UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(x) Quarterly Report Under Section 13 or 15(d) of the Securities
Exchange act of 1934
For the Quarter ended March 31, 2000
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act oft 1934
For the transition period from _____________ to ______________
Commission File Number: 0-8536
THE NEW PARAHO CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-1034362
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5387 Manhattan Circle, #104, Boulder, CO 80303-4219
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 543-8900
__________________________________________________________________
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve 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.
(x) Yes ( ) No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
50,772,982 shares of $.01 par value common stock as of March 31,
2000.
Transitional Small Business Disclosure Format (check one):
Yes ( ) No(x)
1 of 9 pages
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements.
THE NEW PARAHO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
ASSETS March 31, June 30,
2000 1999
(Unaudited)
____________ ___________
<S> <C> <C>
Current Assets:
Cash $ 6,221 $ 60,746
Accounts Receivable 0 11,000
Prepaid Expenses and other 4,781 9,771
Total Current Assets 11,002 81,517
Supplies 12,044 12,044
Plant, Furniture and Equipment,
at cost (net of accumulated
depreciation) 614 614
Mineral Properties 40,525 40,525
Patent, at cost (net of
accumulated amortization) 26,392 28,489
Other Assets 27,000 27,000
Total Assets $ 117,577 $ 190,189
</TABLE>
-Continued on the following page-
-2-
THE NEW PARAHO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
-Continued from previous page-
<TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY March 31, June 30,
2000 1999
(Unaudited) __________
<S> <C> <C>
Current Liabilities:
Accounts Payable $ 23,462 $ 22,753
Accrued Liabilities 5,810 2,324
Reclamation Liability 100,000 100,000
Total Current Liabilities 129,272 125,077
Long Term Liabilities:
Note Payable (Note 3) 865,596 865,596
Shareholder's Equity:
Common Stock - $.01 par value,
authorized - 75,000,000 shares;
issued - 50,980,400; outstanding -
50,772,982 507,730 507,730
Par value of common stock issued in
excess of the fair market value of
assets acquired (352,648) (352,648)
Accumulated deficit (1,032,373) (955,566)
Total Shareholders' Equity (877,291) (800,484)
$117,577 $190,189
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
-3-
THE NEW PARAHO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
Nine Months Nine Months Three Months Three Months
Ended Ended Ended Ended
March 31, March 31, March 31, March 31,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
REVENUES:
Interest Income $ 1,038 $ 1,790 $ 271 $ 675
Other 1,400 3,175 200 925
TOTAL REVENUES 2,438 4,965 471 1,600
COSTS AND EXPENSES:
General & Admin. 78,072 82,125 16,370 21,223
TOTAL COSTS & EXPENSES 78,072 82,125 16,370 21,223
LOSS BEFORE TAX BENEFIT (75,634) (77,160) (15,899) (19,623)
TAX BENEFIT (ADJUSTMENT) (1,173) (2,620) - -
NET LOSS $(76,807) $(79,780) $(15,899) $(19,623)
INCOME (LOSS) PER SHARE $(0.00) $(0.00) $(0.00) $(0.00)
Weighted average
shares outstanding 50,772,982 50,772,982 50,772,982 50,772,982
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
-4-
THE NEW PARAHO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
Nine Months Nine Months
Ended Ended
March 31, March 31,
2000 1999
<S> <C> <C>
Cash flows from operating activities:
Net Loss ($76,807) $ (79,781)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 2,097 13,144
Change in operating assets and liabilities:
Change in receivables 11,000 130,204
Change in inventory 0 0
Change in prepaid expenses and other assets 4,990 8,023
Change in accounts payable 709 (24,274)
Change in accrued liabilities 3,486 3,192
Net cash used in operating activities (54,525) 50,508
Cash flows from investing activities:
Patent costs 0 (468)
Net cash used by investing activities 0 (468)
Cash flows from financing activities:
Net cash provided (used) by financing
activities 0 0
Net increase (decrease) in cash (54,525) 50,040
Cash at beginning of year 60,746 29,594
Cash at end of quarter $ 6,221 $ 79,634
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
-5-
<PAGE>
THE NEW PARAHO CORPORATION AND SUBSIDIARIES NOTES
NOTE 1 - MANAGEMENT REPRESENTATION
In the opinion of management, the accompanying unaudited
financial statements contain all adjustments (consisting of normal
recurring adjustments) necessary to present fairly the financial
position as of March 31, 2000 and the results of operations and
cash flows for the periods presented. The results of operations
for the nine month period ended March 31, 2000 are not necessarily
indicative of the results to be expected for the full year. The
June 30, 1999 balance sheet presented in this report is derived
from the June 30, 1999 audited financial statements but does not
include all disclosures required by generally accepted accounting
principles.
Certain information and footnote disclosures normally required
by generally accepted accounting principles have been condensed or
omitted. It is suggested that these condensed financial statements
be read in conjunction with the financial statements and notes
thereto included in the Company's June 30, 1999 audited report in
Form 10-K, filed with the Securities and Exchange Commission.
NOTE 2 - DEBT
On May 1, 1994, the Company's line of credit from the Tell
Ertl Family Trust was increased to $5,500,000 and on June 1, 1999,
the note was amended to reflect a maturity date of July 1, 2000.
Effective July 1, 1995, the Company was relieved and discharged of
all obligations to pay accrued interest on the line. In addition,
the line shall no longer accrue interest as of July 1, 1995. The
terms of the note provide that the Trust reserves the right to
approve activities and budgets of the Company during the term of
the promissory note. The balance of the note at March 31, 2000 was
$865,596.
NOTE 3 - SUBSEQUENT EVENT
After prior approval by its board of directors, on April 13th,
2000, the Company entered into an agreement between it's parent (ERTL),
the Trust, and Capital Consulting, Inc. Under the agreement, the Company
will exchange 100% of its assets for the elimination of its debt.
Subsequent to that exchange and by June 15, 2000, ERTL has agreed to
sell its controlling interest in the Company to Capital Consulting,
Inc. A proxy statement containing the details of this transaction will
be timely filed.
-6-
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation.
LIQUIDITY AND CAPITAL RESOURCES
The Company realized a decrease in working capital of $74,710
during the nine months ended March 31, 2000. Funds were primarily
provided by income from the rental of its Rifle facility. On
August 29, 1989 the Company signed an unsecured promissory note
with the Tell Ertl Family Trust. The principal amount of this note
was increased to a total of $5,500,000 on May 1, 1994. As of March
31, 2000, the Company owed $865,596 to the Trust. The funds were
used to cover the cost of operating expenses and asphalt research
and development. On December 18, 1996, the Company executed an
assignment of its interest in the note receivable from The Oil
Shale Company to the Trust in partial repayment of this note. The
Company does not expect to be able to pay the balance remaining on
this note when it becomes due.
The Company's three principal objectives include
commercialization of an oil shale derived asphalt binder, licensing
the Paraho technology, and research and development. However, at
the present time, in light of its inability to obtain commercial
financing, the Company is maintaining a minimal level of activity.
At this level, costs and expenses of $78,072 were incurred in the
nine months ended March 31, 2000. These costs have decreased
slightly as compared to the same period in the previous year.
Possible future sources of cash include revenues from the
sales of SOMAT. Additional future sources of cash may include
revenues from the performance of engineering services, or from the
use of the Company's pilot plant retort facility. Management
presently does not expect that significant revenues from these
sources will be obtained.
RESULTS OF OPERATIONS
Quarter ended March 31, 2000
Revenues of $471 for the quarter ended March 31, 2000,
consisting primarily of rental of its Rifle facility and some
interest income, were less than in the same quarter of the previous
year because the tenants at the facility discontinued their leases
during the period. Expenses of $16,370 for the quarter ended March
31, 2000 were also lower than the same quarter in the previous
year, because of the continuing efforts to minimize carrying costs
of this currently inactive company.
-7-
<PAGE>
PART II: OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security
Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
None.
-8-
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.
THE NEW PARAHO CORPORATION
(Registrant)
5/12/2000 /s/ Joseph L. Fox
Date Joseph L. Fox, President
5/12/2000 /s/ Anne Morgan Smith
Date Anne Morgan Smith, Controller
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> MAR-31-2000
<CASH> 6221
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11002
<PP&E> 315169
<DEPRECIATION> (314555)
<TOTAL-ASSETS> 117577
<CURRENT-LIABILITIES> 129272
<BONDS> 865596
0
0
<COMMON> 155082
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 117577
<SALES> 0
<TOTAL-REVENUES> 2438
<CGS> 0
<TOTAL-COSTS> 78072
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (75634)
<INCOME-TAX> 1173
<INCOME-CONTINUING> (76807)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (76807)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
