SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
LEE DONNA M

(Last) (First) (Middle)
3551 PLANO PARKWAY

(Street)
THE COLONY TX 75056

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2014
3. Issuer Name and Ticker or Trading Symbol
PIZZA INN HOLDINGS, INC /MO/ [ PZZI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Controller
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
No securities are beneficially owned.
STEVEN D. DAVIDSON AS ATTORNEY-IN-FACT FOR DONNA M. LEE 03/05/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
SECTION 16 POWER OF ATTORNEY



Know all by these presents, that I, Donna M. Lee, hereby constitute

and appoint Steven D. Davidson as my true and lawful attorney-in-

fact to:



(1)  Execute for me and on my behalf, in my capacity as an officer

and/or director of Pizza Inn Holdings, Inc. (the "Company"), Forms 3,

4, and 5 with respect to the beneficial ownership of securities of

the Company in accordance with Section 16(a) of the Securities

Exchange Act of 1934 and the rules thereunder;



(2)  Do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to complete and

execute any such Form 3, 4, or 5, complete and execute any

amendment or amendments thereto, and timely file such form with

the United States Securities and Exchange Commission and any stock

exchange or similar authority; and



(3)  Take any other action of any type whatsoever in connection

with the foregoing which, in the opinion of such attorney-in-fact,

may be of benefit to, in the best interest of, or legally required

by the undersigned, it being understood that the documents executed

by such attorney-in-fact on behalf of the undersigned pursuant to

this Power of Attorney shall be in such form and shall contain such

terms and conditions as such attorney-in-fact may approve in such

attorney-in-fact's discretion.



The undersigned hereby grants to such attorney-in-fact full power

and authority to do and perform any and every act and thing

whatsoever requisite, necessary, or proper to be done in the exercise

of any of the rights and powers granted above, as fully to all

intents and purposes as the undersigned might or could do if

personally present, with full power of substitution or revocation,

hereby ratifying and confirming all that such attorney-in-fact, or

such attorney-in-fact's substitute or substitutes, shall lawfully do

or cause to be done by virtue of this power of attorney and the

rights and powers herein granted. The undersigned acknowledges that

the foregoing attorney-in-fact, in serving in such capacity at the

request of the undersigned, is not assuming any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange

Act of 1934.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4, and 5 with

respect to the beneficial ownership of securities of the Company,

unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorney-in-fact and the Company.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of this 23rd day of February, 2014.





/s/ Donna M. Lee