<PAGE>
As filed with the Securities and Exchange Commission on July __, 1999 Reg.
Number 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
N.U. PIZZA HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 95-3656327
(STATE Or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
- --------------------------------------------------------------------------------
ADVISORY AND CONSULTING AGREEMENT
(Full title of Plan)
-------------------------------------
Dan Rouse
President
16800 Devonshire Street Suite 305
Granada Hills, CA 91344
(818) 368-2616
(Name, Address and Telephone Number of Agent for Service)
Copy to:
Owen Naccarato, Esq.
31 Grenache
Irvine, CA 92614
(949) 551-4982
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price Aggregate offering Amount of
to be registered registered per share Price Registration fee
- ----------------------- --------------------- -------------------- --------------------- --------------------
- ----------------------- --------------------- -------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock 10,000,000 .03 $300,000 $83.40
($.001 par value)
- ----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>
Estimated solely for the purpose of determining the amount of registration fee
and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the exercise price of 10,000,000
warrants at .03 per share.
1
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information *
Item 2. Registration Information and Employee Plan Annual Information. *
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance
with Rule 428 under the Securities Act of 1922 and the Note to Part I
of Form S-8.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The following documents, which are on file with the Securities and Exchange
Commission, are incorporated by reference in this Registration Statement:
(a) the Company's annual report on Form 10-K for the fiscal year ended
June 30, 1998.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934, as amended (the "Exchange Act"), since June 30, 1998
through the date hereof,
(c) The description of the Common Stock which are contained in
registration statements filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
(d) All documents filed by the Registrant pursuant to Section 13(a), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
The authorized capital common stock of the Company consists of
100,000,000 shares of Common Stock, $.001 par value. Holders of the Common Stock
do not have preemptive rights to purchase additional shares of Common Stock or
other subscription fights. The Common Stock carries no conversion rights and is
not subject to redemption or to any sinking fund provisions. All shares of
Common Stock are entitled to share equally in dividends from sources legally
available therefor when, as and if declared by the Board of Directors and, upon
liquidation or dissolution of the Company, whether voluntary or involuntary, to
share equally in the assets of the Company available for distribution to
stockholders. All outstanding shares of Common Stock are validly authorized and
issued, fully paid and nonassessable, and all shares to be sold and issued as
contemplated hereby, will be validly authorized and issued, fully paid and
nonassessable. The Board of Directors is authorized to issue additional shares
of Common Stock, not to exceed the amount authorized by the Company's
Certificate of Incorporation, on such terms and conditions and for such
consideration as the Board may deem appropriate without further stockholder
action. The above description concerning the Common Stock of the Company does
not purport to be complete. Reference is made to the Company's Certificate of
Incorporation and Bylaws which are available for inspection upon proper
3
<PAGE>
notice at the Company's offices, as well as to the applicable statutes of the
State of Florida for a more complete description concerning the rights and
liabilities of stockholders. Each holder of Common Stock is entitled to one vote
per share on all matters on which such stockholders are entitled to vote. Since
the shares of Common Stock do not have cumulative voting rights, the holders of
more than 50 percent of the shares voting for the election of directors can
elect all the directors if they choose to do so and, in such event, the holders
of the remaining shares will not be able to elect any person to the Board of
Directors.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the Nevada Corporation Law, under the Company's
Certificate of Incorporation and By-Laws, the Company shall to the fullest
extent permitted by Nevada Law, as the same shall be added and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
Section from and against any and all of the expenses, liabilities or other
matters referred to in or covered by said Section, and the indemnification
provided for therein shall not be deemed exclusive of any other right to which
any person may be entitled under any By-Law, resolution of shareholders,
resolution of directors, agreement or otherwise, as permitted by said Article,
as to action in any capacity in which he served at the request of the Company.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed n the Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person, in connection with securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question as to whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
4
<PAGE>
Item 8. EXHIBITS
The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.
Item 9. UNDERTAKINGS
(a) The Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement, PROVIDED,
HOWEVER, that paragraphs (I)(i) and (I)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement
5
<PAGE>
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be in the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the above-described provisions or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Granada Hills, State of California on this 30, day
of, July, 1999.
N. U. PIZZA HOLDING CORPORATION
BY: /s/ Dan Rouse
------------------------------
Dan Rouse, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Dan Rouse Director and President July 30, 1999
- -------------
Dan Rouse
/s/ Deborah Murphy Director, Vice President July 30, 1999
- ----------------- and Secretary
Deborah Murphy
/s/ Jane Yennie Treasurer and Controller July 30, 1999
- ---------------
Jane Yennie
/s/ Michael L. Lorella Director July 30, 1999
- ----------------------
Michael L. Lorella
7
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Advisory and Consulting Agreements
5.1 Opinion of Counsel, regarding the legality of the Securities
registered hereunder.
23.1 Consent of Independent Public Accountant.
23.2 Consent of Counsel (included as part of Exhibit 5.1)
8
<PAGE>
Exhibit 4.1 Advisory and Consulting Agreement
Number of Shares
----------------
4.1(a) 5,000,000
4.1(b) 5,000,000
9
<PAGE>
Exhibit 4.1(a)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of July
23, 1999, by and between H. Seth Kaplan, 1916 Tustin Ave., Newport Beach, CA
92660 ("Consultant") and N U Pizza Holding Corporation with offices at 16800
Devonshire St., Suite 305, Granada Hills, CA 91344 (the "Company").
WITNESSETH
WHEREAS, the Company is engaged in the business of restaurant
operations and franchising, and retail food distribution, and wishes to expand
its business by acquiring other companies; and
WHEREAS, the Company requires and will continue to require consulting
services relating management, strategic planning and marketing in connection
with its business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on September 30, 2000, unless earlier terminated
in accordance with paragraph 7 herein or extended as agreed to between the
parties. If N U Pizza Holding Corporation desires to continue with this
consulting program, the Company will give Seth Kaplan the right of first refusal
to continue his services for the desired period and the Company will extent that
right for up to a year from the date of this agreement.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure, financial
matters in connection with the operation of the businesses of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company regarding its overall progress, needs and condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets,
resources, products and services;
(b) The implementation of a marketing program to enable the
Company to broaden the markets for its services and promote
the image of the Company and its products and services;
(c) Advise the Company relative to the recruitment and
employment of key executives consistent with the expansion of
operations of the Company;
10
<PAGE>
(d) The identification, evaluation, structuring, negotiating
and closing of joint ventures, strategic alliances, business
acquisitions and advice with regard to the ongoing managing
and operating of such acquisitions upon consummation thereof;
and
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans,
institutional loans, private debt funding, mezzanine
financing, blind pool financing and other preferred and common
stock equity private or public financing.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be reasonably
requested by Consultant, and shall advise Consultant of any facts which would
affect the accuracy of any data and information previously supplied pursuant to
this paragraph. The Company shall promptly supply Consultant with full and
complete copies of all financial reports, all filings with all federal and state
securities agencies; with full and complete copies of all stockholder reports;
with all data and information supplied by any financial analyst, and with all
brochures or other sales materials relating to its products or services.
COMPENSATION.
The Company will immediately grant Consultant the option to purchase
5,000,000 shares of the Company's Common Stock with an exercise price at $.03
per share, which option shall expire on September 30, 1999 at 5:00 P.M. P.S.T.
The number of shares herein are subject to the anti-dilution provisions of the
corresponding warrant which is being issued in conjunction with this Agreement.
Consultant in providing the foregoing services, shall not be responsible for any
out-of-pocket costs, including, without limitation, travel, lodging, telephone,
postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information and
data which it supplies to Consultant and acknowledges its awareness that
Consultant will rely on such continuing representation in disseminating such
information and otherwise performing its advisory functions. Consultant in the
absence of notice in writing from the Company, will rely on the continuing
accuracy of material, information and data supplied by the Company. Consultant
represents that he has knowledge of and is experienced in providing the
aforementioned services.
7. MISCELLANEOUS.
TERMINATION: This Agreement may be terminated by either Party upon
written notice to the other Party for any reason which shall be effective ten
(10) business days from the date of such notice. This Agreement shall be
terminated immediately upon written notice for material breach of this
Agreement.
MODIFICATION: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
NOTICES: Any notice required or permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to such
other address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
WAIVER: Any waiver by either Party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting
11
<PAGE>
Agreement on one or more occasions will not be considered a waiver or deprive
that Party of the right thereafter to insist upon adherence to that term of
any other term of this Consulting Agreement.
ASSIGNMENT: The Options under this Agreement are assignable at
the discretion of the Consultant.
SEVERABILITY: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
DISAGREEMENTS: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in San Diego, CA. The interpretation and the enforcement of this Agreement
shall be governed by California Law as applied to residents of the State of
California relating to contracts executed in and to be performed solely within
the State of California. In the event any dispute is arbitrated, the prevailing
Party (as determined by the arbiter(s)) shall be entitled to recover that
Party's reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
N. U. PIZZA HOLDING CORPORATION CONSULTANT
/s/ Dan Rouse /s/ H. Seth Kaplan
- ---------------------- -----------------------------
Dan Rouse H. Seth Kaplan
President and CEO
12
<PAGE>
Exhibit 4.1(b)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of July
23, 1999, by and between Darryl Gan, 1600 Antigua Way, Newport Beach, CA 92660
("Consultant") and N U Pizza Holding Corporation with offices at 16800
Devonshire St., Suite 305, Granada Hills, CA 91344 (the "Company").
WITNESSETH
WHEREAS, the Company is engaged in the business of restaurant
operations and franchising, and retail food distribution, and wishes to expand
its business by acquiring other companies; and
WHEREAS, the Company requires and will continue to require consulting
services relating management, strategic planning and marketing in connection
with its business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on September 30, 2000, unless earlier terminated
in accordance with paragraph 7 herein or extended as agreed to between the
parties. If N U Pizza Holding Corporation desires to continue with this
consulting program, the Company will give Darryl Gan the right of first refusal
to continue his services for the desired period and the Company will extent that
right for up to a year from the date of this agreement.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure, financial
matters in connection with the operation of the businesses of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company regarding its overall progress, needs and condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets,
resources, products and services;
(b) The implementation of a marketing program to enable the
Company to broaden the markets for its services and promote
the image of the Company and its products and services;
(c) Advise the Company relative to the recruitment and
employment of key executives consistent with the expansion of
operations of the Company;
13
<PAGE>
(d) The identification, evaluation, structuring, negotiating
and closing of joint ventures, strategic alliances, business
acquisitions and advice with regard to the ongoing managing
and operating of such acquisitions upon consummation thereof;
and
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans,
institutional loans, private debt funding, mezzanine
financing, blind pool financing and other preferred and common
stock equity private or public financing.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be reasonably
requested by Consultant, and shall advise Consultant of any facts which would
affect the accuracy of any data and information previously supplied pursuant to
this paragraph. The Company shall promptly supply Consultant with full and
complete copies of all financial reports, all filings with all federal and state
securities agencies; with full and complete copies of all stockholder reports;
with all data and information supplied by any financial analyst, and with all
brochures or other sales materials relating to its products or services.
COMPENSATION.
The Company will immediately grant Consultant the option to purchase
5,000,000 shares of the Company's Common Stock with an exercise price at $.03
per share, which option shall expire on September 30, 1999 at 5:00 P.M. P.S.T.
The number of shares herein are subject to the anti-dilution provisions of the
corresponding warrant which is being issued in conjunction with this Agreement.
Consultant in providing the foregoing services, shall not be responsible for any
out-of-pocket costs, including, without limitation, travel, lodging, telephone,
postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information and
data which it supplies to Consultant and acknowledges its awareness that
Consultant will rely on such continuing representation in disseminating such
information and otherwise performing its advisory functions. Consultant in the
absence of notice in writing from the Company, will rely on the continuing
accuracy of material, information and data supplied by the Company. Consultant
represents that he has knowledge of and is experienced in providing the
aforementioned services.
7. MISCELLANEOUS.
TERMINATION: This Agreement may be terminated by either Party upon
written notice to the other Party for any reason which shall be effective ten
(10) business days from the date of such notice. This Agreement shall be
terminated immediately upon written notice for material breach of this
Agreement.
MODIFICATION: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
NOTICES: Any notice required or permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to such
other address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
WAIVER: Any waiver by either Party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting
14
<PAGE>
Agreement on one or more occasions will not be considered a waiver or deprive
that Party of the right thereafter to insist upon adherence to that term of any
other term of this Consulting Agreement.
ASSIGNMENT: The Options under this Agreement are assignable at
the discretion of the Consultant.
SEVERABILITY: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
DISAGREEMENTS: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in San Diego, CA. The interpretation and the enforcement of this Agreement
shall be governed by California Law as applied to residents of the State of
California relating to contracts executed in and to be performed solely within
the State of California. In the event any dispute is arbitrated, the prevailing
Party (as determined by the arbiter(s)) shall be entitled to recover that
Party's reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
N. U. PIZZA HOLDING CORPORATION CONSULTANT
/s/ Dan Rouse /s/ Darryl Gan
- ---------------------------- ---------------------------
Dan Rouse Darryl Gan
President
15
<PAGE>
EXHIBIT 5.1
OWEN M. NACCARATO
ATTORNEY AT LAW
31 GRENACHE
IRVINE, CA 91614
OFFICE: (818) 255-4996 FAX: (818) 255-4997
- -------------------------------------------------------------------------------
July 29, 1999
N.U. PIZZA HOLDING CORPORATION
Re: Opinion of Counsel - Registration Statement on Form S-8
Gentleman:
I have acted as counsel for N.U. Pizza Holding Corporation (the
"Company"), in connection with the preparation and filing of the Company's
Registration statement on Form S-8 under the Securities Act of 1933, as
amended, (the "Registration Statement"), relating to 2,180,000 shares of the
Company's common stock, $.001 par value, (the "common stock"), issuable pursuant
to the Company's Advisory and Consulting Agreement, (the "Plan").
I have examined the Certificate of Incorporation, as amended, and the
By-Laws of the company and all amendments thereto, the Registration Statement
and originals, or copies certified to my satisfaction, of such records and
meetings, written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, and such other documents and
instruments as in my judgement are necessary or appropriate to enable me to
render the opinions expressed below.
Based on the foregoing examination, I am of the opinion that the shares
of Common Stock issuable with the Plan are duly authorized and, when issued in
accordance with the Plan, will be validly issued, fully paid and nonassessable.
Further, I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Owen Naccarato
--------------------
Owen Naccarato, Esq.
16
<PAGE>
Exhibit 23.1
[LETTERHEAD]
July 27, 1999
Board of Directors
N.U. Pizza Holding Corporation
16800 Devonshire Street, Suite 305
Granada Hills, California 91344
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
As independent public accountant, I hereby consent to the incorporation
by reference in this Registration Statement of my report on the
consolidated financial statements and financial statement schedule
included in the annual report on Form 10-K of N.U. Pizza Holding
Corporation and Subsidiaries for the year ended June 30, 1998 and
references to my firm included in this Registration Statement.
/s/ Bennett Block Accountancy Corporation
----------------------------------------------
Bennett Block Accountancy Corporation
17
