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, 1999 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, 1999. 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 ASSETS March 31, June 30, 1999 1998 (Unaudited) ____________ ___________ Current Assets: Cash $ 79,634 $ 29,594 Accounts Receivable 424 130,628 Prepaid Expenses and other 1,057 9,080 Total Current Assets 81,115 169,302 Supplies 12,044 12,044 Plant, Furniture and Equipment, at cost (net of accumulated depreciation) 3,384 14,432 Mineral Properties 40,525 40,525 Patent, at cost (net of accumulated amortization) 29,656 31,284 Other Assets 27,000 27,000 Total Assets $ 193,724 $ 294,587 -Continued on the following page- -2- THE NEW PARAHO CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS -Continued from previous page- LIABILITIES AND SHAREHOLDERS' EQUITY March 31, June 30, 1999 1998 (Unaudited) __________ Current Liabilities: Accounts Payable $ 6,513 $ 30,787 Accrued Liabilities 5,321 2,129 Reclamation Liability 100,000 100,000 Total Current Liabilities 111,834 132,916 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 (938,788) (859,007) Total Shareholders' Equity (783,706) (703,925) $193,724 $294,587 The accompanying notes are an integral part of these consolidated financial statements. -3- THE NEW PARAHO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Nine Months Nine Months Three Months Three Months Ended Ended Ended Ended March 31, March 31, March 31, March 31, 1999 1998 1999 1998 REVENUES: Interest Income $ 1,790 $ 1,813 $ 675 $ 499 Other 3,175 3,375 925 1,125 TOTAL REVENUES 4,965 5,188 1,600 1,624 COSTS AND EXPENSES: Asphalt Research 0 2,142 0 1,265 General & Admin. 82,125 139,692 21,223 37,627 TOTAL COSTS & EXPENSES 82,125 141,834 21,223 38,892 LOSS BEFORE TAX BENEFIT (77,160) (136,646) (19,623) (37,268) TAX BENEFIT (ADJUSTMENT) (2,620) 70,975 0 0 NET INCOME (LOSS) $(79,780) $(65,671) $(19,623) $(37,268) 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 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) Nine Months Nine Months Ended Ended March 31, March 31, 1999 1998 Cash flows from operating activities: Net Loss ($79,781) $ (65,671) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 13,144 27,636 Change in operating assets and liabilities: Change in receivables 130,204 (446) Change in inventory - - Change in prepaid expenses and other assets 8,023 10,982 Change in accounts payable (24,274) 5,945 Change in accrued liabilities 3,192 3,396 Net cash used in operating activities 50,508 (17,858) Cash flows from investing activities: Patent costs (468) (12,158) Net cash used by investing activities (468) (12,158) Cash flows from financing activities: Net cash provided (used) by financing activities - - Net increase (decrease) in cash 50,040 (30,016) Cash at beginning of year 29,594 43,259 Cash at end of quarter $ 79,634 $ 13,243 The accompanying notes are an integral part of these consolidated financial statements. -5- 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, 1999 and the results of operations and cash flows for the periods presented. The results of operations for the nine month period ended March 31, 1999 are not necessarily indicative of the results to be expected for the full year. The June 30, 1998 balance sheet presented in this report is derived from the June 30, 1998 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, 1998 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, 1998, the note was amended to reflect a maturity date of July 1, 1999. 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, 1999 was $865,596. -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 $67,105 during the nine months ended March 31, 1999. 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, 1999, 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 $82,125 were incurred in the nine months ended March 31, 1999. The decrease in these costs over the amount incurred in the same period of the previous year, is the result of the termination of a contract with a consultant engaged to seek financing for the Company. 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, 1999 Revenues of $1,600 for the quarter ended March 31, 1999, consisting primarily of rental of its Rifle facility, were basically unchanged from the amount recognized in the same quarter of the previous year. Expenses of $21,223 for the quarter ended March 31, 1999 were less than the same quarter in the previous year, which had included a retainer to a consultant engaged to seek financing for the Company. -7- PART II: OTHER INFORMATION Item 1. Legal Proceedings. The Company has been named in a complaint by an airport authority which utilized the Company's product in paving an airport runway. The airport authority has also filed suit against the general contractor and the project engineer alleging that the runway was negligently designed and built. Total damages asserted against all three defendants are alleged to be $750,000. Management believes that the Company has meritorious defenses, and that any potential liability would be covered by insurance. While the ultimate liability in this matter is difficult to assess, management believes that the matter will be resolved without a material adverse effect on the Company's financial position. 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) 5/7/99 /s/ Joseph L. Fox Date Joseph L. Fox, President 5/7/99 /s/ Anne Morgan Smith Date Anne Morgan Smith, Controller -9-