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: December 31, 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 December 31, 2000
Common Stock, $0.001 1,712,820
(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.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheets of NPC Holdings, Inc. (a development stage
company) at December 31, 2000 and June 30, 2000, and the statements of
operations for the three and six months ended December 31, 2000 and 1999
and the period from June 28, 2000 to December 31, 2000, and the cash flows
for the three and six months ended December 31, 2000 and 1999, and the
period from June 28, 2000 to December 31, 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 December 31, 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
December 31, 2000
NPC HOLDINGS, INC.
[A Development Stage Company]
CONTENTS
PAGE
Unaudited Condensed Balance Sheets,
December 31, 2000 and June 30, 2000 2
Unaudited Condensed Statements of Operations,
for the three and six months ended December 31,
2000 and 1999 and for the period from re-entering
of the development stage on June 28, 2000
through December 31, 200 3
Unaudited Condensed Statements of Cash Flows,
for the six months ended December 31,
2000 and for the period from re-entering of
the development stage on June 28, 2000
through December 31, 2000 4
Notes to Unaudited Condensed Financial Statements 5 - 10
NPC HOLDINGS, INC.
[A Development Stage Company]
CONDENSED BALANCE SHEETS
(Unaudited)
ASSETS
December 31, June 30,
2000 2000
--------- ---------
CURRENT ASSETS
Total Current Assets $ - $ -
--------- ---------
$ - $ -
========= =========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable - related party $ 2,000 $ -
Accounts payable 2,325 -
--------- ---------
Total Current Liabilities 4,325 -
--------- ---------
$ 4,325 $ -
--------- ---------
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
100,000,000 shares authorized,
1,712,820 and 169,243 shares
issued and outstanding 1,712 169
Capital in excess of par value 1,111,712 1,043,255
Retained deficit (1,043,424) (1,043,424)
Deficit accumulated during the
development stage (74,325) -
---------- ----------
Total Stockholders' Equity (4,325) -
---------- ----------
$ - $ -
========== ==========
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.
NPC HOLDINGS, INC.
[A Development Stage Company]
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative from
For the For the the Re-entering of
Three Months Six Months Development Stage
Ended Ended on June 28, 2000
December 31, December 31, through
------------ ------------- December 31,
2000 1999 2000 1999 2000
------ ------ ------ ------ ---------------
REVENUE $ - $ - $ - $ - $ -
------- ------ ------- ------ -------
EXPENSES:
General and
administrative 74,325 - 74,325 - 74,325
------- ------ ------- ------ -------
LOSS BEFORE
INCOME TAXES (74,325) - (74,325) - (74,325)
CURRENT INCOME TAXES - - - - -
DEFERRED INCOME TAX - - - - -
------- ------ ------- ------ -------
LOSS FROM CONTINUING
OPERATIONS (74,325) - (74,325) - (74,325)
DISCONTINUED OPERATIONS:
Loss from operations
of discontinued
operation (net of
$0 in income taxes) - (29,851) - (60,908) -
------- ------- ------- ------- -------
NET (LOSS) $(74,325)$(29,851) $(74,325) $(60,908) $(74,325)
------- ------- ------- ------- -------
LOSS PER SHARE:
Loss from continuing
operations $ (.06) $ - $ (.11) $ - $ (.11)
Loss from discontinued
operations $ - $ (.18) $ - $ (.36) $ -
------ ------ ------ ------ ------
Total loss per share $ (.06) $ (.18) $ (.11) $ (.36) $ (.11)
====== ====== ====== ====== ======
The accompanying notes are an integral part of these unaudited financial
statements.
NPC HOLDINGS, INC.
[A Development Stage Company]
CONDENSED STATEMENTS OF CASH FLOWS
NET INCREASE (DECREASE) IN CASH
(Unaudited)
Cumulative from
the Re-entering of
Development Stage
For the Six Months on June 28,
Ended December 31, 2000 through
------------------- December 31,
2000 1999 2000
------- ------- -----------------
Cash Flows From Operating Activities:
Net loss $(74,325) $(60,908) $(74,325)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Stock issued for services 70,000 - 70,000
Depreciation and amortization - 1,397 -
Changes in assets
and liabilities:
Increase in receivables - 11,000 -
(Increase) in prepaid expenses - 5,901 -
Increase in accounts payable
- related party 2,000 - 2,000
Increase in accounts payable 2,325 (3,239) 2,325
Change in accrued liabilities - 2,324 -
------- ------- ------
Net Cash Provided (Used)
by Operating Activities - (43,525) -
------- ------- ------
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 - (43,525) -
Cash at Beginning of Period - 60,746 -
------- ------- ------
Cash at End of Period $ - $17,221 $ -
======= ======= ======
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Non-cash Investing and Financing Activities:
For period ended December 31, 2000:
The Company issued 1,400,000 shares of common stock for services
rendered.
The Company issued 143,577 additional shares of common stock for
rounding purposes in connection with the 1 for 300 reverse stock split.
For period ended December 31, 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 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.
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 (See Note 8).
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. (See Note 4)
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 December 31, 2000 the
Company has an accumulated deficit of $1,117,749. 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.
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 December
31, 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 November 2000, the Company issued 200,000 shares of common stock to an
attorney for services rendered, valued at $10,000 (or $.05 per share). The
Company also issued a total of 1,200,000 shares of restricted common stock to
officers of the Company for services rendered, valued at $60,000 (or $.05 per
share).
During September 2000, and reflected in the accompanying financial
statements, the Company effected a 1 for 300 reverse stock split. In
connection with the reverse stock split the Company issued 143,577 additional
shares for rounding purposes.
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.
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.
Office Space - Since the asset purchase, the Company has not had a need to
rent office space. A shareholder of the Company is allowing the Company to
use its address, as needed, at no expense to the Company.
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 December 31, 2000 and
1999 and for the period from the re-entering of development stage on June 28,
2000 through December 31, 2000:
Cumulative From
the Re-entering
For the Three For the Six of Development
Months Ended Months Ended stage on June 28,
December 31, December 31, 2000 Through
---------------- ---------------- December 31,
2000 1999 2000 1999 2000
------ ------ ------ ------ ------------
(Loss) from
continuing
operations
available
to common
stockholders
(numerator) $(74,325) $ - $(74,325) $ - $(74,325)
------- ------- ------ ------- -------
(Loss) from
discontinued
operations
(numerator) $ - $(29,851) $ - $(60,908) $ -
------- -------- ------- ------- -------
Weighted average
number of common
shares outstanding
used in earnings
per share during
the period
(denominator) 1,212,783 169,243 691,013 169,243 685,403
--------- ------- ------- ------- -------
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 acquisition
candidate 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 December 31, 2000,
reflects a total asset value of $0. 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 December 31, 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.
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: February 14, 2001 By /s/ Kelly Adams
----------------------
Kelly Adams, President