<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                   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 1934 for the quarterly period ended December 31, 2000.

                                       Or

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for 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
                         -------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   95-3656327
                         -------------------------------
                        (IRS 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 [ ] No


As of December 31, 2000, there were 1,663,776 shares of common stock
outstanding. Par value is $.001.


                                       1
<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS


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


<TABLE>
<CAPTION>
                                                         December 31,   June 30,
                                                              2000        2000
                                                         ------------   --------
                                                          (Unaudited)  (Audited)
                  ASSETS
<S>                                                      <C>           <C>
Current assets:
 Cash and cash equivalents                                   $ 34,000   $ 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
                                                             ========   ========
</TABLE>


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


                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                         December 31,    June 30,
                                                             2000          2000
                                                         -------------  ----------
                                                          (Unaudited)    (Audited)
<S>                                                      <C>            <C>
   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)
                                                          ----------    ----------
                                                          (1,011,400)     (968,300)
                                                          ----------    ----------
                                                          $  613,700    $  705,800
                                                          ==========    ==========
</TABLE>


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


                                       3

<PAGE>

               N. U. PIZZA HOLDING CORPORATION AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT FOR
            THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

                                  Three Months Ended       Six Months Ended
                                      December 31,           December 31,
                                    2000       1999        2000       1999
                                 ---------- ----------  ---------- ----------
                                      (Unaudited)            (Unaudited)
<S>                              <C>        <C>         <C>        <C>
FRANCHISE OPERATIONS:

REVENUES:
 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)
                                 ---------- ----------  ---------- ----------

</TABLE>


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


                                       4
<PAGE>


               N. U. PIZZA HOLDING CORPORATION AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
         FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                  Three Months Ended        Six Months Ended
                                      December 31,             December 31,
                                    2000        1999         2000        1999
                                 ----------  ----------   ----------  ----------
                                       (Unaudited)             (Unaudited)
<S>                              <C>          <C>          <C>           <C>
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
                                 ==========   ==========   ============  ==========

</TABLE>


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


                                       5

<PAGE>

               N. U. PIZZA HOLDING CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                     December 31,  December 31,
                                                       2000           1999
                                                   -------------  -------------
                                                   (Unaudited)    (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                <C>            <C>
 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)
                                                   -----------    -----------
</TABLE>

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


                                       6
<PAGE>

               N. U. PIZZA HOLDING CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
              FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                        December 31,  December 31,
                                                           2000           1999
                                                        ------------  ------------
                                                        (Unaudited)    (Unaudited)

CASH FLOWS FROM FINANCING ACTIVITIES:
<S>                                                     <C>            <C>
 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                                  (33,400)      (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

</TABLE>

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


                                       7
<PAGE>

               N. U. PIZZA HOLDING CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                  (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 December 31, 2000
and the results of its operations and changes in its cash flows for the three
and six 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 inactive subsidiaries, Numero Uno
Franchise Corporation and Formaggi, Inc.. Intercompany transactions 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.  Common Stock

The Board of Directors approved a reverse stock split of 50 (fifty)-to-1 (one)
for the Company's common stock, effective as of December 15, 2000. A 50-for-1
reverse split became effective as of December 15, 2000. The Company's new symbol
is NUPZ and the new Cusip number is 629432204.

The Board of Directors issued options to three key employees and one consultant
to purchase a total of 1.6 Million post-split shares (400,000 per individual) at
an exercise price of $.10 post-split.

During the period ended December 31, 2000, there were 5,500 shares of preferred
stock, series B, converted to 240,496 shares of common stock.

The Company has appointed Wall Street Marketing Group, Inc. (WSMG) as investor
relations firm. The primary strategic objective is to help


                                       8
<PAGE>

increase shareholder value and the stock price of the company. Wall Street
Marketing Group, Inc. will also assist the Company in raising capital and
developing and acquiring new growth vehicles. WSMG has received as a payment
400,000 shares of common stock.


Note 3. 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 will not be materially different than $65,000
which 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 renegotiation 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


                                       9
<PAGE>

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. A trial date for this arbitration has been set to be in
February 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


                                      10
<PAGE>

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


                                      11
<PAGE>

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 4.    Income Taxes

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


Note 5.  Election and Resignation of Director

The Company has elected Allen Chung to its Board of Directors, effective on
November 21, 2000.

At a Board of Directors meeting held on December 14, 2000, Director Michael L.
Lorella resigned his directorship with the Company and the Company accepted his
resignation effective as of 12:00 A.M. on December 15, 2000.


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


SIX MONTHS ENDED DECEMBER 31, 2000:

LIQUIDITY AND CAPITAL RESOURCES.

For the six months ended December 31, 2000, the Company had negative cash flow
of $33,400. 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 $34,000.

OPERATING ACTIVITIES.

Accounts payable and accrued expenses decreased $3,400 to $16,700 at December
31, 2000.

INVESTING ACTIVITIES:

Notes receivable - franchisees decreased $41,800 to $597,400 at December 31,
2000 due to the collection of outstanding amounts due to the Company.


                                      12
<PAGE>

No advances were made to affiliate corporations during the six moths ended
December 31, 2000.

FINANCING ACTIVITIES.

Long-term debt decreased $63,000 to $257,700 at December 31, 2000 due to
principal payments made by the Company.

Common stock and additional paid-in capital increased $700 and $14,800,
respectively, to $52,600 and $6,298,400, respectively, at December 31, 2000. The
Company issued 400,000 shares of common stock in connection with an agreement
entered into on November 2000.


RESULTS OF OPERATIONS.

SIX MONTHS ENDED DECEMBER 31, 2000
AS COMPARED TO SIX MONTHS ENDED DECEMBER 31, 1999

FRANCHISE OPERATIONS.

For the six months ended December 31, 2000, the Company recognized initial
franchise fees of $5,000, as compared to 19,500 during the six months ended
December 31, 1999.

The Company recognized $203,700 of royalty income during the six months ended
December 31, 2000, a $28,100 (16%) increase from royalty income of $175,600
recognized for the comparable period in 1999. The increase was due primarily to
an increase in the total number of operating franchised restaurants making
timely payments during the three months ended December 31, 2000 as compared to
the same period in 1999.

No rental income was recognized during the six months ended December 31, 2000.
This is due to the franchisees paying their rent directly to the landlord
instead of rents being passed through the Company as in prior years.

Interest income increased $6,100 (33%) to $24,400 for the six months ended
December 31, 2000 as compared to $18,300 for the six months ended December 31,
1999. The increase was due primarily to an increase in the total number of
operating franchised restaurants making timely payments during the three months
ended December 31, 2000 as compared to the same period in 1999.

Rebate income increased $5,800 (8.5%) to $73,800 during the six months ended
December 31, 2000 as compared to $68,000 for the six months ended December 31,
1999, due to the favorable renegotiations of certain rebate agreements.

Other income decreased $100,000 (71.4%) to $40,100 for the six months ended
December 31, 2000 due primarily to the one-time receipt during the six months
ended December 31, 1999 from a promotion Company to be used


                                      13
<PAGE>

exclusively.

The Company recognized no forgiveness of debt income for the six months ended
December 31, 2000 as compared to $5,600 during the six months ended December 31,
1999.

General and administrative expenses decreased $64,300 (15%) to $371,100 during
the six months ended December 31, 2000 as compared to the six months ended
December 31, 1999.

Interest expense increased $2,900 (19%) to $18,200 for the six months ended
December 31, 2000 as compared to the six months ended December 31, 1999 due to
an increase in the Company's long-term debt.

COMPANY-OWNED RESTAURANT OPERATIONS.

There were no Company-owned restaurant operations during the six months ended
December 31, 2000 and 1999.


THREE MONTHS ENDED DECEMBER 31, 2000
AS COMPARED TO THREE MONTHS ENDED DECEMBER 31, 1999

FRANCHISE OPERATIONS.

For the three months ended December 31, 2000, the Company recognized no initial
franchise fees as compared to $9,800 in initial franchise fees for the three
months ended December 31, 1999.

The Company recognized $98,100 of royalty income during the three months ended
December 31, 2000, a $9,100 (10%) increase from royalty income of $89,000
recognized for the comparable period in 1999. The increase was due primarily to
an increase in the total number of operating franchised restaurants making
timely payments during the three months ended December 31, 2000 as compared to
the same period in 1999.

No rental income was recognized during the three months ended December 31, 2000.
This is due to the franchisees paying their rent directly to the landlord
instead of rents being passed through the Company as in prior years.

Interest income increased $1,900 (19%) to $12,100 for the three months ended
December 31, 2000 as compared to $10,200 for the three months ended December 31
1999. This increase is due to an increase in interest bearing notes receivable
outstanding during the three months ended December 31, 2000.

Rebate income increased $11,300 (33%) to $45,600 during the three months ended
December 31, 2000 as compared to $34,300 during the three months ended December
31, 1999, due to the favorable renegotiations of certain rebate agreements and
fluctuations in payments received from the Company's exclusive soft drink
supplier.


                                      14
<PAGE>

Other income increased $7,000 (35%) to $27,000 for the three months ended
December 31, 2000. The increase in other income is primarily related to transfer
fees received.

The Company recognized $5,600 of forgiveness of debt income for the three months
ended December 31, 1999 due to the write-off of previously accrued accounts
payable. There were no such write-offs during the three months ended December
31, 2000.

General and administrative expenses consist of corporate payroll and related
benefits, insurance, legal and professional fees, license fees and depreciation
and amortization. These expenses increased $29,300 (19%) to $186,700 for the
three months ended December 31, 2000 as compared to $157,400 for the three
months ended December 31 1999. This increase is due primarily to an overall
increase in legal and professional fees.

Interest expense increased $200 (2%) to $9,200 for the three months ended
December 31, 2000 as compared to $9,000 for the three months ended December 31.

COMPANY-OWNED RESTAURANT OPERATIONS.

There were no Company-owned restaurant operations during the three months ended
December 31, 2000 and 1999

PRESIDENT'S COMMENTS:

The Company has entered into negotiations about developing a nine-state region
for Red River Roadhouse Grill. With Red River Roadhouse Grill volumes, profit
margins and history, this is a very positive opportunity for the Company.

The Company has also entered preliminary agreements with a Korean Investment
group to develop some Korean coffeehouses and other projects, both domestically
and internationally. The Company feels that these deals should come together in
March 2001.

The two new Take-out and delivery concepts have shown that they are successful
and profitable. This will be one of the new growth vehicles for the Company.


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<PAGE>

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 February 16, 2001.

N. U. PIZZA HOLDING CORPORATION


By: /s/Daniel A. Rouse
    ---------------------------------------------
    Dan 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: 2/16/01
------------------------                              -------
Daniel A. Rouse
Chairman of the Board, President,
Treasurer, Secretary and Director



/s/Allen Chung                                    Dated: 2/16/01
---------------------------                              -------
Allen Chung
Director


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