UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
 FORM 10–Q Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934 x

  Quarterly report pursuant to section 13 or
  15(d) of the Securities Exchange Act of 1934for the quarterly period ended March 31,
  2001.oro

  Transition report pursuant to section 13 or
  15(d) of the Securities Exchange Act of 1934for the transition
  period from _____________ to _____________. Commission file number 0–19522 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. xYesoNo 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)ASSETSCurrent
  assets:Cash and cash equivalents

  $20,000

  $43,200Restricted cash

  19,300

  22,100Franchisee 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

  61,700Prepaid expenses

  -

  -Total current assets

  69,900

  127,000Other
  assets:Notes receivable – franchisees, net
  of allowances of $389,400

  585,600

  577,500Deposits

  1,300

  1,300586,900

  578,800$656,800

  $705,800See
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 EQUITYCurrent
  liabilities:Accounts payable and accrued expenses

  19,900

  2,700Accrued franchise advertising

  -

  -Current portion of long–term debt

  $42,000

  $118,800Current portion – litigation
  settlements

  -

  -Loans payable to related parties

  592,800

  592,800Total current liabilities

  654,700

  714,300Long–term
  debt, net of current portion

  236,000

  236,000LIABILITIES
  SUBJECT TO COMPROMISE

  723,800

  723,800Stockholders'
  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

  8,000Preferred 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

  4,400Common 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

  51,400Additional paid–in capital

  6,298,400

  6,269,100Accumulated deficit

  (7,320,600)

  (7,301,200)(957,700)

  (968,300)$656,800

  $705,800See
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

  $34,300Royalties

  88,000

  139,400

  273,100

  315,600Interest income

  11,400

  10,200

  45,400

  28,500Rebate income

  17,400

  22,800

  91,100

  90,800Other income

  96,100

  -

  136,200

  140,100Forgiveness of debt

  -

  -

  -

  5,600212,900

  187,200

  550,800

  614,900COSTS
  AND EXPENSES:General and administrative

  180,100

  161,000

  542,200

  596,400Interest expense

  9,100

  7,100

  27,200

  22,400189,200

  168,100

  569,400

  618,800Franchise 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

  2000COMPANY-OWNED
  RESTAURANT OPERATIONS:

  (Unaudited)

  (Unaudited)Sales

  $-

  $-

  $-

  $-COSTS
  AND EXPENSES:Cost of sales

  -

  -

  -

  -Operating

  -

  -

  -

  17,500General and administrative

  -

  -

  -

  --

  -

  -

  17,500Company-owned restaurant loss

  -

  -

  

  (17,500)Income (loss) before income tax provision

  -

  -

  (18,600)

  (23,600)Income tax provision

  -

  -

  800

  800Net 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)

  $0.00Weighted average number of shares
  outstanding - basic

  1,663,776

  49,164,008

  1,663,776

  49,164,008Net income (loss) per share - diluted

  $0.00

  $0.00

  ($0.01)

  $0.00Weighted average number of shares
  outstanding - diluted

  1,663,776

  48,164,008

  1,663,776

  49,164,008See
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

  -

  29,900Forgiveness 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

  -

  4,900Deposits

  -

  (1,300)Net cash (used) provided by
  operating activities

  (1,400)

  (13,900)CASH FLOWS FROM INVESTING ACTIVITIES:Collections on notes
  receivable

  96,900

  35,500Advances 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

  $-

  $170,600Increase in notes payable

  -Principal payments on
  long-term debt

  (98,300)

  (155,500)Net cash provided (used) by financing activities

  (98,300)

  45,100Net (decrease) increase in
  cash and cash equivalents

  (23,200)

  (44,100)Cash and cash equivalents,
  beginning of period

  43,200

  58,300Cash and cash equivalents, end
  of period

  $20,000

  $14,200Supplemental information:Cash paid for interest

  $27,300

  $46,100Cash paid for income taxes

  $0

  $800See
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 CORPORATIONBy:
  /s/ Daniel A. RouseDaniel
  A. RousePresidentPursuant
  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: 5/10/01Daniel
  A. RouseChairman
  of the Board, President,Treasurer,
  Secretary and Director/s/Allen
  Chung
  Dated: 5/10/01Allen
  ChungDirector