a replacement delivery area and, further alleged that, by separate agreement, their delivery area was expressly agreed to. The Basis responded with a cross- complaint which sought compensatory and punitive damages and other relief based on claims of breach of contract, breach of covenant of good faith and fair dealing, intentional interference with prospective advantage, intentional infliction of emotional distress and violations of the Racketeer Influenced and Corrupt Organizations Act ("R.I.C.O."). The Company filed a demurrer to the cross complaint and the Basis filed a first amended cross complaint in January 1994. On September 27, 1994, the parties settled the lawsuit. The Company agreed to a royalty abatement, which commenced on October 1, 1994 and continues for five years thereafter. The Company also agreed to a one-time waiver of the transfer fee, should the franchisee decide to sell its franchise. In addition, the parties established the boundaries of the franchisee's geographic territory and delivery rights.

As part of the settlement agreement, one of the plaintiffs entered into a new franchise agreement with the Company in October 1995. Subsequently, the plaintiff breached his obligations under the franchise agreement by failing to pay required fees and the Company terminated his franchise. The plaintiff refused to vacate the restaurant he was subleasing from the Company, continued to use Company trademarks and breached his building lease with the landlord by failing to pay rent which was due. The Company was forced to pay back rent to the landlord and utilities.

The plaintiff and the Company agreed to arbitrate their claims. The plaintiff filed a claim against the Company and its former president for fraud, intentional infliction of emotional distress and breach of fiduciary duty in the amount of $418,000. The Company filed a cross claim against the plaintiff for breach of contract and trademark infringement for $100,000. The Company is also seeking indemnification for rents and utilities paid on behalf of the plaintiff and damages for trademark infringement and unfair competition claims in the amount of $7,000.

Management believes that the Company will prevail in arbitration, because the plaintiff's claims are without merit, and at best the plaintiff can only seek damages for breach of his franchise agreement since the September 1994 settlement agreement was reached between the parties. Management also believes that the outcome will not have a material adverse effect on the Company's financial position. The ruling is expected on June 2001.

4. Michael McDonnell and Sandra McDonnell vs. N.U. Pizza Holding Corporation, Numero Uno Franchise Corporation, Dan Rouse, et al., in the Circuit Court of the State of Oregon for the County of Marion, Case No. 97C13097. During the year ended June 30, 1999, an action was filed against the Company in the State of Oregon for breach of contract, violation of The Franchise Act and fraud. The plaintiff is seeking $100,000 plus attorney's fees. At June 30, 2000, the plaintiff was not moving forward with the case and is presently in bankruptcy. The Company intends to file a motion for summary judgment, and management believes that the Company will ultimately prevail at trial should a summary judgment not be granted.

Settled

5. Saleem Baakza vs. Ronald J. Gelet, Numero Uno Franchise Corporation and N. U. Pizza Holding Corporation, Superior Court of the State of California, County of Ventura Case No. SC021983. During the year ended June 30, 1996, the Company purchased a restaurant in exchange for shares of its common stock. The seller (plaintiff) was unable to subsequently sell the Company's common stock at the value established by the parties in connection with the Company's acquisition of the restaurant.

During the year ended June 30, 1999, the plaintiff filed an action against the Company alleging breach of contract, fraud and various other causes of action. In May 1999, the parties resolved their differences by entering into a settlement agreement. Pursuant to the terms of the settlement agreement, the Company has agreed to pay the plaintiff a total sum of $158,500, consisting of two monthly payments of $29,250 which were made in May and June, 1999 and the balance of $100,000 in twenty-five monthly installments of $4,000 plus interest at 9% per annum. Pursuant to the settlement agreement, the Company made its initial $4,000 payment to the plaintiff on May 1, 1999 and made monthly payments from August 1, 1999 through December 31, 1999. The remaining unpaid balance is subject to outcome of the bankruptcy filing.

6. Feiring vs. N. U. Pizza Holding Corporation, Numero Uno Franchise Corporation, Ron Gillette, Dan Rouse, et al., in the Circuit Court of the State of Oregon for the County of Polk, Case No. 97P1233. During the year ended June 30, 1999, an action was filed against the Company in the Circuit Court of the State of Oregon alleging breach of contract, violation of The Franchise Act and fraud. The plaintiff sued for $100,000 plus attorney's fees. The Company settled the matter for $15,000, which was paid during the year, ended June 30, 2000.

7. Filet Menu, Inc. vs. Numero Uno, Inc., Gelet Enterprises, Inc. and Ronald J. Gelet, Los Angeles Superior Court Case No. DC114313. This is an action filed on October 12, 1994 against the Company for breach of a settlement agreement. This matter arose out of the settlement of a previously filed lawsuit filed by the plaintiff against the Company in 1987. As part of that settlement agreement, the Company entered into a written agreement with the plaintiff for the purchase and payment of merchandise. The plaintiff alleged that the Company breached that agreement by failing to purchase all the required items and also failed to pay for some items, which were delivered under the settlement agreement. The Company contended that Filet Menu breached the settlement agreement. The Company answered the complaint and the Superior Court referred the matter to the Joint Association Settlement Program. After a settlement conference was held, the parties settled the matter. As part of the second settlement agreement, the Company agreed to pay the plaintiff an irrevocable consulting fee of $500,000, payable in monthly installments of $4,167 for a period of ten years commencing on June 15, 1996. And to use the plaintiff as exclusive supplier of various paper products used by the Company in Numero Uno restaurants for a period of five years. Subsequently, Numero Uno Franchise Corporation filed a Demand for Arbitration before JAMS/Endispute, Inc. alleging that Filet Menu violated the terms of the second settlement agreement. In November 1996, the parties entered into a new third settlement agreement, which superseded both previous agreements, referenced above. This final settlement agreement required the Company to pay the supplier a total of $238,000 consisting of immediate cash payment of $101,000, subsequent installment payments totaling $37,000 plus interest of 8% on or before November 1, 1998 and $100,000 (reduced by the plaintiff to $75,000 during the year ended June 30, 1998) payable in sixty monthly installments of $1,250.

Note 3. Income Taxes

The Company’s federal income tax provisions for the three and nine-month periods presented have been eliminated by the utilization of net operating loss carryforwards. The Company would have been required to pay additional federal income taxes in these periods had it not been able to utilize these carryforwards. A provision for minimum state income taxes has been provided in the consolidated financial statements.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Nine Months Ended March 31, 2001

Liquidity and Capital Resources

For the nine months ended March 31, 2000, the Company had negative cash flow of $23,200. The Company has continued to make some of the principal payments on its long-term debt. Cash and cash equivalents at December 31, 2000 were $20,000.

Operating Activities

Accounts payable and accrued expenses increased $17,200 to $19,900 at March 31, 2001.

Investing Activities

Notes receivable – franchisees and related party notes receivable decreased $96,900 at March 31, 2001.

Financing Activities

Long-term debt decreased $76,800 to $278,000 at March 31, 2001 due to principal payments made by the Company.

Results of Operations

Nine Months Ended March 31, 2001
As Compared to Nine Months Ended March 31, 2000

Franchise Operations

For the nine months ended March 31, 2001, the Company recognized initial franchise fees of $5,000 from one domestic license agreement, an 85.4% decrease in fees from the same period in 2000.

The Company recognized $273,100 of royalty income during the nine months ended March 31, 2001, a $42,500 (13.5%) decrease from royalty income of $315,600 recognized for the comparable period in 2000.

Interest income increased $16,900 (59.3%) to $45,400 for the nine months ended March 31, 2001 as compared to $28,500 for the nine months ended March 31, 2000. This increase is due to an increase in interest bearing notes receivable outstanding during nine months ended March 31, 2001.

Rebate income increased $300 (0.3%) to $91,100 during the nine months ended March 31, 2001 as compared to the nine months ended March 31, 2000. Other income decreased $3,900 (2.8%) to $136,200 for the nine months ended March 31, 2001.

The Company recognized $5,600 of forgiveness of debt income for the nine months ended March 31, 2000 due to the write-off of previously accrued accounts payable. There were no such write-offs during the nine months ended March 31, 2001.

General and administrative expenses decreased $54,200 (9.1%) to $542,200 during the nine months ended March 31, 2001 as compared to the nine months ended March 31, 2000. This decrease is due primarily to an overall reduction in administrative and management staff expenses.

Interest expense increased $4,800 (21.4%) to $27,200 for the nine months ended March 31, 2001 as compared to the nine months ended March 31, 2000 due to a change in interest payments on the Company's long-term debt.

Company-owned Restaurant Operations

There were no Company-owned restaurant operations during the nine months ended March 31, 2001 and 2000.

Three Months Ended March 31, 2001
As Compared to Three Months Ended March 31, 2000

Franchise Operations

For the three months ended March 31, 2001, the Company recognized no initial franchise fees as compared to $14,800 of income recognized during the same period in 2000, a 100.0% decrease in fees from the same period in 2000.

The Company recognized $88,000 of royalty income during the three months ended March 31, 2000, a $51,400 (36.9%) decrease from royalty income of $139,400 recognized for the comparable period in 2000. The decrease was due to an overall decline in system–wide sales.

Interest income increased $1,200 (11.8%) to $11,400 for the three months ended March 31, 2001 as compared to $10,200 for the three months ended March 31, 2000. This increase is due to an increase in collections on note receivable during the current quarter.

Rebate income decreased $5,400 (23.7%) to $17,400 during the three months ended March 31, 2001 as compared to the three months ended March 31, 2000. The decrease is primarily related to fluctuations in rebate payments.

General and administrative expenses increased $19,100 (11.9%) to $180,100 during the three months ended March 31, 2001 as compared to the three months ended March 31, 2000. This increase is due primarily to an increase in legal and professional fees.

Interest expense increased $2,000 (28.2%) to $9,100 for the three months ended March 31, 2001 as compared to the three months ended March 31, 2000 due to a change in interest payments on the Company's long-term debt.

Company-owned Restaurant Operations

There were no Company-owned restaurant operations during the three months ended March 31, 2001 and 2000.

President's Comments

Overall the Company has shown positive results. Numero Uno has obtained the rights for the Red River Roadhouse Grill-concept, and we are in the process of planning and building our prototype in Southern California.

An arbitration case that was pending has been completed, and we expect a ruling by end of June. Management feels that we will prevail. At the same time Numero Uno can put its Chapter 11 plan together and submit to the bankruptcy court. We expect this plan to be done in the near future and we are very optimistic that by the end of the fourth quarter, the Company should be ready to come out Chapter 11, and go forward.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK – None

PART II. OTHER INFORMATION

Item 1. Legal Proceedings – None

Item 2. Changes in Securities and Use of Proceeds – None

Item 3. Defaults Upon Senior Securities – None

Item 4. Submission of Matters to a Vote of Security Holders – None

Item 5. Other Information – None

Item 6. Exhibits and Reports on Form 8-K – None

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California on May 10, 2001.

N. U. PIZZA HOLDING CORPORATION

By: /s/ Daniel A. Rouse
Daniel A. Rouse
President

Pursuant to requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/Daniel A. Rouse	Dated: 5/10/01
Daniel A. Rouse
Chairman of the Board, President,
Treasurer, Secretary and Director

/s/Allen Chung	Dated: 5/10/01
Allen Chung
Director

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