NPC HOLDINGS, INC.
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended: September 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
(Former Name or Former Address if Changed Since Last Report)
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
--- --- --- ---
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date.
Class Outstanding as of September 30, 2000
Common Stock, $0.001 169,243
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None; Not Applicable.
Transitional Small Business Issuer Format Yes X No
--- ---
FORWARD-LOOKING INFORMATION
THIS FORM 10QSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
THE COMPANY OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY CONSTITUTE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF
1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995, 15 U.S.C.A. SECTIONS 77Z-2 AND
78U-5. THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR
CURRENT EXPECTATIONS OF THE COMPANY AND MEMBERS OF ITS MANAGEMENT TEAM AS
WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED.
PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE
RISKS AND UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS
CURRENTLY KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE IN FORWARD- LOOKING STATEMENTS ARE SET FORTH HEREIN.
THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING
STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED
EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER TIME.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheets of NPC Holdings, Inc. (a development stage
company) at September 30, 2000 and June 30, 2000, and the statements of
operations for the three months ended September 30, 2000 and 1999 and the
period from June 28, 2000 to September 30, 2000, and the cash flows for the
three months ended September 30, 2000 and 1999, and the period from June
28, 2000 to September 30, 2000, have been prepared by the Company's
management and they include all information and notes to the financial
statements necessary for a complete presentation of the financial position,
results of operations, and cash flows in conformity with generally accepted
accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations
and financial position have been included and all such adjustments are of a
normal recurring nature.
Operating results for the quarter ended September 30, 2000 are not
necessarily indicative of the results that can be expected for the year
ending June 30, 2001.
NPC HOLDINGS, INC.
[A Development Stage Company]
UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
NPC HOLDINGS, INC.
[A Development Stage Company]
CONTENTS
PAGE
Unaudited Condensed Balance Sheet,
September 30, 2000 and June 30, 2000 2
Unaudited Condensed Statement of Operations,
for the three months ended September 30, 2000
and for the period from re-entering of
development stage on June 28, 2000
through September 30, 200 3
Unaudited Condensed Statement of Cash Flows,
for the three months ended September 30, 2000
and for the period from re-entering of
development stage on June 28, 2000
through September 30, 2000 4
Notes to Unaudited Condensed Financial Statements 5 - 10
<TABLE>
<CAPTION>
NPC HOLDINGS, INC.
[A Development Stage Company]
CONDENSED BALANCE SHEET
(Unaudited)
<S> <C> <C>
ASSETS
September 30 June 30,
2000 2000
--------- ---------
CURRENT ASSETS
Prepaid expenses $ 2,000 $ -
--------- ---------
Total Current Assets $ 2,000 $ -
========= =========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable - related party $ 2,000 $ -
--------- ---------
Total Current Liabilities $ 2,000 $ -
--------- ---------
STOCKHOLDERS' (DEFICIT):
Common stock, $.001 par value,
100,000,000 shares authorized,
169,243 shares issued and
outstanding 169 169
Capital in excess of par value 1,043,255 1,043,255
Deficit accumulated during the
development stage (1,043,424) (1,043,424)
---------- ----------
Total Stockholders' Equity - -
---------- ----------
$ 2,000 $ -
========== ==========
</TABLE>
Note: The balance sheet of June 30, 2000 was taken from the audited financial
statements at that date and condensed.
The accompanying notes are an integral part of these unaudited financial
statement.
<TABLE>
<CAPTION>
NPC HOLDINGS, INC.
[A Development Stage Company]
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
Cumulative from
the Re-entering of
Development Stage
For the Three Months on June 28,
Ended September 30, 2000 through
-------------------- September 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) - (31,057) -
--------- --------- ----------
NET (LOSS) $ - $(31,057) $ -
--------- --------- ----------
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 unaudited financial
statements.
<TABLE>
<CAPTION>
NPC HOLDINGS, INC.
[A Development Stage Company]
CONDENSED STATEMENT OF CASH FLOWS
NET INCREASE (DECREASE) IN CASH
(Unaudited)
Cumulative from
the Re-entering of
Development Stage
For the Three Months on June 28,
Ended September 30, 2000 through
------------------- September 30,
2000 1999 2000
------- ------- ---------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net loss $ - $(31,057) $ -
Adjustments to reconcile net
loss to net cash used by
operating activities:
Depreciation and amortization - 699 -
Changes in assets
and liabilities:
(Increase) in prepaid expenses (2,000) 2,950 (2,000)
Increase in accounts payable 2,000 (4,284) 2,000
Change in accrued liabilities - 1,162 -
------- ------- ------
Net Cash Provided (Used)
by Operating Activities - (30,530) -
------- ------- ------
Cash Flows Provided by Investing Activities:
Net Cash Provided
by Investing Activities - - -
------- ------- ------
Cash Flows Provided by Financing Activities:
Proceeds from issuance of
common stock - - -
------- ------- ------
Net Cash Provided
by Financing Activities - - -
------- ------- ------
Net Increase in Cash - (30,530) -
Cash at Beginning of Period - 60,746 -
------- ------- ------
Cash at End of Period $ - $30,216 $ -
======= ======= ======
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 period ended September 30, 2000: None
For period ended September 30, 1999: None
The accompanying notes are an integral part of these unaudited financial
statements.
NPC HOLDINGS, INC.
[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 July 18, 1986). On June 28, 2000, approximately an
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 my 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.
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 affect 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.
Accounting Estimates The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the date
of the financial statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those
estimated.
Restatement The financial statements have been restated for all periods
presented to reflect a 1 for 300 reverse stock split effective September 27,
2000.
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 September 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
without the reclassifications required by generally accepted accounting
principles for companies with discontinued operations:
June 30,
2000
-----------
Revenues $ -
Operating expenses (88,564)
Other income 1,222
Provision for taxes -
-----------
Net income $(87,342)
-----------
Loss per share $ (.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
September 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
During September 2000, and reflected in the accompanying financial
statements, the Company effected a 1 for 300 reverse stock split.
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.
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 show 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 periods ended September 30, 2000
and 1999 and for the period from the re-entering of development stage on
June 28, 2000 through September 30, 2000:
Cumulative From
the Re-entering
For the Three of Development
Months Ended stage on June 28,
September 30, 2000 Through
----------------- September 30,
2000 1999 2000
------- -------- -------------
(Loss) from continuing
operations available to
common stockholders
(numerator) $ - $ - $ -
------- -------- --------
(Loss) from discontinued
operations (numerator) $ - $(31,057) $ -
------- -------- --------
Weighted average
number of common
shares outstanding
used in earnings per
share during the period
(denominator) 169,243 169,243 169,243
------- ------- -------
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.
ITEM 2. PLAN OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION
Plan of Operation
The Company is seeking to acquire assets or shares of an entity actively
engaged in business which generates revenues. The Company has no particular
acquisitions in mind and has not entered into any negotiations regarding
such an acquisition. None of the Company's officers, directors, promoters
or affiliates have engaged in any substantive contact or discussions with
any representative of any other company regarding the possibility of an
acquisition or merger between the Company and such other company as of the
date of this quarterly report. The Board of Directors intends to obtain
certain assurances of value of the target entity's assets prior to
consummating such a transaction. Any business combination or transaction
will likely result in a significant issuance of shares and substantial
dilution to present stockholders of the Company.
The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or
other assets. However, management believes the Company will be able to
offer owners of acquisition candidates the opportunity to acquire a
controlling ownership interest in a publicly registered company without
incurring the cost and time required to conduct an initial public offering.
The owners of the business opportunities will, however, incur significant
legal and accounting costs in connection with the acquisition of a business
opportunity, including the costs of preparing Form 8-K's, 10-KSB's, 10-
QSB's, agreements and related reports and documents.
Liquidity and Capital Resources
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity. The Company's balance sheet as of September 30, 2000,
reflects a total asset value of $2000.00. The Company has no cash or line
of credit, other than that which present management may agree to extend to
or invest in the Company, nor does it expect to have one before a merger is
effected. The Company will carry out its plan of business as discussed
above. The Company cannot predict to what extent its liquidity and capital
resources will be diminished prior to the consummation of a business
combination or whether its capital will be further depleted by the
operating losses (if any) of the business entity which the Company may
eventually acquire.
Results of Operations
During the period from July 1, 2000 through September 30, 2000, the Company
has engaged in no significant operations other than maintaining its
reporting status with the SEC and seeking a business combination. No
revenues were received by the Company during this period.
For the current fiscal year, the Company anticipates incurring a loss as a
result of legal and accounting expenses, and expenses associated with
locating and evaluating acquisition candidates. The Company anticipates
that until a business combination is completed with an acquisition
candidate, it will not generate revenues, and may continue to operate at a
loss after completing a business combination, depending upon the
performance of the acquired business.
Need for Additional Financing
Based upon current management's willingness to extend credit to the Company
and/or invest in the Company until a business combination is completed, the
Company believes that its existing capital will be sufficient to meet the
Company's cash needs required for the costs of compliance with the
continuing reporting requirements of the Securities Exchange Act of 1934,
as amended, and for the costs of accomplishing its goal of completing a
business combination, for an indefinite period of time. Accordingly, in the
event the Company is able to complete a business combination during this
period, it anticipates that its existing capital will be sufficient to
allow it to accomplish the goal of completing a business combination. There
is no assurance, however, that the available funds will ultimately prove to
be adequate to allow it to complete a business combination, and once a
business combination is completed, the Company's needs for additional
financing are likely to increase substantially. In addition, as current
management is under no obligation to continue to extend credit to the
Company and/or invest in the Company, there is no assurance that such
credit or investment will continue or that it will continue to be
sufficient for future periods.
Part II - Other Information
Item 1. Legal Proceedings
None; not applicable.
Item 2. Changes in Securities.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
Exhibit No. Description
EX-27 Financial Data Schedule
No other exhibits were filed on Form 8-K.
SIGNATURES
Pursuant to the requirements 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: November 14, 2000 By /s/ Kip Eardley
----------------------
Kip Eardley, President
