NPC HOLDINGS, INC.
(Formerly The New Paraho Corporation)
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: June 30, 2000
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-08536
NPC HOLDINGS, INC.
(Name of Small Business Issuer in its Charter)
NEVADA 84-1034362
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
4685 S. Highland Dr., Suite 202
Salt Lake City, UT 84117
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801)274-1011
The New Paraho Corporation
3230 E Flamingo Road, Suite 156
Las Vegas, NV 89121
(Former Name or Former Address if Changed Since Last Report)
Securities Registered under Section 12(b) of the Exchange Act: None.
Securities Registered under Section 12(g) of the Exchange Act: Common stock
having a par value of $.001 per share
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for 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.
(1) Yes X No (2) Yes X No
---- ---- ---- ----
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
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.
(1) Yes X No (2) Yes X No
--- --- --- ---
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-
KSB. [ ]
State Issuer's revenues for its most recent fiscal year:
June 30, 2000 $0.00
State the aggregate market value of the common voting stock
held by non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and asked prices of such stock, as of a
specified date within the past 60 days:
As of August 9, 2000, there were 8,988,420 shares of common voting
stock of the Registrant held by non-affiliates. During the past five
years, there has been a very limited "public market" for shares of
common stock of the Company. It is therefore difficult to determine the
market value of the stock. Based on the bid price for the Company's Common
Stock at October 1, 2000, of $.02 per share, the market value of shares
held by nonaffiliates would be $179,768.40. There are no preferred shares
authorized.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None; Not Applicable.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
Common Voting Stock
August 9, 2000
50,772,982
Preferred Stock
September 22, 2000
0
(None authorized)
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in
Item 13 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
-------------------------------------------------
This periodic report contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
with respect to the financial condition, results of operations, business
strategies, operating efficiencies or synergies, competitive positions,
growth opportunities for existing products, plans and objectives of
management. Statements in this periodic report that are not historical
facts are hereby identified as "forward-looking statements" for the purpose
of the safe harbor provided by Section 21E of the Exchange Act and Section
27A of the Securities Act.
PART I
Item 1. Description of Business.
Business Development
--------------------
History - The Company was incorporated in December 1985 under the
name The New Paraho Corporation, as a wholly-owned subsidiary of Energy
Resources Technology Land, Inc. ("ERTL"). On July 23, 1986 Paraho
Development Corporation merged with The New Paraho Corporation, which was
also a wholly-owned subsidiary of ERTL, pursuant to a plan of
reorganization under Chapter 11 of the Bankruptcy Code. After the merger,
ERTL owned 80% of the outstanding common stock of The New Paraho
Corporation. The New Paraho Corporation and its subsidiaries held patents
and proprietary rights applicable to the retorting of oil from shale by use
of an aboveground, vertical shaft retort. The Company also had certain
intellectual properties for the testing and commercial development of the
use of shale oil in the production of asphalt. In addition, the Company
owned interests in oil shale lands.
Pursuant to a unanimous vote of the majority shares represented at a
special shareholder's meeting held on June 28, 2000, Capital Consulting of
Utah, Inc., a Utah corporation, purchased 41,784,562 shares of common stock
owned by ERTL for $100,000 and thus become the majority shareholder of the
Company, as said shares account for approximately 82% of the issued and
outstanding shares of the Company. Said purchase became effective June 30,
2000. The Company's shareholders also approved the sale of substantially
all of the Company's assets to Shale Technologies, L.L.C., in exchange for
cancellation of an outstanding debt owing to Shale Technologies, L.L.C. in
the amount of $866,000.00, effective June. The details of the change in
control are set forth in the Proxy Statement and Notice filed with the SEC
on June 16, 2000.
Since the change in control with Capital Consulting of Utah, Inc., the
Company has had no business operations, and is actively seeking merger or
acquisition candidates.
Principal Products or Services and Markets
------------------------------------------
None; not applicable
Competition
-----------
Not applicable
Dependence on one or a few major customers
------------------------------------------
None; not applicable
Patents, trademarks, licenses, franchises, concessions, royalty agreements
or labor contracts, including duration
------------------------------------------------------------------
None
Need for any government approval of principal products or services
-----------------------------------------------------------------
None; not applicable
Time spent during the last two fiscal years on research and development
activities
-----------------------------------------------------------------------
The Company expended approximately $11,000 in 1999 on direct research
and development of shale oil-derived asphalt product. The Company did not
have funding for any research and development or commercial production
efforts in 2000, and as a result of the change in control of the Company,
no research and development costs are expected to be incurred in the
future.
Costs and effects of compliance with environmental laws
-------------------------------------------------------
Prior to the change in control of the Company, environmental concerns
included air quality, water usage and pollution, dust problems, spent shale
disposal and land reclamation. Numerous governmental permits were required
in connection with the construction and operation of one or more
commercial-size retorts and related facilities. The Company believes that
it and its subsidiaries received all permits necessary and posted
sufficient security to protect it from environmental contingencies. As a
result of the change in control of the applicant and the Indemnification
Agreement to the Company from ERTL, attached as an exhibit to the Company's
Definitive Proxy Statement filed June 14, 2000, the Company does not expect
to have any future costs associated with environmental laws, nor any
contingent liabilities, nor is it aware of any such liabilities.
Number of total employees and number of full time employees
-----------------------------------------------------------
None
Item 2. Description of Property.
The Company does not maintain any office nor does it own any property.
Item 3. Legal Proceedings.
The Company is not the subject of any pending legal proceedings; and
to the knowledge of management, no proceedings are presently contemplated
against the Company by any federal, state or local governmental agency.
Further, to the knowledge of management, no director or executive
officer is party to any action in which any has an interest adverse to the
Company.
Item 4. Submission of Matters to a Vote of Security Holders.
Pursuant to a unanimous vote of the majority shares represented at a
special shareholder's meeting held on June 28, 2000, the following action
occurred:
Capital Consulting of Utah, Inc., a Utah corporation, purchased
41,784,562 shares of common stock owned by ERTL and become the majority
shareholder of the Company;
the Company sold substantially all of its assets to Shale
Technologies, L.L.C., in exchange for cancellation of an outstanding debt
owing to Shale Technologies, L.L.C. in the amount of $866,000.00;
the Company's directors resigned, and three additional directors were
appointed, namely Kelly H. Adams, Pete R. Falvo, and Christopher J.
Nielsen.
The details of these actions are set forth in the Proxy Statement and
Notice filed with the SEC on June 16, 2000.
On July 12, 2000, through a majority shareholder vote at the
shareholder's meeting dated June 28,2000, The New Paraho Corporation
changed its domicile to Nevada through a merger with NPC Holdings, Inc. The
Plan of Merger provided for the dissenting shareholders to be paid the
amount, if any, to which they would be entitled under the Colorado Business
Corporation Act with respect to the rights of dissenting shareholders. No
shareholders elected to dissent. The Company also changed its
capitalization from 75,000,000 shares of common stock at $.01 par value to
100,000,000 shares of common stock at $.001 par value. The Nevada
corporation is the surviving corporation and as such the name of the
Company is now NPC Holdings, Inc.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
Market Information
------------------
During the past five years, there has been a very limited "public
market" for shares of common stock of the Company. It is therefore
difficult to determine the market value of the stock. Based on the bid
price for the Company's Common Stock at October 1, 2000, of $.02 per share,
the market value of shares held by nonaffiliates would be $179,768.40.
There are no preferred shares authorized.
The Company is listed on the OTC Bulletin Board of the National
Association of Securities Dealers ("NASD") under the symbol "NPCN".
Set forth below are the high and low bid prices for the Company's
Common Stock for the last three years.
Quarter Ended High Bid Low Bid
------------- -------- -------
September 1997 $0.00 $0.00
December 1997 $0.00 $0.00
March 1998 $0.001 $0.00
June 1998 $0.001 $0.00
September 1998 $0.00 $0.00
December 1998 $0.00 $0.00
March 1999 $0.00 $0.00
June 1999 $0.00 $0.00
September 1999 $0.00 $0.00
December 1999 $0.00 $0.00
March 2000 $0.00 $0.00
June 2000 $0.03 $0.00
September 2000 (thru 10/1/00) $0.02 $0.00
Holders
-------
The number of record holders of the Company's common stock as of
September 22, 2000, was 1,292; this number does not include an
indeterminate number of stockholders whose shares are held by brokers
in street name. The number of stockholders has been substantially the
same during the past five years.
Dividends
---------
There are no present material restrictions that limit the ability
of the Company to pay dividends on common stock or that are likely to
do so in the future. The Company has not paid any dividends with respect to
its common stock, and does not intend to pay dividends in the foreseeable
future.
Recent Sales of Unregistered Securities
---------------------------------------
None
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
Plan of Operation
------------------
Since discontinuing operations, the Company has had no business
operations. The Company intends to take advantage of any reasonable
business proposal presented which management believes will provide the
Company and its stockholders with a viable business opportunity. The board
of directors will make the final approval in determining whether to
complete any acquisition, and unless required by law, the articles of
incorporation or bylaws or by contract, shareholders' approval will not be
sought.
Currently, management is not able to determine the time or resources
that will be necessary to complete the participation in or acquisition of
any future business prospect.
Liquidity and Capital Resources
------------------------------------------------
As of June 30, 2000, the Company had no assets or liabilities, and has
an accumulated deficit of $1,043,424.
Results of Operations
-----------------------
Since the Company ceased operations as a result of the change in
control in June 2000, its only activity to date involves the investigation
of potential business opportunities.
Item 7. Financial Statements.
For the periods ended June 30, 2000 and June 30, 1999
-----------------------------------------------------
The financial statements of the Company are included following the
signature page of this form 10-KSB.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------
Hein + Associates, LLP, Certified Public Accountants located in
Denver, Colorado audited the financial statements of NPC Holdings, Inc.
(formerly known as The New Paraho Corporation) for the years ended June 30,
1999 and 1998. Hein + Associates, LLP was dismissed by management on
August 8, 2000, as a result of engaging another auditor for the Company,
Pritchett, Siler & Hardy, PC on August 7, 2000.
The decision to change accountants was approved by the board of
directors.
There were no disagreements between the Company and Hein + Associates,
whether resolved or not resolved, on any matter of accounting principles or
practices, financial statement disclosure or auditing, scope or procedure
which, if not resolved, would have caused them to make reference to the
subject matter of the disagreement in connection with their reports.
The Reports of Hein + Associates for the years 1999 and 1998 did not
contain any adverse opinions or disclaimers of opinion, but noted as to
uncertainty, audit scope or accounting principles as follows:
Note 2 to the audited financial statements of NPC Holdings, Inc. for
the years ended June 30, 1999 and 1998, addressed "Going Concern"
uncertainties, which stated, in part, "...Ultimately, the Company's ability
to continue as a going concern is dependent on obtaining third party
financing to construct a commercially feasible oil shale retort facility,
and achieving profitable operations." Management does not disagree with
this statement.
Management did not consult Pritchett, Siler & Hardy, PC regarding the
application of accounting principles to a specific completed or
contemplated transaction or the type of audit opinion that might be
rendered, nor concerning any matter that was the subject of any
disagreement or event.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers
--------------------------------------------------
The following table sets forth, in alphabetical order, the names
and the nature of all positions and offices held by all directors and
executive officers of the Company for the Company year ending June 30, 2000
and to the date hereof, and the period or periods during which each such
director or executive officer served in his or her respective positions.
Name and age Position and background
------------ -----------------------
Each of the following officers and directors were elected effective June
30, 2000:
Kip Eardley, 40 President
Experience: Mr. Eardley has been president of the
company since July 2000. He has been self-employed as
a consultant to various public and private companies
since 1989. He performs these services as president
and owner of Capital Consulting of Utah, Inc.
Kelly H. Adams, 47
Mr. Adams is the General Sales Manager for The Utah
Auto Collection, a new and used automobile dealership.
He has worked in the automobile industry since 1988.
Over the years, he has received numerous awards and
certifications including the Ford Motor Credit Top Five
Dealer Award.
Pete R. Falvo, 64
Mr. Falvo is a self employed Real Estate Agent with
Realty Executives. He represents buyers and sellers of
residential and commercial properties and has been a
realtor since 1970. Mr. Falvo has served in several
capacities on the Salt Lake Board of Realtors.
Christopher J. Nielsen, 41
Mr. Nielsen is employed as a sales executive to EIS.
EIS is a distributor of manufacturing supplies. Mr.
Nielsen has worked in sales for the past twenty years.
Each of the following officers and directors resigned as of June 30, 2000:
Theo Ertl, 83 Chairman of the Board
William J. Murray, Jr. 85 Director
Adam A. Reeves, 83 Director
Joseph L. Fox, 62 President, CEO, Director
Larry A. Lukens, 61 Director
Jann Ertl, 55 Vice President, Director
Peter L. Richard, 52 Director
Jill Ertl, 57 Vice President, Director
Twig Ertl, 53 Treasurer, Director
Buff Ertl Palm, 60 Secretary, Director
Term of Office
--------------
The term of office of the current directors shall continue until new
directors are elected or appointed.
Family Relationships
--------------------
None of the present officer and directors have any family relationship
between one another.
Involvement in Certain Legal Proceedings
----------------------------------------
During the past five years, no present or former director, person
nominated to become a director, executive officer, promoter or control
person of the Company:
(1) Was a general partner or executive officer of any business
by or against which any bankruptcy petition was filed, whether at the
time of such filing or two years prior thereto;
(2) Was convicted in a criminal proceeding or named the subject
of a pending criminal proceeding (excluding traffic violations and
other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; and
(4) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or state
authority barring, suspending or otherwise limiting for more than 60 days
the right of such person to engage in any activity described above under
this Item, or to be associated with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and
the judgment has not been reversed, suspended, or vacated.
Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------
Kip Eardley, President of Capital Consulting of Utah, Inc., which owns
approximately 82% of the Company's issued and outstanding shares, has not
filed a Form 3. No other director, executive officer or 10% shareholder
of the Company has effected any transactions in the Company's securities
through the date of filing this report.
Item 10. Executive Compensation.
----------------------------------
No current or prior officer or director has received remuneration or
compensation from the Company in any form in the past three years, nor has
any member of the Company's management been granted any option or stock
appreciation right. Accordingly, no tables relating to such items have
been included within this Item.
Compensation of Directors
-------------------------
There are no arrangements pursuant to which any of the Company's
directors were compensated during the Company's last completed fiscal year
or the previous two fiscal years for any service provided as
director.
Termination of Employment and Change of Control Arrangement
-----------------------------------------------------------
There are no compensatory plans or arrangements, including payments
to be received from the Company, with respect to any former employees,
officers or directors which would in any way result in payments to any
such person because of his or her resignation, retirement or other
termination of such person's employment with the Company or its
subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a change in control of
the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Security Ownership of Certain Beneficial Owners
-----------------------------------------------
The following table sets forth the shareholdings of those persons
who own more than five percent of the Company's common stock as of the date
hereof:
Number and Percentage
of Shares Beneficially Owned
----------------------------
Name and Address # of Shares % of Class
---------------- ---------------- ---------
Kip Eardley 41,784,562(1) 82.29 %
(1) Consists of indirect ownership. Mr. Eardley is President of Capital
Consulting of Utah, Inc., which owns 41,784,562 shares of common stock.
Security Ownership of Management
------------------------------------------
The following table sets forth the shareholdings of the Company's
directors and executive officers as the date hereof:
Number and Percentage
of Shares Beneficially Owned
----------------------------
# of Shares
Name Direct Indirect % of Class
---------------- -------------- ------------- ----------
Kip Eardley 0 41,784,562 82.29 %
All directors and
executives officers
as a group 0 41,784,562 82.29 %
=================== ======= ========== =====
Changes in Control
------------------
Pursuant to a unanimous vote of the majority shares represented at a
special shareholder's meeting held on June 28, 2000, the following action
occurred:
Capital Consulting of Utah, Inc., a Utah corporation, purchased
41,784,562 shares of common stock owned by ERTL and become the majority
shareholder of the Company;
the Company sold substantially all of its assets to Shale
Technologies, L.L.C., in exchange for cancellation of an outstanding debt
owing to Shale Technologies, L.L.C. in the amount of $866,000.00;
the Company's directors resigned, and three additional directors were
appointed, namely Kelly H. Adams, Pete R. Falvo, and Christopher J.
Nielsen.
The details of these actions are set forth in the Proxy Statement and
Notice filed with the SEC on June 16, 2000.
Item 12. Certain Relationships and Related Transactions.
Transactions with Management and Others
---------------------------------------
None; not applicable
Certain Business Relationships
------------------------------
None; not applicable
Indebtedness of Management
--------------------------
None; not applicable
Item 13. Exhibits and Reports on Form 8-K.
Documents Incorporated by Reference
----------------------------------
Proxy Statement and Notice filed with the SEC on June 16, 2000.
Reports on Form 8-K
-------------------
Form 8-K, filed July 17, 2000
Form 8-K, filed August 11, 2000
Form 8-K, filed August 18, 2000
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.
NPC Holdings, Inc.
Date: 10-10-2000 By /s/ Kip Eardley , President
------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates
indicated:
Date: 10-10-2000 /s/ Kelly H. Adams, Director
----------------------------
Date: 10-10-2000 /s/ Pete R. Falvo, Director
----------------------------
Date: 10-10-2000 /s/ Christopher J. Nielsen, Director
------------------------------------
NPC HOLDINGS, INC.
(Formerly The New Paraho Corporation)
[A Development Stage Company]
FINANCIAL STATEMENTS
JUNE 30, 2000
NPC HOLDINGS, INC.
(Formerly The New Paraho Corporation)
[A Development Stage Company]
CONTENTS
PAGE
Independent Auditors' Report 1
Balance Sheet, June 30, 2000 2
Statements of Operations, for the years ended
June 30, 2000 and 1999 and for the period
from re-entering of development stage on
June 28, 2000 through June 30, 2000 3
Statement of Stockholders' (Deficit), for the years
ended June 30, 2000 and 1999 4
Statements of Cash Flows, for the years ended
June 30, 2000 and 1999 and for the period from
re-entering of development stage on June 28, 2000
through June 30, 2000 5
Notes to Financial Statements 6 - 11
[Letterhead]
INDEPENDENT AUDITORS' REPORT
Board of Directors
NPC HOLDINGS, INC.
(Formerly The New Paraho Corporation)
Salt Lake City, Utah
We have audited the accompanying balance sheet of NPC Holdings, Inc.
(formerly The New Paraho Corporation) [a development stage company] at June
30, 2000, and the related statements of operations, stockholders' (deficit)
and cash flows for the year ended June 30, 2000 and for the period from the
re-entering of development stage on June 28, 2000 through June 30, 2000.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements audited by us present fairly, in
all material respects, the financial position of NPC Holdings, Inc.
(formerly The New Paraho Corporation) [a development stage company] as of
June 30, 2000 and the results of its operations and its cash flows for the
year ended June 30, 2000 and for the period from the re-entering of
development stage on June 28, 2000 through June 30, 2000, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the company has no on-going operations, has incurred
substantial losses since its inception and has no working capital. These
factors raise substantial doubt about its ability to continue as a going
concern. Management's plans in regards to these matters are also described
in Note 2. The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.
/s/ Pritchet, Siler & Hardy
August 7, 2000
Salt Lake City, Utah
<TABLE>
<CAPTION>
NPC HOLDINGS, INC.
(Formerly The New Paraho Corporation)
[A Development Stage Company]
BALANCE SHEET
<S> <C>
ASSETS
June 30,
2000
---------
CURRENT ASSETS $ -
---------
Total Current Assets $ -
=========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES $ -
---------
Total Current Liabilities -
---------
STOCKHOLDERS' (DEFICIT):
Common stock, $.001 par value, 100,000,000
shares authorized, 50,772,982 shares
issued and outstanding 50,773
Capital in excess of par 992,651
Retained deficit (1,043,424)
Deficit accumulated during the development stage -
----------
Total Stockholders' (Deficit) -
----------
$ -
==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
NPC HOLDINGS, INC.
(Formerly The New Paraho Corporation)
[A Development Stage Company]
STATEMENTS OF OPERATIONS
Cumulative from
the Re-entering of
Development Stage
For the Years Ended on June 28,
June 30, 2000 through
-------------------- June 30,
2000 1999 2000
--------- --------- ------------
<S> <C> <C> <C>
REVENUE $ - $ - $ -
--------- --------- ----------
EXPENSES:
General and administrative - - -
--------- --------- ----------
LOSS BEFORE INCOME TAXES - - -
Current income taxes - - -
Deferred income tax - - -
--------- --------- ----------
LOSS FROM CONTINUING OPERATIONS - - -
DISCONTINUED OPERATIONS:
Loss from operations of
discontinued operation
(net of $0 in income taxes) (87,342) (96,000) -
--------- -------- ---------
NET (LOSS) $(87,342) $(96,000) $ -
--------- -------- ----------
LOSS PER SHARE:
Loss from continuing operations $ (.00) $ (.00) $ (.00)
Loss from discontinued operations $ (.00) $ (.00) $ (.00)
------ ------ -------
Total loss per share $ (.00) $ (.00) $ (.00)
====== ====== =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
<CAPTION>
NPC HOLDINGS, INC.
(Formerly The New Paraho Corporation)
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' (DEFICIT)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
Deficit
Accumulated
From the
Re-entering
of the
Development
Stage on
Common Stock Capital in June 28, 2000
------------------ Excess of Retained through
Shares Amount Par Deficit June 28, 2000
-------- -------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE,
June 30, 1998 50,772,982 $ 50,773 $ 104,309 $(860,000) $ -
Net loss for the
year ended
June 30, 1999 - - - (96,000) -
---------- ------- -------- -------- -------
BALANCE,
June 30, 1999 50,772,982 50,773 104,309 (956,082) -
Net gain on
disposal of
discontinued
operations
including the
forgiveness of
$865,596 in
related party
debt and
assumption of
net liabilities
of $22,746,
accounted for
as a contribution
of capital by
related parties - - 888,342 - -
Net loss for the
periods ended
June 30, 2000 - - - (87,342) -
--------- ------- -------- --------- --------
BALANCE,
June 30, 2000 50,772,982 $ 50,773 $992,651 $(1,043,424) $ -
========== ======= ======== ========== ========
</TABLE>
The accompanying notes are an integral part of this financial statement .
<TABLE>
<CAPTION>
NPC HOLDINGS, INC.
(Formerly The New Paraho Corporation)
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
Cumulative from
the Re-entering of
Development Stage
For the Years Ended on June 28,
June 30, 2000 through
------------------- June 30,
2000 1999 2000
------- ------- -------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net loss $(87,342) $(96,000) $ -
Adjustments to reconcile net
loss to net cash used by
operating activities:
Depreciation 1,679 16,000 -
Changes in assets
and liabilities:
(Increase) Decrease in
tax benefit receivable 11,000 119,000 -
(Increase) Decrease in
inventory 12,000 - -
(Increase) Decrease in
prepaid expense 4,340 - -
Increase (Decrease) in
accounts payables
and accrued expense (2,677) (8,000) -
------- ------- ------
Net Cash Provided (Used)
by Operating Activities (61,000) 31,000 -
------- ------- ------
Cash Flows From Investing Activities:
Net Cash (Used)
by Investing Activities - - -
------- ------- ------
Cash Flows From Financing Activities:
Net Cash Provided
by Financing Activities - - -
------- ------- ------
Net Increase (Decrease) in Cash (61,000) 31,000 -
Cash at Beginning of the Year 61,000 30,000 -
------- ------- ------
Cash at End of the Year $ - $61,000 $ -
======= ======= ======
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
</TABLE>
Supplemental Schedule of Non-cash Investing and Financing Activities:
For year ended June 30, 2000:
As a result of the sale of the Company's operations to a related party, the
Company recorded a capital contribution in the amount of $888,342 which
resulted from the forgiveness of $865,596 in notes payable and an affiliated
company assuming estimated net liabilities of $22,746.
The Company changed its par value from $.01 to $.001.
For year ended June 30, 1999:
None
The accompanying notes are an integral part of these financial statements.
NPC HOLDINGS, INC.
(Formerly The New Paraho Corporation)
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES
Description of Business NPC Holdings, Inc. (The Company) (a Nevada
corporation) was incorporated in June 2000 to effectively change the
name and state of domicile of The New Paraho Corporation (Paraho), a
Colorado corporation incorporated on July 18, 1986). On June 28, 2000,
approximately a 82% ownership interest of Paraho was acquired by Capital
Consulting of Utah (an S Corporation) from Energy Resources Technology
Land, Inc. (ERTL) as part of an agreement. The Company does not have
any current on-going operations and is considered a development stage
company as defined in Statement of Financial Accounting Standards (SFAS)
No. 7. The Company is currently seeking to acquire or merge with an
active operating company. The Company has at the present time not paid
any dividends and any dividends that may be paid in the future will
depend upon the financial requirements of the Company and other relevant
factors.
On July 23, 1986, Paraho merged with Paraho Development Corporation (the
parent of six wholly-owned subsidiaries including Paraho Oil Shale
Demonstration, Inc., Developmental Engineering, Inc., Shale Systems
Incorporated, Green River Oil Shale Corporation, Paraho Corporation, and
Paraho Overseas Corporation) pursuant to Paraho Development
Corporation's Plan of Reorganization under Chapter 11 of the United
States Bankruptcy Code. Under the Plan of Reorganization shareholders
of Paraho Development Corporation received 5% of the outstanding common
stock of Paraho and former creditors of Paraho Development Corporation
received 15% of the common stock of Paraho and income certificates
representing a right to a specified percentage of certain income
received by Paraho from oil shale mineral properties located in Rio
Blanco County, Colorado. The merger was accounted for as a purchase.
On June 28, 2000, Paraho sold its interest in Paraho Development
Corporation and all of Paraho Development Corporation's six subsidiaries
and all other related assets to Shale Technologies, LLC (Shale) (a
Limited Liability Company with common shareholders with ERTL) in return
for Shale assuming all estimated liabilities of Paraho and indemnifying
Paraho of any future liabilities related to the former operations of
Paraho or its subsidiaries. As a result of the sale, Paraho effectively
re-entered the development stage of accounting.
Plant, Furniture and Equipment, Oil Shale Mineral Properties, and Patent
Depreciation is provided on a straight-line basis over the estimated
useful lives of the assets, which range from three to ten years.
Amortization is provided on a straight-line basis over seventeen years,
the estimated useful life of the patent.
Loss Per Common Share Basic loss per share is computed based on the
weighted average number of common shares outstanding during the periods
presented. Diluted earnings per share reflects the potential dilution
that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock. Basic and diluted
earnings per share were the same for 2000 and 1999 because the effect of
potential common stock was antidilutive.
Income Taxes The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" which requires an asset/liability approach for the effect
of income taxes.
Statement of Cash Flows The Company considers all highly liquid debt
instruments purchased with an original maturity of three months or less
to be cash equivalents.
Use of Estimates The preparation of the Company's financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates. Significant estimates
include, among other things, the estimated cost of reclamation and the
ability to recover its investment in the oil shale properties and
patent. Due to the uncertainties inherent in the estimation process and
future evaluation of commercial feasibility of the oil shale project, it
is reasonably possible that these estimates could be revised in the
near-term and that such revisions could be revised in the near-term and
that such revisions could be material.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. However, the Company has
incurred significant losses since its inception, and as of June 30, 2000
the Company has an accumulated deficit of $1,043,424. Further, the
Company currently has no working capital and has no on-going operations.
These items raise substantial doubt about the ability of the Company to
continue as a going concern. Management's plans in regard to these
matters are to seek other business opportunities through a merger or
acquisition of an operating company. These financial statements do not
include any adjustments to reflect the possible effect on the
recoverability and classification of assets or the amount and
classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.
NOTE 3 SALE OF ASSETS / DISCONTINUED OPERATIONS
On June 28, 2000, Paraho sold its interest in Paraho Development
Corporation and all of Paraho Development Corporation's six subsidiaries
with their related assets including patents and proprietary rights
applicable to the retorting of oil from shale by use of an above-ground,
vertical shaft retort, rights to certain intellectual properties to test
the suitability of shale oil in the production of asphalt, interests in
oil shale lands and all other assets of Paraho to Shale (an affiliated
company) in return for ERTL forgiving a note payable and Shale assuming
all estimated liabilities including $22,323 in trade accounts payable
and $100,000 in reclamation liabilities of Paraho and indemnifying
Paraho of any future liabilities related to the former operations of
Paraho or its subsidiaries. As a result of the sale, the Company has
effectively discontinued all of its operations and has recorded a
capital contribution of $888,342 for the $865,596 forgiveness of debt
and $22,746 of net liabilities assumed in excess of assets.
The following is a condensed proforma statement of operations that
reflects what the presentation would have been for the years ended June
30, 2000 and 1999 without the reclassifications required by generally
accepted accounting principles for companies with discontinued
operations:
June 30,
--------------------
2000 1999
--------- ---------
Revenues $ - $ 2,000
Operating expenses (88,564) (111,000)
Other income 1,222 2,000
Provision for taxes - 11,000
-------- -------
Net income $(87,342) $(96,000)
-------- --------
Loss per share $ (.00) $ (0.00)
======== =======
There is a possibility that the Company may be named in lawsuits or be
held liable for the liabilities, including the reclamation liabilities,
related to its former operations should Shale not fulfill its
obligations.
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes"
which requires the liability approach for the effect of income taxes.
At June 30, 2000 the Company had no deferred tax assets or liabilities.
Further, the Company also has no net operating loss carryforwards
available.
NOTE 5 STOCK TRANSACTIONS
In June 2000, the Company effected a change of domicile from a Colorado
corporation to a Nevada Corporation. The change also called for the
change of par value from $.01 to $.001 par value. The number of
authorized shares was also increased to 100,000,000.
Change in Control - As part of the asset purchase agreement on June 28,
2000, new directors and officers were elected, representing a change of
control. ERTL sold its common stock, representing approximately 82% of
the outstanding shares, to Capital Consulting of Utah a privately held S
Corporation.
Stock Options - The Company cancelled its Incentive Stock Plan (ISP)
dated January 1, 1991. The cancellation of the plan was one of the
conditions related to the asset purchase agreement on June 28, 2000.
On June 28, 2000 the Company established an incentive stock option plan.
The purpose of the Plan is to provide directors, officers, employees,
and consultants with additional incentives by increasing their ownership
interests in the Company. Directors, officers, and other employees of
the Company and its subsidiaries are eligible to participate in the
Plan. In addition, awards may be granted to consultants providing
valuable services to the Company. Awards under the Plan may include
incentive stock options ("ISOs"), non-qualified stock options ("NQSOs"),
stock appreciation rights, stock units, restricted stock, restricted
stock units, performance shares, performance units, or cash awards.
The Plan provides for administration by an Executive Compensation
Committee of the Board, and in the absence of such a committee, the
Board of Directors. It is expected that an Executive Compensation
Committee will be formed in 2000 following the Special Meeting. The
Executive Compensation Committee generally has discretion to determine
the terms of a Plan Award, including the type of award, number of shares
of units covered by the award, option price, term, vesting schedule, and
post-termination exercise period or payment. Notwithstanding this
discretion: (i) the number of shares subject to an award granted to any
individual in any calendar year may not exceed 50,000 shares; (ii) the
option price per share of Common Stock may not be less than 100% of the
fair market value of such share at the time of grant or 110% of the fair
market value of such shares if the option is granted to a stockholder
owning more than 10% of the combined voting power of all classes of the
stock of the Company or a parent or subsidiary on the date of the grant
of the option (a "10% stockholder"); and (iii) the term of any ISO may
not exceed 10 years, or five years if the option is granted to a 10%
stockholder. No outstanding stock option or other award under the Plan
has been granted subject to the receipt of stockholder approval of the
Plan.
A maximum of 250,000 shares of Common Stock may be subject to
outstanding awards under the Plan. Shares of Common Stock which are
attributable to awards which have expired, terminated, or been canceled
or forfeited during any calendar year are available for issuance or use
in connection with future awards.
The Plan will remain in effect indefinitely, unless earlier terminated
by the Board of Directors. No ISO may be granted more than 10 years
after the original adoption of the Plan by the Board. The Plan may be
amended by the Board of Directors without the consent of the
stockholders of the Company, except that stockholder approval is
required for any amendment that materially increases the aggregate
number of shares of stock that may be issued under the Plan or
materially modifies the requirements as to eligibility for participation
in the Plan.
NOTE 6 RELATED PARTY TRANSACTIONS
On June 28, 2000, the Company entered into an Asset Purchase Agreement
with Shale (See Note 3). The agreement essentially called for all
assets and liabilities of the Company to be acquired by Shale. Shale
also indemnified the Company from any current or future liabilities,
including reclamation liabilities, related to its former operations. As
part of the Asset Purchase Agreement, Energy Resources Technology Land,
Inc. (ERTL) cancelled the Company's remaining debt balance of $865,596
at June 28, 2000. Shale and ERTL were both related to the Company by
common control at the time of the transaction.
NOTE 7 COMMITMENTS AND CONTINGENCY
On June 28, 2000, Paraho sold its interest in Paraho Development
Corporation and all of Paraho Development Corporation's six subsidiaries
with their related assets and liabilities (See Note 3). Should the
purchaser not pay off the debt, the Company may be named in lawsuits or
be held liable for the liabilities. Management believes that the
Company is not liable for any existing liabilities related to its former
operations or subsidiaries. The Company is not currently named in any
such lawsuits nor is it aware of any such claims or suits against the
Company. No amounts have been reflected or accrued in these financials
statements for any contingent liabilities.
NOTE 8 LOSS PER COMMON SHARE
The following data shows the amounts used in computing income (loss) per
share and the effect on income and the weighted average number of shares
of dilutive potential common stock for the years ended June 30, 2000 and
1999 and for the period from the re-entering of development stage on
June 28, 2000 through June 30, 2000:
Cumulative from
the Re-entering of
For the Development Stage
Years Ended on June 28,
June 30 through
----------------- June 30,
2000 1999 2000
------ ------ ----------
(Loss) from continuing operations
available to common stockholders
(numerator) $ - $ - $ -
-------- ------- -------
(Loss) from discontinued
operations (numerator) $(87,342) $(96,000) $ -
-------- ------- -------
Weighted average number of
common shares outstanding
used in earnings per share
during the period
(denominator) 50,772,982 50,772,982 50,772,982
---------- ---------- ----------
Dilutive earnings per share was not presented, as the Company had no common
equivalent shares for all periods presented that would effect the
computation of diluted earnings (loss) per share.
