SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM S-8

                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933

                          NPC HOLDINGS, INC.
                  ---------------------------------------
          (Exact Name of Registrant as Specified in its Charter)


            Nevada                              84-1034362
            --------                            ----------
  (State or Other Jurisdiction            (IRS Employer ID No.)
  of incorporation or organization)

                              0-08536
                              -------
                        (Commission File No.)

                     4685 S. Highland Dr., Suite 202
                         Salt Lake City, UT 84117
                       ------------------------
               (Address of Principal Executive Offices)

                           (801) 274-1011
                           --------------
           (Issuer's Telephone Number, including Area Code)

                 Consultant Compensation Agreement
              ---------------------------------------
                      (Full Title of the Plan)

                             Kelly Adams
                     4685 S Highland Dr., Suite 202
                        Salt Lake City, UT 84117
                      ------------------------
                (Name and Address of Agent for Service)

                           (801) 274-1011
                           --------------
(Telephone Number, Including Area Code, of Agent for Service)


IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT
OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX:    [ ]

                      CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------

Title of Each                     Proposed     Proposed
Class of                          Maximum      Maximum
Amount of
Securities to    Amount to        Price per    Aggregate
be Registered    be Registered    Unit/Share   Offering Price

Fee
 -----------------------------------------------------------------
$0.001 par
value common
voting stock     200,000            $.05        $10,000
$2.78 (1)
-----------------------------------------------------------------

       (1)  Calculated according to Rule 230.457(h) of the Securities and
Exchange Commission, based upon the exercise price of the options covering
the underlying common stock to be issued under the Plan.


                          PART I
Item 1.  Plan Information.
- -------------------------
     Plan.
     ----

         A copy of the Consultant Compensation Agreement(the "Plan")is
attached hereto and incorporated herein by reference.

Item 2.  Registrant Information and Employee Plan Annual Information.
-----------------------------------------------------------------

     Available Information.
     ---------------------

         Copies of the Plan, 10-KSB Annual Report of the Registrant, all
10-QSB Quarterly Reports, any Current Reports and/or proxy or information
statements filed with the Securities and Exchange Commission (the
"Commission") during the past twelve months have been provided to the Plan
participants.

           Additional information regarding the Registrant may be reviewed
at the Commission's web site www.sec.gov.

                      PART II

      Information Required in the Registration Statement
      --------------------------------------------------

Item 3.  Incorporation of Documents by Reference.
- -------------------------------------------------

          The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:

          (a)  The Registrant's 10-KSB;

          (b)  All other reports filed pursuant to Sections 13(a) or
15(d)of the Securities Exchange Act of 1934 (the "Exchange Act")for the
past twelve months;

          (c)  Not applicable.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and made a part hereof from the date of the filing
of such documents.

Item 4.  Description of Securities.
- -----------------------------------

          The Registrant is authorized to issue $0.001 par value common
voting stock.

          The holders of the $0.001 par value common stock of the
Registrant have traditional rights as to voting, dividends and liquidation.
All shares of common stock are entitled to one vote on all matters; there
are no pre-emptive rights and cumulative voting is not allowed.  The common
stock is not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of the Registrant, the
holders of common stock are entitled to share equally in corporate assets
after satisfaction of all liabilities.

Item 5.  Interest of Named Experts and Counsel.
- -----------------------------------------------

          Michael L. Labertew, Esq., who has prepared this Registration
Statement and the Plan regarding the authorization, issuance and fully-paid
and non-assessable status of the securities covered by this Registration
Statement, owns 200,000 shares of common stock of the Registrant pursuant
to a prior S-8 Registration Statement, which have an undetermined market
value as due to lack of trading in the stock of the Registrant, but which
the Registrant has assigned the value of $.05 per share. Ms. Blankenship is
not deemed to be an affiliate of the Registrant or a person associated with
an affiliate of the Registrant. See Item 8 below.

Item 6.  Indemnification of Directors and Executive Officers.
- -------------------------------------------------------------

          Under the Nevada General Corporation Law, a corporation has the
power to indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in
the right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal
proceeding, the indemnified person shall have had no reason to believe the
conduct committed was unlawful.

Item 7.  Exemption from Registration Claimed.
- ---------------------------------------------

     None.

Item 8.  Exhibits.
- ------------------

Exhibit
Number
- ------

  5     Opinion Regarding Legality

 23.1   Consent of Michael L. Labertew, Esq.

 23.2   Consent of Pritchett Siler & Hardy, P.C.

 99     Consultant Compensation Agreement

          Counterpart Signature Page

          Participant Letter


Item 9.  Undertakings.
- ----------------------

          The undersigned Registrant hereby undertakes:

          (a)  (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                      (i)     To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "1933 Act");

                     (ii)     To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and

                    (iii)     To include any additional or changed material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, only to the
extent required by the general rules and regulations of the Commission.

               (2)  That, for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

               (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

          (b)  That for purposes of determining any liability under the
1933 Act, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive officers and
controlling persons of the Registrant as outlined above or otherwise, the
Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, executive officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, executive officer
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.


                               SIGNATURES

          Pursuant to the requirements of the 1933 Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, on the date or dates appearing opposite the
respective signatures hereto.

                              REGISTRANT:

     Date: 2/22/2001         By: /s/ Kelly Adams
                              -----------------------------
                              Kelly Adams, President


          Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.


Date: 2/22/2001              By: /s/ Kelly Adams
                              -------------------------
                              Kelly Adams, President and
                              Director


           Securities and Exchange Commission File No. 0-30689

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 EXHIBITS

                                    TO

                                 FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933

                            NPC HOLDINGS, INC.


                             EXHIBIT INDEX

Exhibit
Number
- -------

  5       Opinion Regarding Legality

 23.1     Consent of Michael L. Labertew, Esq.

 23.2     Consent of Pritchett, Siler & Hardy, P.C.

 99       Consultant Compensation Agreement

               Counterpart Signature Page

               Participant Letter
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 12362}]
{"company-data": {"conformed-name": "NPC HOLDINGS INC", "cik": "0000216810", "assigned-sic": "2950", "irs-number": "841034362", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57264", "film-number": "1572400"}, "business-address": {"street1": "4685 S HIGHLAND DR", "street2": "SUITE 202", "city": "SALT LAKE CITY", "state": "UT", "zip": "84117", "phone": "3035438900"}, "mail-address": {"street1": "4685 S HIGHLAND DR", "street2": "SUITE 202", "city": "SALT LAKE CITY", "state": "UT", "zip": "84117"}, "former-company": [{"former-conformed-name": "NEW PARAHO CORP", "date-changed": "19920703"}, {"former-conformed-name": "PARAHO DEVELOPMENT CORP", "date-changed": "19861228"}]}
SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM S-8

                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933

                          NPC HOLDINGS, INC.
                  ---------------------------------------
          (Exact Name of Registrant as Specified in its Charter)

            Nevada                              84-1034362
            --------                            ----------
  (State or Other Jurisdiction            (IRS Employer ID No.)
  of incorporation or organization)

                              0-08536
                              -------
                        (Commission File No.)

                     4685 S. Highland Dr., Suite 202
                         Salt Lake City, UT 84117
                       ------------------------
               (Address of Principal Executive Offices)

                           (801) 274-1011
                           --------------
           (Issuer's Telephone Number, including Area Code)

                 Consultant Compensation Agreement
              ---------------------------------------
                      (Full Title of the Plan)

                             Kelly Adams
                     4685 S Highland Dr., Suite 202
                        Salt Lake City, UT 84117
                      ------------------------
                (Name and Address of Agent for Service)

                           (801) 274-1011
                           --------------
(Telephone Number, Including Area Code, of Agent for Service)

IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT
OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX:    [ ]

                      CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------

Title of Each                     Proposed     Proposed
Class of                          Maximum      Maximum
Amount of
Securities to    Amount to        Price per    Aggregate
be Registered    be Registered    Unit/Share   Offering Price

Fee
 -----------------------------------------------------------------
$0.001 par
value common
voting stock     200,000            $.05        $10,000
$2.78 (1)
-----------------------------------------------------------------

       (1)  Calculated according to Rule 230.457(h) of the Securities and
Exchange Commission, based upon the exercise price of the options covering
the underlying common stock to be issued under the Plan.

                          PART I
Item 1.  Plan Information.
- -------------------------
     Plan.
     ----

         A copy of the Consultant Compensation Agreement(the "Plan")is
attached hereto and incorporated herein by reference.

Item 2.  Registrant Information and Employee Plan Annual Information.
-----------------------------------------------------------------

     Available Information.
     ---------------------

         Copies of the Plan, 10-KSB Annual Report of the Registrant, all
10-QSB Quarterly Reports, any Current Reports and/or proxy or information
statements filed with the Securities and Exchange Commission (the
"Commission") during the past twelve months have been provided to the Plan
participants.

           Additional information regarding the Registrant may be reviewed
at the Commission's web site www.sec.gov.

                      PART II

      Information Required in the Registration Statement
      --------------------------------------------------

Item 3.  Incorporation of Documents by Reference.
- -------------------------------------------------

          The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:

          (a)  The Registrant's 10-KSB;

          (b)  All other reports filed pursuant to Sections 13(a) or
15(d)of the Securities Exchange Act of 1934 (the "Exchange Act")for the
past twelve months;

          (c)  Not applicable.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and made a part hereof from the date of the filing
of such documents.

Item 4.  Description of Securities.
- -----------------------------------

          The Registrant is authorized to issue $0.001 par value common
voting stock.

          The holders of the $0.001 par value common stock of the
Registrant have traditional rights as to voting, dividends and liquidation.
All shares of common stock are entitled to one vote on all matters; there
are no pre-emptive rights and cumulative voting is not allowed.  The common
stock is not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of the Registrant, the
holders of common stock are entitled to share equally in corporate assets
after satisfaction of all liabilities.

Item 5.  Interest of Named Experts and Counsel.
- -----------------------------------------------

          Michael L. Labertew, Esq., who has prepared this Registration
Statement and the Plan regarding the authorization, issuance and fully-paid
and non-assessable status of the securities covered by this Registration
Statement, owns 200,000 shares of common stock of the Registrant pursuant
to a prior S-8 Registration Statement, which have an undetermined market
value as due to lack of trading in the stock of the Registrant, but which
the Registrant has assigned the value of $.05 per share. Ms. Blankenship is
not deemed to be an affiliate of the Registrant or a person associated with
an affiliate of the Registrant. See Item 8 below.

Item 6.  Indemnification of Directors and Executive Officers.
- -------------------------------------------------------------

          Under the Nevada General Corporation Law, a corporation has the
power to indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in
the right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal
proceeding, the indemnified person shall have had no reason to believe the
conduct committed was unlawful.

Item 7.  Exemption from Registration Claimed.
- ---------------------------------------------

     None.

Item 8.  Exhibits.
- ------------------

Exhibit
Number
- ------

  5     Opinion Regarding Legality

 23.1   Consent of Michael L. Labertew, Esq.

 23.2   Consent of Pritchett Siler & Hardy, P.C.

 99     Consultant Compensation Agreement

          Counterpart Signature Page

          Participant Letter

Item 9.  Undertakings.
- ----------------------

          The undersigned Registrant hereby undertakes:

          (a)  (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                      (i)     To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "1933 Act");

                     (ii)     To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and

                    (iii)     To include any additional or changed material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, only to the
extent required by the general rules and regulations of the Commission.

               (2)  That, for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

               (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

          (b)  That for purposes of determining any liability under the
1933 Act, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive officers and
controlling persons of the Registrant as outlined above or otherwise, the
Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, executive officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, executive officer
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

                               SIGNATURES

          Pursuant to the requirements of the 1933 Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, on the date or dates appearing opposite the
respective signatures hereto.

                              REGISTRANT:

     Date: 2/22/2001         By: /s/ Kelly Adams
                              -----------------------------
                              Kelly Adams, President

          Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.

Date: 2/22/2001              By: /s/ Kelly Adams
                              -------------------------
                              Kelly Adams, President and
                              Director

           Securities and Exchange Commission File No. 0-30689

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 EXHIBITS

                                    TO

                                 FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933

                            NPC HOLDINGS, INC.

                             EXHIBIT INDEX

Exhibit
Number
- -------

  5       Opinion Regarding Legality

 23.1     Consent of Michael L. Labertew, Esq.

 23.2     Consent of Pritchett, Siler & Hardy, P.C.

 99       Consultant Compensation Agreement

               Counterpart Signature Page

               Participant Letter