<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                   FORM 10-KSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                               ------------------

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
                           COMMISSION FILE NO. 0-08536

                            REGENT ENERGY CORPORATION
               (Exact name of registrant as specified in charter)

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<S>                                                            <C>
         NEVADA                                                            84-1034362
--------------------------------------------------------------------------------------------------
(State or other jurisdiction                                  (IRS Employer Identification No.)
   of incorporation)

 650 NORTH SAM HOUSTON PARKWAY E., SUITE 500
 HOUSTON, TEXAS                                                                77060
--------------------------------------------------------------------------------------------------
(Address of principal                                                       (Postal Code)
 executive offices)
</TABLE>

       Registrant's telephone number, including area code: (281) 931-3800
                                                           --------------

         NPC HOLDINGS, INC.
-------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)

As of May 16, 2002 the issuer had 41,709,334 shares of its $001 par value Common
Stock issued and outstanding. Based upon the closing sale price of $0.13 per
share on May 16, 2002, the aggregate market value of the common stock held by
non-affiliates was approximately $5,422,215.

Transitional Small Business Disclosure Format (check one)

YES               NO      X
     ----------       ------

<PAGE>


                                TABLE OF CONTENTS

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                                                                                                        Page
                                                                                                        ----
                                     PART I
<S>                                                                                                        <C>
Item 1.    Business
              History and Overview..........................................................................1
              Recent Developments...........................................................................1
              Other Developments............................................................................2
              Business Strategy.............................................................................2
              Principal Products or Services or Markets.....................................................2
              Other Business Matters........................................................................3
Item 2.    Properties
              Reserves......................................................................................6
              Property Description..........................................................................7
              Producing Wells and Developed Acreage.........................................................8
              Undeveloped Acreage...........................................................................9
              Drilling Activity.............................................................................9
Item 3.       Legal Proceedings.............................................................................10
Item 4.    Submission of Matters to a Vote of Security Holders..............................................10

                                     PART II

Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters............................11
Item 6.    Management's Discussion and Analysis of Financial Condition and
              Results of Operations.........................................................................12
Item 7.    Financial Statements
           Report of Management.............................................................................20
           Consolidated Balance Sheet - December 31, 2001 and 2000..........................................21
           Consolidated Statement of Operations -
              Years Ended December 31, 2001, 2000 and 1999..................................................22
           Consolidated Statement of Cash Flows -
              Years Ended December 31, 2001, 2000 and 1999..................................................23
           Consolidated Statement of Shareholders' Equity -
              Years Ended December 31, 2001, 2000 and 1999..................................................25
           Notes to Condensed Consolidated Financial Statements.............................................26
Item 8.    Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosures.........................................................................34

                                    PART III

Item 9.    Directors and Executive Officers of the Registrant...............................................35
Item 10.   Executive Compensation...........................................................................37
Item 11.   Security Ownership of Certain Beneficial Owners and Management...................................39
Item 12.   Certain Relationships and Related Transactions...................................................39
Item 13.   Exhibits and Reports on Form 8-K.................................................................40

</TABLE>


<PAGE>

                                     PART I

ITEM 1.    BUSINESS

HISTORY AND OVERVIEW

         Regent Energy Corporation (the "Company" or "Regent") and its 100%
wholly owned subsidiary (Vulcan Minerals & Energy, Inc.) owns and operate crude
oil producing properties in the Four Corners Area of New Mexico and owns
non-operating interests in crude oil and natural gas properties on the Outer
Continental Shelf Area of the Gulf of Mexico. The Company's business includes
the acquisition and production of proved crude oil and natural gas reserves as a
means to increase company value.

         The Company was incorporated in December 1985 under the name The New
Paraho Corporation, as a wholly-owned subsidiary of Energy Resources Technology
Land, Inc. ("ERTL"). On July 23, 1986 Paraho Development Corporation merged with
The New Paraho Corporation, which was also a wholly-owned subsidiary of ERTL,
pursuant to a plan of reorganization under Chapter 11 of the Bankruptcy Code.
After the merger, ERTL owned 80% of the outstanding common stock of The New
Paraho Corporation. The New Paraho Corporation and its subsidiaries held patents
and proprietary rights applicable to the retorting of oil from shale by use of
an aboveground, vertical shaft retort. The Company also had certain intellectual
properties for the testing and commercial development of the use of shale oil in
the production of asphalt. In addition, the Company owned interests in oil shale
lands.

         Pursuant to a unanimous vote of the majority shares represented at a
special shareholder's meeting held on June 28, 2000, Capital Consulting of Utah,
Inc., a Utah corporation, purchased 41,784,562 shares of common stock owned by
ERTL for $100,000 and thus become the majority shareholder of the Company, as
said shares accounted for approximately 82% of the issued and outstanding shares
of the Company. Said purchase became effective June 30, 2000. The Company's
shareholders also approved the sale of substantially all of the Company's assets
to Shale Technologies, L.L.C., in exchange for cancellation of an outstanding
debt owing to Shale Technologies, L.L.C. in the amount of $866,000.00, effective
June. The details of the change in control are set forth in the Proxy Statement
and Notice filed with the SEC on June 16, 2000.

         Effective February 27, 2001, the Board of Directors and Shareholders of
the Company approved a merger with Vulcan Minerals & Energy, Inc., a private
Texas Corporation, and changed its name from NPC Holdings, Inc. to Regent Energy
Corporation. This transaction resulted in Vulcan Minerals & Energy, Inc.
becoming a wholly owned subsidiary of the company. Vulcan presently owns the
interests in the producing properties. At special meeting held on March 9, 2001,
the shareholders and the Board of Directors of Vulcan Minerals & Energy, Inc.
approved the merger.

RECENT DEVELOPMENTS

         In the fourth quarter 2001 and the first quarter 2002 the Company
assigned it's revenues from it's oil and gas properties to it's creditors in
satisfaction of debt obligations. As such the Company has no working capital
with which to service ongoing corporate obligations. The Company is currently
arranging alternative financing to satisfy this need. In the event that the
Company can not secure such financing arrangements the Company faces a going
concern issue.

         ACQUISITION OF BAYOU BOUILLON PROPERTY. In December 2001, the Company
purchased leases in the Bayou Bouillon gas field located in St. Martin and
Iberville Parishes in South Louisiana for $50,000. The acquisition included
1,239 acres and contains 4.9 Bcfe of proved reserves according to Ryder Scott,
the Houston based reservoir engineering firm. Adding reserves at $0.07 per
barrel of oil equivalent, is in line with the business strategy of the Company.
The Bayou Bouillon salt dome was developed in the 1950's by Texaco and produced
in excess of 153 Bcf of gas and 32 million barrels of oil from the northern part
of the dome. In addition to the proved reserves, exploratory potential exists in
the entire 26,000 acre prospect area along the mainly undeveloped south and
southwest side of the dome. We will be evaluating the area for farmouts or
additional acquisitions during 2002.

         During the first part of 2002 several of the leases have expired by
their own terms. Three leases covering 793 acres have expired leaving a
remaining 446 acres on two leases. Associated with the expired acreage was an
estimated 2.47 Bcfe of proved reserves, leaving a remaining 2.13 Bcfe of
estimated proved reserves to be be

<PAGE>

exploited. On the remaining two leases the Company has annual delay rental
obligations of $11,612 due in June 2002 and $40,000 due in October 2002.

         ACQUISITION OF PROPERTIES FROM BC&D OIL AND GAS CORPORATION. Regent has
executed a purchase and sale agreement with BC&D Oil and Gas Corporation to
purchase their interests in their Hospha, New Mexico operations. The total price
to be paid is $4,250,000 which will be paid $2,500,000 in cash and $1,750,000 in
Regent stock priced on the day of closing, plus 200,000 additional shares. This
sale includes all oil and gas assets as well as oil and gas service equipment
for use in the field. The Company plans to integrate the field equipment from
BC&D into its Horseshoe Gallup and Northeast Hogback operations in the Four
Corners area of New Mexico. This consolidation of equipment will significantly
reduce operating expenses for the Company's New Mexico properties. Current
production on the lease exceeds 400 bopd with gas expected to be 5,000 mcfpd+.
We expect to close on the purchase by the end of May 2002 and the purchase will
have an effective date of January 1, 2002.


OTHER DEVELOPMENTS

         The events of September 11 have left an indelible mark on all of
American life and business. Many sources of capital either ceased to exist or
were put on hold for many companies seeking such funding. In addition, worldwide
oil prices saw a sharp decline in the days following September 11 in
anticipation of a global recession. These sudden changes in the business climate
had a dramatic negative effect on all energy companies, Regent included. Funds
that were to be used to develop our HGU/NEHU leases, which would increase our
revenues, were cancelled as a direct result of the aftermath of the attack. As
such we are five to six months behind schedule on field development. Though we
saw a decline in our revenues, we saw this as an opportunity to acquire
additional assets at more favorable prices. This is when we were able to seek
out the BC&D Oil and Gas assets and the Bayou Bouillon properties. We strive to
continue to seek out properties that we can operate profitably and which also
provide significant upside potential.

         With the increasing tensions in the Middle East and the apparent end of
the global recession, oil and natural gas prices have begun a steady climb
toward the pre-September 11 levels. This will have a significant positive impact
on Regent as we go forward. We plan to see dramatic increases in production as
we acquire additional properties and further develop our existing properties.


BUSINESS STRATEGY

         Our plan is to grow the Company aggressively through the acquisition of
oil and gas properties with proved reserves. Our primary focus is in the Four
Corners Region of New Mexico and in properties where the Company can be the
operator. We strive to operate as an efficient and low cost operator. Our
primary focus is to look at properties that have existing proved reserves which
generate positive cash flow, and have significant upside potential. We are
currently evaluating and/or negotiating several such opportunities, which would
have a significant impact on the Company if consummated.

         One such opportunity has progressed to the point that we have signed a
purchase and sale agreement with BC&D Operating Company. Closing on this
property is scheduled for the end of May 2002. The acquisition of these
properties includes certain field service equipment that will be utilized on
these properties as well as Regent's other properties in HGU/NEHU. This will
serve to keep our operating expenses as low as possible in both of these areas
of operation.

PRINCIPAL PRODUCTS OR SERVICES AND MARKETS

         The Company's principal products are crude oil and natural gas. These
products are produced from underground reservoirs in their natural state and
sold to purchasers without any particular refinement or processing. The Company,
through its subsidiary, operates properties in the Four Corners Area on behalf
of itself and others. The market areas are the San Juan Basin of New Mexico and
the Outer Continental Shelf Gulf of Mexico.

<PAGE>


OTHER BUSINESS MATTERS

COMPETITION

         The Company faces competition in all aspects of its business, including
acquiring reserves, leases; obtaining goods, services and labor needed to
conduct its operations and manage the Company; and marketing its oil and gas.
The company's competitors include other independent producers, individual
producers and operators, and even large integrated energy companies. Many
competitors have greater financial and other resources than the Company. The
Company believes that the well defined nature of it reservoirs in its long-lived
oil fields, its development and exploration program and its experienced
management may give it a competitive advantage over some other producers.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

         The production is currently being sold to two major customers. The
crude oil is being sold long term to Giant Refining Company and Equiva Trading
L.L.C. The natural Gas is being sold month to month on the spot market.

REGULATION OF CRUDE OIL AND NATURAL GAS

         The domestic petroleum industry is subject to a wide range of
regulations throughout the United States at both the state and federal levels.
Domestic legislation affecting the industry is under constant review and
revision that frequently increase regulatory burdens. Also, numerous departments
and agencies, both state and federal, are authorized by statute to issue and
have issued rules binding on the oil and gas industry and its individual
members, compliance with which is often difficult and costly and which may carry
substantial penalties for non-compliance. The regulatory burden on the oil and
gas industry increases the cost of doing business and, consequently, affects
profitability. However, these burdens do not appear to affect the Company any
differently or to any greater or lesser extent than other companies in the
industry with similar types and quantities of production. While the Company is a
party to several regulatory proceedings before governmental agencies arising in
the ordinary course of business, the Company does not believe that the outcome
of such proceedings will have a material adverse affect on its operations or
financial condition. Set forth below is a general description of certain state
and federal regulations that have an affect on the Company's operations.

         STATE REGULATIONS. State statutes and regulations require permits for
drilling operations, lease bonds, and reports concerning operations. Most states
in which the Company operates also have statutes and regulations governing the
conservation of oil and gas and the prevention of waste, including the
unitization or pooling of oil and gas and rates of production from oil and gas
wells. Rates of production may be regulated through the establishment of maximum
daily production allowables on a market demand or conservation basis or both.

         FEDERAL REGULATIONS. A portion of the Company's oil and gas leases are
granted by the federal government and administered by the Bureau of Land
Management (BLM), and the Mineral Management Service (MMS), both of which are
federal agencies. Such leases are granted through competitive bidding, contain
relatively standardized terms and require compliance with detailed BLM and MMS
regulations and orders (which are subject to change by the BLM and the MMS). For
offshore operations, lessees must obtain MMS approval for exploration plans and
development and production plans prior to the commencement of such operations.
In addition to permits required from other agencies (such as the Coast Guard,
Army Corp of Engineers and Environmental Protection Agency), lessees must obtain
a permit from the BLM or the MMS prior to the commencement of drilling. The
interstate transportation of natural gas is regulated by the Federal Energy
Regulatory Commission (FERC) under the Natural Gas Act of 1934 and to a lesser
extent, the Natural Gas Policy Act of 1978. Since the early 1990s, FERC's
regulatory efforts have centered largely around its generic rulemaking
proceeding, Order No. 636. Through Order No. 636 and successor orders, FERC has
undertaken to restructure the interstate pipeline industry with the goal of
providing enhanced access to, and competition among, alternative gas suppliers.
By requiring interstate pipelines to "unbundle" their services and provide their
customers with direct access to any upstream pipeline capacity held by
pipelines, Order No. 636 has enabled pipeline customers to choose the levels of
transportation and storage service they require, as well as to purchase gas
directly from third-party merchants other than the pipelines. In general Order
No. 636 has facilitated the transportation of gas and the direct access to
end-user markets.

<PAGE>


         With the completion of the Order No. 636 implementation process on the
FERC level, FERC's natural gas regulatory efforts have turned towards a number
of other important policies, all of which could significantly affect the
marketing of gas. Some of the more notable to these regulatory initiatives
include (i)two new generic initiatives seeking industry input regarding the
pricing, availability, and terms of service for both the short-term and
long-term natural gas capacity markets, (ii) FERC's ongoing efforts, aided by
the participation of various industry segments through the rulemaking process
that resulted in Order No. 587 and its successor orders, to implement uniform
standards for electronic bulletin boards, electronic data exchange, and basic
business and operational practices of the pipelines, (iii) the issuance of
merger policy statement as well as the consideration and relatively expedient
approval of surge in merger applications (especially a number of so called
"convergence" mergers between electric utilities and gas companies), (iv)
increased acceptance of marker and other non-cost-based rates, such as
negotiated rates, for interstate pipeline transmission and storage capacity, (v)
a newly modified rate-of return on equity policy for interstate pipelines, and
(vi) the examination, through a number of formal rulemaking proceedings, of
certain general topics affecting the current energy industry (including a review
of regulation governing EX-PARTE communications, a proposed collaborative
process for energy facility applications, an updated landowner notification
procedure for pipeline environmental assessments, and the proposed elimination
of a number of outdated filing and reporting requirements for pipeline
certification applications).

         In addition to natural gas regulatory concerns, the FERC's unbundling
of the wholesale electric industry through generic rulemaking proceedings in
Order Nos. 888 and 889 and their successor orders may impact the natural gas
industry. The unbundling of the wholesale electric industry, along with the
recent trend toward the implementation of regional system operators and
associated power exchanges, have already been recognized as forcing electric
utilities to seek out more competitive sources of (or alternatives to ) supplies
for their gas-fired generation units.

         Numerous states have implemented statutory and regulatory initiatives
requiring local distribution companies (LDC's) to develop (to various degrees)
unbundled transportation and related service options and rates. Typically, these
programs are designed to allow the LDC's commercial, industrial, and in more and
more cases, residential customers to have access to transportation service on
the LDC, coupled with an ability to select third party city gate gas suppliers.
Similarly, several states are also addressing the unbundling of the retail
electric markets, ranging from the consideration of initial unbundling proposals
to permitting, in varying degrees, the implementation of programs allowing
direct retail access. These developments have already led a number of industry
participants to redirect significant marketing resources to these emerging
energy markets.

         ENVIRONMENTAL REGULATION. Various federal, state and local laws and
regulations covering the discharge of materials into the environment, or
otherwise relating to the protection of the environment, may affect the
Company's operations and costs. In particular the Company's oil and gas
exploration, development production and EOR operations, its activities in
connection with storage and transportation of liquid hydrocarbons and its use of
facilities for treating, processing, recovering or otherwise handling
hydrocarbons and wastes therefrom are subject to stringent environmental
regulation by governmental authorities. Such regulation has increased the cost
of planning, designing, drilling, installing, operating and abandoning the
Company's oil and gas wells and other facilities. The Company has expended
significant resources, both financial and managerial, to comply with
environmental regulations and permitting requirements and anticipates that it
will continue to do so in the future in order to comply with stricter industry
and regulatory safety standards such as those below. Although the Company
believes that its operations and facilities are in general compliance with
applicable environmental regulations, risks of substantial costs and liabilities
are inherent in oil and gas operations and there can be no assurance that
significant costs and liabilities will not be incurred in the future. Moreover,
it is possible that other developments, such as increasingly strict
environmental laws, regulations and enforcement policies thereunder, and claims
for damages to property, employees, other persons and the environment resulting
from the Company's operations, could result in substantial costs and liabilities
in the future. Although the resulting costs cannot be accurately estimated at
this time, these requirements and risks typically apply to companies with types
quantities and locations of production similar to those of the Company and to
the oil and gas industry in general.

         OFFSHORE PRODUCTION. Offshore oil and gas operations are subject to
United States Department of Interior, the Department of Transportation, The
United States Environmental Protection Agency (EPA) and certain state agencies.
In particular the Federal Water Pollution Control Act of 1972, as amended,
(FWPCA) imposes strict

<PAGE>


controls on the discharge of oil and its derivatives into navigable waters. The
FWPCA provides for civil and criminal penalties for any discharges of petroleum
in reportable quantities and, along with the Oil Pollution Act of 1990 and
similar laws, imposes substantial liability for the costs of oil removal,
remediation and damages.

         SUPERFUND. The Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA), also known as the "Superfund" law, imposes liability,
without regard to fault or the legality of the original conduct, on certain
classes of persons that contributed to the release of a "hazardous substance"
into the environment. The persons include the owner of operator of a site and
companies that disposed or arranged for the disposal of the hazardous substance
found at a site. CERCLA also authorizes the EPA and, in some cases, third
parties to take actions in response to threats to the public health or the
environment and to seek to recover from the responsible classes of persons the
costs the incur. In the course of its operations, the Company has generated and
will generate wastes that may fall within CERCLA'S definition of "hazardous
substances". The Company may be responsible under CERCLA for all or part of the
costs to clean up sites at which such wastes have been disposed.

         AIR EMISSION. The operations of the Company are subject to local, state
and federal regulations for the control emissions from sources of air pollution.
Legal and regulatory requirements in this area are increasing, and there can be
no assurance that significant costs and liabilities will not be incurred in the
future as result of new regulatory developments. In particular the 1990 Clean
Air Act Amendments impose additional requirements that may affect the Company's
operations, including permitting of existing sources and control of hazardous
air pollutants. The Company has been and may in the future be subject to
administrative enforcement actions for failure to comply strictly with air
regulations or permits. These administrative actions are generally resolved
through the payment of a monetary penalty and the correction of any identified
deficiencies. Alternatively, regulatory agencies may require the Company to
forego construction or operation of certain air emission sources.

         OTHER. The Company is subject to the requirements of the federal
Occupational Safety and Health Act (OSHA) and comparable state statutes. The
OSHA hazard communication standard, the EPA community right-to-know regulations
under Title III of the federal Superfund Amendment and Reauthorization Act and
similar state statutes require the Company to organize information about
hazardous materials used or produced in its operations. Certain of this
information must be provided to employees, state and local governmental
authorities and local citizens.

ADMINISTRATION

           OFFICE FACILITIES. The Company currently leases approximately 8,410
square feet of office space on the fifth floor of an office facility in Houston,
Texas. The lease began on January 15, 1999 for a term of 5 years, expiring on
January 31, 2004. The base rental rate for the period of February 1, 2002
through January 31, 2003 is $12,053.75 per month. The rate will escalate $611
per month to $12,664.75 for the final year.

           EMPLOYEES. As of December 31, 2001 the Company had 18 full time
employees and no part time employees. The Company has 13 employees at its office
in Houston and five field employees in New Mexico. None are covered by a
collective bargaining agreement. The Company believes that its relations with
its employees are satisfactory.


<PAGE>


ITEM 2.    PROPERTIES

           On December 31, 2001, the Company held a working interest in 166
gross (60.7 net) producing oil and gas wells, and held 40,113 gross (12,907 net)
developed acres and an additional 1,239 gross (1,239 net) undeveloped acres. The
proved reserves net to the company's interest were 4.51 million barrels of oil
and 8.38 billion cubic feet of gas (5.91 million barrels of oil equivalent). The
properties were located in the Four Corners region of the Rocky Mountains, the
Gulf of Mexico and the Gulf Coast of Louisiana.


RESERVES

           The following table sets forth information regarding changes in the
Company's estimates of proved net reserves from January 1, 1999 to December 31,
2001.

<TABLE>
<CAPTION>

                                                                INCREASE (DECREASE)
                                   --------------------------------------------------------------------------------------

                                    BALANCE AT     REVISIONS     PURCHASES                   SALES OF
                                   BEGINNING OF   OF PREVIOUS   OF MINERALS                MINERALS IN     BALANCE AT
                                      PERIOD       ESTIMATES      IN PLACE     PRODUCTION     PLACE       END OF PERIOD
                                   -------------- ------------- ------------- ------------ -------------- --------------
<S>                                    <C>           <C>        <C>           <C>          <C>            <C>
   PROVED NET RESERVES
   1999
   Oil (Bbls)                            -             -          11,090,989       (8,623)    (6,488,229)      4,594,137
   Gas (Mcf)                             -             -             -             -              -              -
   Oil Equivalents (Bbls)                -             -          11,090,989       (8,623)    (6,488,229)      4,594,137

   2000
   Oil (Bbls)                          4,594,137     (676,337)       692,890      (53,290)        -            4,557,400
   Gas (Mcf)                             -             -           5,180,604      (79,304)        -            5,101,264
   Oil Equivalents (Bbls)              4,594,137     (676,337)     1,556,324      (66,507)        -            5,407,611

   2001
   Oil (Bbls)                          4,557,400     (109,272)       221,850     (161,187)        -            4,508,791
   Gas (Mcf)                           5,101,264        50,088     3,622,861     (395,558)        -            8,378,655
   Oil Equivalents (Bbls)              5,407,611     (100,924)       825,660     (227,113)        -            5,905,234

</TABLE>

           The following table sets forth information regarding changes in the
Company's estimated proved developed reserves and estimated future net revenues
at December 31 for each of the years 1999 through 2001.


<TABLE>
<CAPTION>

                                                                      FOR THE YEAR ENDED DECEMBER 31
                                                              -----------------------------------------------
    PROVED DEVELOPED RESERVES                                      2001            2000            1999
                                                              --------------- ---------------- --------------
<S>                                                           <C>             <C>              <C>
    Oil (Bbls)                                                     1,253,477        1,590,000      1,152,326
    Gas (Mcf)                                                      3,049,998        4,977,900              -
    Oil Equivalents(Bbls)                                          1,761,810        2,419,650      1,152,326
    Estimated Future Net Revenues                                $34,436,000     $101,851,000    $89,044,000
    Estimated Present Value of  Future Net Revenues              $13,012,000      $62,042,000    $31,708,000
    Prices Used to Determine Future Net Revenues:
         Oil  (Per Bbl)                                               $16.60           $23.39         $22.90
         Gas (Per Mcf)                                                 $2.42            $9.97              -

</TABLE>


<PAGE>


           The following table sets forth summary information with respect to
the company's estimated proved oil and gas reserves by region at December 31,
2001.

<TABLE>
<CAPTION>
                                                    PRESENT            BARRELS            MCF OF
PROVED RESERVES                                      VALUE              OF OIL              GAS              CAPITAL
                                                 --------------      -------------      ------------      --------------
<S>                                              <C>                 <C>                <C>               <C>
Horseshoe Gallup Field
        Developed                                   $(775,000)             57,000                 -            $841,000
        Developed Non-producing                     $5,020,000            688,000                 -          $1,037,000
        Undeveloped                                 $5,914,000          2,930,000                 -         $10,855,000
                                                 --------------      -------------      ------------      --------------
        Total                                      $10,159,000          3,675,000                 -         $12,733,000

Gulf of Mexico
        Developed                                 $(5,009,000)            383,000         1,337,000          $4,782,000
        Developed Non-producing                       $730,000            125,000         1,714,000            $631,000
        Undeveloped                                 $3,608,000            103,000         1,693,000            $503,000
                                                 --------------      -------------      ------------      --------------
        Total                                       $(671,000)            611,000         4,744,000          $5,916,000

Bayou Bouillon Field
        Developed                                            -                  -                 -                   -
        Developed Non-producing                     $3,524,000            222,000         3,635,000          $4,938,000
        Undeveloped                                          -                  -                 -                   -
                                                 --------------      -------------      ------------      --------------
        Total                                       $3,524,000            222,000         3,635,000          $4,938,000
</TABLE>

           Proved oil and gas reserves are the estimated quantities of crude
oil, condensate and natural gas which geological and engineering data
demonstrate with reasonable certainty to be recoverable in future years from
known reservoirs under existing economic and operating conditions. Proved
developed oil and gas reserves are reserves that can be expected to be recovered
through existing wells with existing equipment and operating methods. The above
estimated net interests in proved reserves are based upon subjective engineering
judgments and may be affected by the limitations inherent in such estimation.
The process of estimating reserves is subject to continual revision as
additional information becomes available as a result of drilling, testing,
reservoir studies and production history. There can be no assurance that such
estimates will not be materially revised in subsequent periods. The 1999
reserves were evaluated by Huddleston and Associates, the 2000 reserves by Ryder
Scott Company, and the 2001 reserves by internal engineers.

           Future net cash flow represents future gross cash flow from the
production and sale of proved reserves, net of production costs (including
production taxes, ad valorem taxes and operating expenses) and future
development cost. Such calculations, which are prepared in accordance with the
Statement of Financial Accounting Standards Number 69 "Disclosures about Oil and
Gas Producing Activities" are based on cost and price factors as of December 31.
There can be no assurance that the proved reserves will be developed within the
periods indicated or that prices and costs will remain as forecast. There are
numerous uncertainties inherent in estimating reserves and related information
and different reservoir engineers often arrive at different estimates for the
same properties.


PROPERTY DESCRIPTION

           The Company's reserves at year-end were located in three regions; the
Four Corners area of the Rocky Mountains, the Gulf of Mexico, and the Louisiana
Gulf Coast. Specifically, the Company has two waterflood units in San Juan
County, New Mexico at the Horseshoe Gallup Field (Northeast Hogback Unit and
Horseshoe Gallup Unit), three blocks in federal waters off the Louisiana coast
(Vermillion Block 331 Field, West Delta Block 79 Field, and West Delta Block 86
Field), and the Bayou Bouillion Field in Saint Martin and Iberville Parishes of
Louisiana.

           The company operates 118 producing oil wells at Horseshoe Gallup
Field with a 41% working interest. The Company is currently in negotiations with
the other working interest owners to settle the outstanding joint

<PAGE>

interest billings on this field. As a result of these negotiations, as of May 8,
2002 owners representing 10.5% of the total interest have agreed to assign their
interest back to us in settlement of the billings.

           The Horseshoe Gallup Field, which was initially developed on a
forty-acre spacing by Atlantic Richfield in the late 1950's with waterflooding
initiated in the early 1960's, produces from Cretaceous age Gallup Sands at
depths of 1,000 to 2,000 feet. Production to date is over 34 million barrels of
oil. A highly successful 20 acre down spacing pilot project was conducted during
the 1970's by Atlantic Richfield. This project indicates that significant
remaining reserves can be recovered from the field by down spacing the entire
field. The company has drilled and completed three wells and worked over eleven
wells at the field since acquiring the property in 1999, with similar results to
the initial pilot project. The company presently has 198 proven undeveloped
locations booked at the field with 36 of those locations staked and 6 of those
permitted.

         On February 8, 2002 the Company signed a Contract with BC&D Operating
Company to purchase their interest in certain oil and gas properties located in
the Hospha Field in northwest New Mexico's McKinley County. The parties have
signed a purchase and sale agreement detailing the terms of the $4,250,000 cash
and stock purchase price. The Company will acquire all of BC&D's working
interest and operate the properties, which are currently producing 400 barrels
of oil and is expected to produce 5,000+ mcf of gas per day. In addition to the
existing proved reserves and cash flow, a fleet of drilling and work over
equipment is included. This equipment will allow the company to drill and
produce its leases in the Four Corners area without outside vendors for those
specific services. It is anticipated that this will greatly reduce the costs of
operation and development of the company's leases in this area.

           In November 2000, the company purchased an operated Gulf of Mexico
package from Marathon Oil Company, which included Vermillion Block 331, West
Delta 79 and West Delta 86 Fields. Prior to closing Amerada Hess was elected
operator of the properties. Production at the fields has performed as initially
projected. Additional field potential, both developed and undeveloped, has been
identified by the Company. However, the costs associated with Amerada Hess's
operations have greatly exceeded the Company's initial projections, in fact they
have also greatly exceeded Marathon's historical cost, and as a result have had
a tremendous negative impact on the company.

           The company acquired a package of properties at Bayou Bouillion Field
from MTBB Acquisition Company during December 2001. The package includes three
proven undeveloped locations, as determined by Ryder Scott Company, and
additional probable and possible reserves as well as the potential for a 3D
survey.


PRODUCING WELLS AND DEVELOPED ACREAGE

PRODUCING WELLS

           The following table shows the number of gross and net producing wells
by area and field that the Company had as of December 31, 2001.

<TABLE>
<CAPTION>
                                                             OIL WELLS              GAS WELLS             TOTAL WELLS
                                                         -------------------    ------------------     -------------------
   AREA OR STATE              FIELD                       GROSS      NET         GROSS      NET         GROSS      NET
   -----------------------    -----------------------    --------- ---------    --------- --------     --------- ---------
<S>                           <C>                         <C>       <C>           <C>      <C>          <C>       <C>
   Gulf of Mexico             Vermilion Blk 331             10       2.5           3        0.8           13       3.3
                              West Delta Blk 79             29       7.3           3        0.8           32       8.1
                              West Delta Blk 86              0       0.0           3        0.9            3       0.9

   New Mexico                 Horseshoe Gallup             118      48.4           0        0.0          118      48.4
                                                         --------- ---------    --------- --------     --------- ---------

   Total                                                   157      58.2           9        2.5          166      60.7
                                                         ========= =========    ========= ========     ========= =========

</TABLE>


<PAGE>


DEVELOPED ACREAGE

           The following table shows the location of our gross and net working
interests on developed acreage as of December 31, 2001.

<TABLE>
<CAPTION>
                                                                                ACREAGE
                                                                        ------------------------
          AREA OR STATE                      FIELD                         GROSS            NET
          -------------------------------    -----------------------    ---------      ---------
<S>                                          <C>                        <C>            <C>
          Gulf of Mexico                     Vermilion Blk 331             7,500          1,875
                                             West Delta Blk 79             9,375          2,344
                                             West Delta Blk 86             7,630          2,289

          New Mexico                         Horseshoe Gallup             15,608          6,399
                                                                        ---------      ---------
          Total                                                           40,113         12,907
                                                                        =========      =========
</TABLE>



UNDEVELOPED ACREAGE

           The following table shows the location of our gross and net working
interests on undeveloped acreage as of December 31, 2001.

<TABLE>
<CAPTION>
                                                                     ACREAGE            EXPIRATION OF NET ACREAGE
                                                                 -----------------     -----------------------------
      AREA OR STATE                     FIELD                     GROSS     NET          2002      2003      2004
      ------------------------------    ---------------------    -------- --------     --------- --------- ---------
<S>                                     <C>                       <C>      <C>          <C>      <C>       <C>
      Louisiana                         Bayou Bouillon            1,239    1,239        1,239       -         -

                                                                 -------- --------     --------- --------- ---------
      Total                                                       1,239    1,239        1,239       -         -
                                                                 ======== ========     ========= ========= =========

</TABLE>


DRILLING AND WORKOVER ACTIVITY

           The following table summarizes our drilling and workover activities
during the last three years.


<TABLE>
<CAPTION>
                                                     2001                        2000                         1999
                                            ------------------------   -------------------------    -------------------------
                                              GROSS         NET           GROSS         NET           GROSS         NET
                                            ----------- ------------   ------------ ------------    ----------- -------------
<S>                                         <C>         <C>             <C>         <C>             <C>         <C>

  DRILLING ACTIVITY
  DEVELOPMENT WELLS
       New Mexico Area
          Horseshoe Gallup Field
          Northeast Hogback Unit                1           0.4             2           0.8             1           0.4

  EXPLORATORY WELLS    -   NONE                 -            -              -            -              -            -
                                            ----------- ------------   ------------ ------------    ----------- -------------
  TOTAL                                         1           0.4             2           0.8             1           0.4
                                            =========== ============   ============ ============    =========== =============


  WORKOVER ACTIVITY
       New Mexico Area
          Horseshoe Gallup Field                5           2.1             6           2.5             -            -

       Gulf of Mexico Area
          West Delta Block 79 Field             5           1.3             -            -              -            -
                                            ----------- ------------   ------------ ------------    ----------- -------------
  TOTAL                                         10          3.4            6.0          2.5             -            -
                                            =========== ============   ============ ============    =========== =============

</TABLE>

<PAGE>


ITEM 3.    LEGAL PROCEEDINGS

           The Company is a named defendant in several lawsuits arising in the
ordinary course of business. While the outcome of these lawsuits against the
Company cannot be predicted with certainty, in the opinion of management, the
amounts, if any, which may be awarded in connection with any of these claims and
actions would not be material to the Company's financial condition or results of
operations. At this time the Company cannot reasonably estimate the amounts of
such losses.


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           No matters were submitted to a vote of the Company's shareholders in
the fourth quarter of 2001.




<PAGE>


                                     PART II


ITEM 5.      MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

         The first quarter of 2001 brought many changes for Regent Energy
Corporation ("Regent" or the "Company"). On March 9 shareholders approved a
transaction with NPC Holdings in which each share of Vulcan Minerals & Energy
common stock became the right to approximately three shares of NPC Holdings,
which had changed its name on this same day to Regent Energy Corporation. As a
result of this transaction, Vulcan became a wholly owned subsidiary of NPC (now
Regent), a publicly traded company. Our stock is now traded on the OTC Bulletin
Board under the symbol RGEY. The following table sets forth the high and low
reported closing prices per share of the Company's common stock for the
quarterly periods indicated. Prior to March 9, 2001 the Company's stock was not
publicly traded.

<TABLE>
<CAPTION>
                                              PRICE RANGE
                                       ---------------------------
                                           HIGH            LOW
                                       -----------    ------------
               2001
<S>                                       <C>         <C>
                 First Quarter........... $  7.00     $3.25
                 Second Quarter..........    5.48      2.50
                 Third Quarter...........    4.00      2.50
                 Fourth Quarter..........    2.70      0.93
</TABLE>


         During March 2000, the Company authorized a .72-to-1 stock dividend for
owners of record as of April 30, 2000. This stock dividend was accounted for in
the same manner as a stock split. In November 2000, the Company authorized a
1-for-2 reverse stock split. On October 24, 2001 the Board of Directors declared
a stock dividend of .51-to-1 for owners of record as of October 24, 2001 and who
had previously received a stock dividend of .72 shares on April 30, 2000.

         Except for the distributions of shares of common stock described above,
the Company has not paid cash dividends on its common stock and does not
anticipate doing so in the foreseeable future.

         At December 31, 2001 the Company had approximately 1,690 shareholders
of record.


<PAGE>


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         The Company's areas of operations are in the Four Corners Area of New
Mexico and the Outer Continental Shelf Area of the Gulf of Mexico. The Company
conducts production and development operations in these areas. The Company also
owns leases with proved reserves in St. Martin and Iberville Parishes in South
Louisiana.

ACQUISITIONS OF ADDITIONAL INTERESTS CURRENTLY BEING PURSUED

         The Company is currently involved in several major opportunities that
will establish a solid foundation for our core business of oil and gas
acquisition and development as well as diversifying into other energy related
ventures that will add strength and stability to the Company's cash and income
generating assets.

         In February 2002, the Company executed a purchase and sale agreement
with BC&D Operating Company to purchase their interests in their Hospha, New
Mexico operations. The total price to be paid is $4,250,000, which will be paid
$2,500,000 in cash and $1,750,000 in Regent stock priced on the day of closing,
plus 200,000 additional shares. This sale includes all oil and gas assets as
well as oil and gas service equipment for use in the field. The Company plans to
integrate the field equipment from BC&D into its Horseshoe Gallup and Northeast
Hogback operations in the Four Corners area of New Mexico. This consolidation of
equipment will significantly reduce operating expenses for the Company's New
Mexico properties.

         We believe that with the addition of the BC&D properties, the
Company will have a very strong platform for continued growth through other
acquisitions as well as possessing the financial strength to look at a wider
array of acquisitions and other business opportunities. Acquisitions are key
to the profitability of the company and will a focus of management going
forward.

GENERAL

         As an independent oil and gas producer, the Company's results of
operations, income and cash flow are derived as the difference of prices
received for oil and gas and the costs of finding and producing these resources.
Crude oil prices are subject to many factors including fluctuations in the
supply and demand on a domestic and global basis, world wide political
situations as it affects OPEC, the Middle East and other oil producing
countries.

<PAGE>


RESULTS OF OPERATIONS

         The following table summarizes certain financial data, non-GAAP
financial data, production volumes, average realized prices and average expenses
for the Company's oil and natural gas operations for the periods shown:


<TABLE>
<CAPTION>

                                                            FOR THE YEAR ENDED DECEMBER 31
                                                   ------------------------------------------------
                                                       2001              2000             1999
                                                   ------------      ------------      ------------
<S>                                                <C>               <C>               <C>

FINANCIAL DATA:
Revenues:
     Oil and condensate                            $  3,792,304      $  1,488,818      $    164,838
     Natural Gas                                      1,709,287           351,845              --
     Hedging                                            451,467              --                --
                                                   ------------      ------------      ------------
          Total revenues                           $  5,953,057      $  1,840,663      $    164,838

Net cash used by operating activities                (2,217,798)       (4,884,392)       (1,408,201)
Net cash used by investing activities                (1,934,764)      (12,496,516)       (2,894,836)
Net cash provided by financing activities             4,125,073        17,184,410         4,496,267

NON-GAAP FINANCIAL DATA:

EBITDA (a)                                         $ (4,277,409)     $ (2,926,159)     $ (1,664,673)

AVERAGE DAILY PRODUCTION VOLUMES:
     Oil and condensate (Bbls/day)                        441.6             146.0              23.6
     Natural gas (Mcf/day)                              1,083.7             217.3              --
     Total (Boe/day)                                      622.2             182.2              23.6

PRODUCTION VOLUMES:
     Oil and condensate (Bbls)                          161,187            53,290             8,623
     Natural gas (Mcf)                                  395,558            79,304              --
     Total Boe                                          227,114            66,507             8,623

AVERAGE REALIZED PRICES: (b)
     Oil and condensate (per Bbl)                  $      23.53      $      27.94      $      19.12
     Natural gas (per Mcf)                                 4.32              4.44              --

EXPENSES (PER BOE)
     Lease operating                               $      15.68      $      13.50      $      33.44
     Production and severance taxes                        0.31              1.14              1.65
     Depreciation, depletion and amortization,             7.24              6.80              6.21
       excludes ceiling test adjustment
     General and administration                           18.64             74.29            179.08

</TABLE>

         (a)      EBITDA represents earnings before stock compensation and
                  financing expense, unrealized gain or losses on derivative
                  instruments, gas imbalance make-up revenues, interest expense,
                  income taxes, depreciation, depletion and amortization. The
                  Company believes that EBITDA may provide additional
                  information about the Company's ability to meet its future
                  requirements for debt service, capital expenditures and
                  working capital. EBITDA is a financial measure commonly used
                  in the oil and gas industry and should not be considered in
                  isolation or as a substitute for net income, operating income,
                  net cash provided by operating activities or any other measure
                  of financial performance presented in accordance with
                  generally accepted accounting principles or as a measure of a
                  company's profitability or liquidity. Because EBITDA excludes
                  some, but not all,

<PAGE>

                  items that affect net income and may vary among companies, the
                  EBITDA calculation presented above may not be comparable to
                  similarly titled measures of other companies.

         (b)      Reflects the actual realized prices received by the Company,
                  including the results of the Company's commodity swap and gas
                  balancing agreements.

         Significant factors that had a negative impact on the Company's annual
results were:


         -        $3,003,000 in LOE expense for the offshore properties. Amerada
                  Hess, the operator of the offshore properties, continues to be
                  a high cost operator. Our annual net average cost was $15.22
                  per BOE.

         -        Year-end ceiling test adjustment. As a result of the low
                  year-end prices for oil and gas products, the Company took a
                  one time write down on its oil and gas properties in the
                  amount of $2,220,000.

         -        $5,316,300 in financing costs, of which $2,733,837 was
                  associated with the issuance of convertible notes and $236,000
                  was associated with warrants issued to a creditor, Generation
                  Capital Associates. $4,187,835 of these costs were non cash.

         -        $1,276,000 in interest costs associated with long term and
                  convertible debt.

         -        $1,300,000 allowance for uncollectible joint interest
                  receivables from working interest owners on the Horseshoe
                  Gallup and Northeast Hogback properties in New Mexico.

         Included in G&A of $4,234,002 was $1,225,430 of legal, accounting,
market support and other non-recurring expenses. It is anticipated that future
legal and accounting expenses will run approximately $90,000 per quarter. In
November 2001 Management began a restructuring program to reduce both G&A and
operations expenses. Since that time four positions have been eliminated, two at
the field and two in the Houston office, or 22% of our work force. It is
anticipated that several additional positions will be eliminated in the Houston
Office within the next several months. In addition, Management is reviewing all
expenses for additional savings in an effort to increase profit levels.

YEAR ENDED DECEMPBER 31, 2001 COMPARED WITH YEAR ENDED DECEMBER 31, 2000

         All significant increases in revenue, production volumes, lease
operating expenses and DD&A as discussed below are a result of the addition of
the Marathon offshore properties in November 2000.

         Oil and natural gas revenues increased from $1.8 million in 2000 to
$5.5 million in 2001, an increase of $3.7 million, or 206%. In addition, the
Company made $451,467 on oil and gas hedging contracts in 2001 versus $50,411 in
2000. Production volumes for oil and condensate increased from 53,290 Bbls in
2000 to 161,187 Bbls in 2001, an increase of 107,897 Bbls, or 202%. Production
volumes for natural gas increased from 79,304 Mcf in 2000 to 395,558 Mcf in
2001, an increase of 316,254, or 399%. The increase in total production
increased revenues by $3.7 million. This increase was partially offset by a
15.8% decrease in the average realized price received for the Company's oil and
condensate.

         The Company realized an average oil price of $23.53 per Bbl and an
average gas price of $4.32 per Mcf during 2001. Net of commodity swap results,
the Company realized average prices of $25.51 per Bbl and $4.66 per Mcf. For
2000 the Company realized an average oil price of $27.94 per Bbl and $4.44 per
Mcf.

         Lease operating expenses increased from $897,696 in 2000 to $3,560,646
in 2001, an increase of $2,662,950, or 297%. On a per Boe basis, lease operating
expenses increased from $13.50 in 2000 to $15.68 in 2001, an increase of $2.18,
or 16%.

         Depreciation, depletion, and amortization ("DD&A") expense increased
from $452,461 in 2000 to $1,643,286 in 2001, an increase of $1,190,825 or 263%.
This was the result of higher oil and gas production volumes. The unit of
production rate increased from $6.80 per equivalent barrel in 2000 to $7.24 per
equivalent barrel in 2001. In addition, as a result of the low year-end prices
for oil and gas products, the Company took a one time write down (ceiling test
adjustment) on its oil and gas properties in the amount of $2,220,000.

         General and administrative expenses for 2001 were $4,234,002 as
compared to $4,940,960 for 2000, a decrease of $706,958 or 14.3%. This decrease
was primarily due to lower stock based compensation in 2001.

<PAGE>

         The Company incurred a net loss of $14,339,556 in 2001 as opposed to a
loss of $6,392,630 in 2000 as a result of the factors described above. Other
significant contributors to the 2001 loss were discussed in the previous
section.

MARKET RISK MANAGEMENT

         During 2001 Regent entered into two separate swap agreements to limit
its exposure to fluctuations in commodity prices. The natural gas swap agreement
was for 30,000 mbtu per month at a price of $4.775/mbtu for 2001 and 20,000 mbtu
per month at a price of $4.11/mbtu for 2002. This agreement was terminated by
Bank One on July 2, 2001 and on July 24, 2001 a new 3 month floor contract was
entered into with Equiva Trading Company for the sale of 20,000 mmbtu per month
at a floor price of $2.75 per mmbtu. The oil swap agreement is for 10,500
barrels per month at a price of $28.50/bbl for 2001, 9,500 barrels per month at
a price of $24.30 for 2002 and 6,000 barrels per day at a price of $22.29 for
2003. The agreements account for 81% and 78% of production volumes for gas and
oil respectively for 2001.

         During 2001 the Company received approximately $132,492 on its natural
gas swap contracts and $318,975 on its oil swap contract. Based on futures
market prices at December 31, 2001, the Company would expect to receive
approximately $488,114 on the oil swap contract during the remainder of the
contract term.

         As mentioned above, on July 2, 2001 the Company was notified by Bank
One that they intended to execute the "Early Termination" clause of the "Master
Agreement" on the natural gas swap contract. The amount due and payable by Bank
One to the Company (the "Early Termination Amount") was $329,212. Per the terms
of the Credit Agreement dated November 14, 2000 between Bank One and the
Company, Bank One advised that they would execute their option to set-off the
Early Termination Amount against the amount owing by the Company to them. All
details associated with the cancellation of this contract have been reflected in
the financial statements. The income effect associated with the cancellation was
an unrealized loss on derivative instruments of $73,883.

         On July 24, 2001 the Company entered into a new swap agreement with
Equiva Trading Company for the sale of natural gas. The agreement provided for a
floor price of $2.75 per mmbtu on volume of 20,000 mmbtu per month for a period
of 3 months (August through October). The cost to the company was $.17 per
mmbtu. There was no cost or penalty to the Company when prices were greater than
$2.75 per mmbtu. There was no income attributable to this contract in August.
However, the Company recognized income of $9,100 in September and $18,400 in
October.

         On September 26, 2001 the Company entered into a second swap agreement
with Equiva Trading Company for the sale of natural gas. The agreement provided
for a floor price of $2.44 per mmbtu on volume of 25,000 mmbtu per month for a
period of 2 months (November and December). The cost to the Company was $.30 per
mmbtu. There was no cost or penalty to the Company when prices were greater than
$2.44 per mmbtu. The income associated with this contract was nominal.

         The Company does not have any gas swap agreements in place at this time
for 2002.


CAPITAL RESOURCES AND LIQUIDITY

         In connection with our acquisition of the Marathon properties, in
November 2000 we entered into a loan agreement with Bank One to provide us with
a secured reducing revolving credit facility of up to $25 million, subject to
borrowing base availability, for the acquisition and development of oil and gas
properties. The loan is secured by a mortgage on the properties acquired in the
Marathon acquisition and bears interest at the lender's prime rate of interest
plus 1.0%. We initially borrowed $6 million under the credit facility to close
our acquisition of the Marathon properties, however, such amount has been
amortized under the terms of the note at $175,000 per month with $3.3 million
outstanding at December 31, 2001. The initial borrowing base was $6.0 million,
and under the terms of the agreement, has been reduced by $175,000 per month.
There is no additional borrowing base available at this time. At December 31,
2000 and 2001 the Company was not in compliance with the current ratio or the
debt coverage ratio as defined in the credit agreement. The Company did not
receive a waiver of these covenants. In the

<PAGE>


second, third, and fourth quarters of 2001 the loan agreement provided that the
Company pay $1,575,000 in principal. The Company paid $1,845,000 instead during
that period. However, the bank applied the excess payments against the back end
of the loan instead of against the current payment schedule. This left a balance
owed of $688,000 at December 31, 2001. The Company has assigned the proceeds
from the properties securing the loan to the bank as a way to make additional
payments, and has engaged an investment banker to sell the properties, which are
collateral for the loan, and apply the proceeds to the Bank One loan. As a
result the interest rate has been increased to prime plus 5.0%. The effective
interest rate charged during 2001 was 8.83%, and the Company is current on the
interest payments.

         In connection with the acquisition of the Marathon Properties, we
entered into a loan agreement with Equiva Trading Company under which we
borrowed $1.7 million for a three-year term at 14% interest per annum. As
security for this loan the Company has assigned to Equiva, payments from Giant
Refining Company that are attributable to the Company's interest in production
from the Horseshoe Gallup and NE Hogback Unit. Equiva will remit to us the
amount due from Giant after deducting monthly principal and interest of $58,893
plus ten cents per net revenue interest barrel. The Company is current on its'
principal and interest payments on this note.

The Company renegotiated a $2.5 million demand note with Parawon Corporation in
March 2001 to provide for interest only payments through April 30, 2001, at a
rate of 18% for January 2001 and 12% from February 1, 2001 through April 30,
2001. For additional security on this note, Mr. Ehrman granted 300,000 shares
from his personal account to Parawon Corporation. As set forth in the note,
because the note was not repaid by May 1, 2001, the interest rate reverted to
18% and the Company must pay the note in 35 monthly installments of $70,000 plus
interest with a final installment of the remaining balance of $50,000 in the
36th month. The Company was unable to make three of the scheduled payments on
this note during 2001, leaving a balance due of $210,000 in principal, and
$78,943 in interest. The note is subordinate to the $6,000,000 note to Bank One,
is partially collateralized by the New Mexico properties, and is guaranteed by
the Company's president.

         The Company executed a promissory note effective March 1, 2001, in the
original principal amount of $800,000, payable in full on or before August 28,
2001 at an interest rate of 6% annually with monthly interest payments to begin
April 2, 2001. The Company was granted a 90 day extension on the repayment of
the note, until November 28, 2001. The note is for the benefit of Generation
Capital Associates ("GCA"), and is personally guaranteed by John Ehrman. In
conjunction with the promissory note, the Company entered into collateral
agreements which provide for the following: (a) replacement of this note with
convertible notes to be issued to accredited investors in the same aggregate
amount, (b) the issuance of warrants for 360,000 shares as follows: (i) warrants
for 200,000 shares to the note holder(s), (ii) warrants for 80,000 shares to
Bathgate McColley Capital Group, LLC, the placement agent by GCA, (iii) warrants
for 80,000 shares to GCA for document preparation fees, (c) registration rights
as to the warrants, the convertible notes and the shares of common stock
underlying the warrants and convertible notes. The strike price of the warrants
and the conversion price of the notes is $1.50 per share (subject to reduction
if the registration statement, which has not yet been filed, is not filed by
April 30, 2001). The issuance of the warrants will give rise to a material
charge to interest over the term of the loan. The agreement provides that if the
original promissory note is not replaced by convertible notes by March 31, 2001
(which replacement has not yet occurred) a 10% net profits interest in the
properties that the Company acquired from Marathon Oil Company ("NPI") is
payable to GCA monthly from March 1, 2001 until the original promissory note is
replaced by the $800,000 convertible notes or repaid. GCA has indicated its
willingness to waive (a) this 10% NPI if the convertible notes are placed by
June 15, 2001, and (b) some portion of the penalty for late filing of the
registration statement, although there is no formal documentation of either
waiver at this time. Pursuant to the March 1, 2001 Letter Agreement, the
Company, on July 24, 2001 issued 200,000 warrants at an exercise price of $1.50
per share to GCA. It is the Company's position that no other warrants are due on
the March 1, 2001 Letter Agreement. The Company does not intend to use the
financing available under the Financing Terms Agreement. The Net Profits from
the Marathon properties are negative for the period March through December 2001,
thus no payment is due to GCA. It is the Company's position that no further
shares, warrants or compensation are owed under the March 1, 2001 Letter
Agreement or the Financing Terms Agreement.

         During November 2001 and February 2002 the Company entered into two
short term loan agreements in order to secure funds for operating needs on the
Horseshoe Gallup and Northeast Hogback fields. On November 28, 2001 the Company
entered into a 90 day 12% promissory note with Energy Investors L.L.C. for
$482,625. Interest was due in three monthly installments with the principal due
in full at maturity. On February 11, 2002 the Company

<PAGE>

entered into a second loan agreement with Energy Investors, L.L.C. This
agreement provided for $250,000 at an interest rate of 12% for a period of 30
days. Mr. Ehrman granted Energy Investors L.L.C. 500,000 of his personal
shares as collateral for the $250,000 loan. As of May 16, 2002 both loans are
still outstanding.

         During 2001 the Company issued $5,620,000 of convertible notes
(convertible to Regent common stock). The notes are due in 24 months from the
date of issuance and require interest only payments on a quarterly basis at
rates ranging from 6% to 10% per annum to investors. During the two-year
period the notes can be converted to common stock of the Company at any time
at the option of the payee at prices ranging from $2.50 to $3.50 per share.
However, the Company may force conversion when and if the Company's common
stock price averages $5.00 per share or more for more than sixty days. The
notes are convertible into 1,749,890 shares of common stock. During the 4th
quarter, in order to induce conversion of the notes, the conversion rates were
revised to current market prices. As a result, $4,395,000 in convertible notes
were converted to 3,460,705 shares of common stock at rates ranging from $1.19
to $1.38 per share. In addition, accrued interest on these notes was converted
into 48,019 shares of common stock. At the end of 2001 there are $1,225,000 of
convertible notes remaining that are convertible into 389,048 shares based on
original conversion terms.

         As a result of the issuance of the convertible notes, the Company
paid $573,510 in commissions during the year and incurred $413,041 in
conversion costs. Commissions of $474,188 were expensed in 2001 and the
remaining $99,322 has been deferred and will be expensed over the remaining
life of the applicable notes. The conversion costs reflect the amount by which
the fair value of the Company's common stock exceeded the conversion price on
the date of funding. The notes were immediately convertible. As a result, the
entire $413,041 was expensed at funding.

         Detachable stock warrants were issued to the payees of the
convertible notes. A total of 661,900 warrants have been issued, 329,500 at an
exercise price of $1.00 per share and 332,400 at an exercise price of $1.50
per share. The warrants are exercisable for a term of three years from the
date of the applicable convertible note. The fair value of the warrants was
determined to be $1,521,904 using the Black Scholes Option Pricing Model with
the following assumptions: interest rate 5%; volatility 272%; dividend rate
0%. This deferred financing cost has been recorded as a reduction to the
carrying value of the convertible notes, and $1,288,768 has been amortized
through December 31, 2001. Through the end of the year 579,900 warrants have
been exercised.

         During the fourth quarter of 2001 and the first quarter of 2002, in
addition to using cash flow from operations, the Company has been using
private convertible debt financing secured during the fourth quarter
(discussed above) to make principal and interest payments. We are actively
pursuing our options to raise capital through debt and/or equity to cover
these payments as well as any other short falls in operating cash needs. We
are in continuing negotiations with certain accredited investors, who are also
current shareholders, with respect to private placements of equity, debt or a
combination of both, although no such arrangements have been finalized. We
believe we will be successful in raising the required capital and expect to
have funds sufficient to cover all of our requirements through the second
quarter of 2002. In addition, we are exploring the replacement of our Bank One
note in the original principal amount of $6 million and the $2.5 million
Parawon note described above with equity or convertible debt in the next
several months. If the Company is unsuccessful in raising the full amount of
capital that it is currently negotiating then additional reductions will be
made to capital and G&A spending.

         In the fourth quarter 2001 and the first quarter 2002 the Company
assigned it's revenues from it's oil and gas properties to it's creditors in
satisfaction of debt obligations. As such the Company has no working capital
with which to service ongoing corporate obligations. The Company is currently
arranging alternative financing to satisfy this need. In the event that the
Company can not secure such financing arrangements the Company faces a going
concern issue.

SUBSEQUENT EVENTS

         On January 16, 2002, the Company executed a term sheet with Dynamic
Finance of Los Angeles, California for $7.5 million of convertible debt. The
$7.5 million was to fund the HGU/NEHU development (after refinancing) and was
to fund the BC&D acquisition and development. In March 2002 the agreement was
terminated.

         In February 2002, the Company accepted a loan from Energy Investors
LLC in the amount of $250,000. Net proceeds after payment of expenses due
Energy Investors was $190,000+. The funds were used for ongoing corporate
expenses.

<PAGE>

         On February 8, 2002, the Company executed a purchase and sale agreement
with BC&D Operating Company located in Hobbs, New Mexico to purchase the assets
of BC&D located in Hospah, New Mexico. The total price to be paid is $4,250,000,
which will be paid $2,500,000 in cash and $1,750,000 in Regent stock priced on
the day of closing, plus 200,000 additional shares. This sale includes all oil
and gas assets as well as oil and gas service equipment for use in the field.
The Company plans to integrate the field equipment from BC&D into its Horseshoe
Gallup and Northeast Hogback operations in the Four Corners area of New Mexico.
This consolidation of equipment will significantly reduce operating expenses for
the Company's New Mexico properties.

         On February 26, 2002 the Company executed an agreement with Spark
Energy (Midwest Gas) for financing of various oil and gas asset acquisitions.
Closing was scheduled for April 1, 2002, but it has since been determined that
Spark Energy does not possess the ability to raise the funds necessary to close
on the acquisitions that the Company was reviewing. The Company can not go
forward with Spark Energy until they show a capacity for funding as was
presented to Regent originally.

         On March 8, 2002, the Company filed a form S-8 transferring 6,000,000
freely trading shares of Regent common stock to Gary Chernay, attorney, in
exchange for services rendered under a consulting agreement consisting of legal,
accounting and acquisition services. An additional 18,000 shares were
transferred to Michael Labertew, attorney, for payment of his services in filing
the S-8 document.

         On March 11, 2002 the Company executed a financing agreement with
Residential Resources, Inc. to provide financing of up to $64.7 Million for
certain acquisitions. On May 8, 2002 the acquisition property, which was the
subject of the agreement, was withdrawn by the seller. The agreement was
terminated with no further liability of the parties.

         On March 11, 2002 the Company executed an agreement, subject to further
due diligence, to purchase Putnam Energy, LLC, a company engaged in electric
power generation and gas transportation and storage, utilizing 35 million shares
of Regent common stock priced at $0.97 per share. Due diligence is ongoing.

         In the fourth quarter 2001 and the first quarter 2002 the Company
assigned it's revenues from it's oil and gas properties to it's creditors in
satisfaction of debt obligations. As such the Company has no working capital
with which to service ongoing corporate obligations. The Company is currently
arranging alternative financing to satisfy this need. In the event that the
Company can not secure such financing arrangements the Company faces a going
concern issue.

INTEREST EXPENSE

         Interest expense for 2001 was $1,276,092 compared to $491,112 for 2000.
This increase of $784,980 is due primarily to financing activities related to
borrowings for the Marathon acquisition. Interest was paid in 2001 as follows:
Bank One $391,375; Equiva Trading Company $203,378; Parawon Corporation
$430,979; accrued interest on convertible debt $147,487; other $102,873. The
interest paid in 2000 was primarily due to a previous loan from Parawon
Corporation.



<PAGE>


FORWARD LOOKING INFORMATION

         The statements contained in this Annual Report on Form 10-K ("Annual
Report") that are not historical facts, including, but not limited to,
statements found in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, are forward-looking statements, as that
term is defined in Section 21E of the Securities and Exchange Act of 1934, as
amended, that involve a number of risks and uncertainties. Such forward-looking
statements may be or may concern, among other things, capital expenditures,
drilling activity, acquisition plans and proposals and dispositions, development
activities, cost savings, production efforts and volumes, hydrocarbon reserves,
hydrocarbon prices, liquidity, regulatory matters and competition. Such
forward-looking statements generally are accompanied by words such as plan,
estimate, budgeted, expect, predict, anticipate, projected, should, assume,
believe or other words that convey the uncertainty of future events or outcomes.
Such forward-looking information is based upon management's current plans,
expectations, estimates and assumptions and is subject to a number of risks and
uncertainties that could significantly affect current plans, anticipated
actions, the timing of such actions and the Company's financial condition and
results of operations. As a consequence, actual results may differ materially
from expectations, estimates or assumptions expressed in or implied by any
forward-looking statements made by or on behalf of the Company. Among the
factors that could cause actual results to differ materially are: requirements
for capital, fluctuations of the prices received or demand for the Company's oil
and natural gas, the uncertainty of drilling results and reserve estimates,
operating hazards, acquisition risks, general economic conditions, competition
and government regulations, as well as the risks and uncertainties discussed in
this Annual Report, including, without limitation, the portions referenced
above, and the uncertainties set forth from time to time in the Company's other
public reports, filings and public statements.



<PAGE>


ITEM 7.    FINANCIAL STATEMENTS.

MANAGEMENT'S REPORT

         Regent was challenged in 2001. We began by building up an organization
which was needed to acquire and manage large projects in the Gulf Coast. Due to
anticipated acquisitions and financings that did not occur, it was obvious that
Regent had to become much larger or much smaller very quickly. We had no direct
control over major expansion due to our dependence on outside funding, but we
could control a downsizing exercise for our company.

         The first area of effort toward downsizing was to cut our staff size
and resultant salary expense. Salary expense was cut from $1.7 million in 2001
to less than $600,000 for 2002. The President, Mr. Ehrman, is working without
salary in 2002 to aid this effort. Some employees took salary reductions and
some employees, though highly qualified, were not needed for the company's new
direction and subsequently left the company. Other significant cost reductions
were made to lower our overall G&A expenses.

         The second leg of our downsizing effort was for the Company to
concentrate in only one geographical area. The Four Corners Area of New Mexico
is the location of our Horseshoe Gallup and Northeast Hogback production. Since
we are trying to sell our offshore Gulf of Mexico properties, we chose to
concentrate our efforts in the Four Corners Area. The BC&D properties, which
will add significant cash flow and enable us to reduce operating expenses, are
in this same area. Since the acquisition of the BC&D properties includes certain
oil and gas well service equipment, we expect our operating costs in HGU/NEHU to
be reduced by as much as 50% to 66%.

         The third major portion of our effort to downsize is the divestiture of
unprofitable properties. Our Offshore properties have been a serious cash drain
on the Company for over a year. We purchased the interests from Marathon in
November 2000, who was operator at the time. At the time we purchased the
properties from Marathon they were clearing approximately $400,000 in cash each
month after operating expenses, from which our note payment with Bank One of
$175,000 was paid. Subsequent to our purchase of Marathon's interest, Amerada
Hess voted themselves in as operator of the properties and began a program of
capital and expense spending which has exceeded the revenues that the properties
have generated. Accordingly, we are in the process of selling this interest at
this time to a company who can perform the work necessary to develop the behind
pipe reserves necessary to bring the properties to a positive cash flow
position. The proceeds from the sale will be applied to our outstanding debt on
this property. We currently owe $3.1 million to Bank One, which is a reduction
of $2.1 million on the original note. The sale is expected to close in the
second quarter.

         Our books reflect a $3.0 million accounts receivable from working
interest owners related to our New Mexico operations. May attempts were made to
collect these amounts due, but with no success. In April 2002, the Company made
another attempt to collect the amounts due, but we met with very limited
success. Recognizing this failure to collect, the Company made an allowance for
bad debt of $1.3 million as of December 31, 2001. The collectability of these
receivables has had a significant negative effect on the Company's cash
position. The Company does have a first priority lien on the assets involved,
granted by the participants under an AAPL form operating agreement, and is
pursuing all of its legal remedies at this time.

         Additional investments from current shareholders have been advanced and
more funds are committed to Regent. Due to these commitments the Company will be
able to meet its much reduced expenses and close on the BC&D acquisition,
providing us with additional cash flow sufficient to sustain current operations
at profitable levels.

         In summary, Regent will be smaller, but much more profitable due to
reducing costs, reducing debt load and increases in cash flow and operating
profits mainly due to the BC&D acquisition. Additional acquisitions are
anticipated for 2002. Accordingly, we believe that the restructured Regent will
be highly profitable and will do very well in the days to come.

<PAGE>


                            REGENT ENERGY CORPORATION

                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                December 31,
                                                                     ------------------------------
                                                                         2001              2000
                                                                     ------------      ------------
<S>                                                                  <C>               <C>

                                     ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                            $     17,586      $     45,075

Accounts receivable:
     Trade - production                                                   279,212           988,680
     Amounts due from working interest owners, net                      1,513,703         1,695,460
     Officers and stockholders                                             86,015            36,650
     Other                                                                119,087            50,410
Other current assets                                                      379,738           300,374
                                                                     ------------      ------------
          Total current assets                                          2,395,341         3,116,649
PROPERTY AND EQUIPMENT (full cost method for oil and gas
     Properties), net of accumulated depletion, depreciation and
     Amortization of $2,160,491 and $517,205 in 2001 and 2000,
     and net of $2,220,029 ceiling test adjustment in 2001             14,548,223        16,476,774
UNREALIZED GAIN ON DERIVATIVE INSTRUMENTS                                 488,114              --
OTHER ASSETS                                                              214,339           255,274
                                                                     ------------      ------------
          Total assets                                               $ 17,646,017      $ 19,848,697
                                                                     ============      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable                                                        $    967,412      $    287,521
Current portion of long-term debt                                       6,679,126         6,855,145
Accounts payable:
     Trade                                                              2,484,173         1,575,348
     Related parties and investors                                        527,026           647,700
     Accrued liabilities                                                1,696,130           658,146
Royalties and revenues payable                                            744,662           196,405
                                                                     ------------      ------------
          Total current liabilities                                    13,098,529        10,220,265
LONG-TERM DEBT, less current portion                                      231,872         3,237,214
CONVERTIBLE DEBT, net of discounts of $233,134                            991,866              --
GAS IMBALANCE LIABILITY                                                 1,447,093         1,523,356
STOCKHOLDERS' EQUITY
Common stock, $0 001 par value; 100,000,000 shares authorized;
     32,744,537 and 14,288,543 shares issued and outstanding at
     2001 and 2000                                                         32,744            14,289
Additional paid-in capital                                             26,877,795        14,423,099
Common Stock Held In Escrow                                            (1,124,800)             --
Accumulated deficit                                                   (23,909,082)       (9,569,526)
                                                                     ------------      ------------
          Total stockholders' equity                                    1,876,657         4,867,862
                                                                     ------------      ------------
          Total liabilities and stockholders' equity                 $ 17,646,017      $ 19,848,697
                                                                     ============      ============

</TABLE>

         SEE ACCOMPANYING NOTES TO THESE CONDENSED FINANCIAL STATEMENTS.


<PAGE>


                            REGENT ENERGY CORPORATION

                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                        FOR THE YEAR ENDED DECEMBER 31
                                                ------------------------------------------------
                                                    2001              2000             1999
                                                ------------      ------------      ------------
<S>                                             <C>               <C>               <C>
OIL AND GAS REVENUES                            $  5,953,057      $  1,840,663      $    164,838

COST AND EXPENSES:
Lease operating expenses                           3,560,646           897,696           288,369
Severance taxes                                       71,153            75,732            14,240
Depletion, depreciation, amortization
   And provision for impairment                    3,863,315           452,461            53,524
Bad debt expenses                                  1,680,943              --                --
General and administrative, of which
    $1,020,447 is stock based in 2000              4,234,002         4,940,960         1,544,175
                                                ------------      ------------      ------------
     Total cost and expenses                      13,410,059         6,366,849         1,900,308

LOSS FROM OPERATIONS                              (7,457,002)       (4,526,186)       (1,735,470)

OTHER INCOME (EXPENSE):
Interest Income                                       13,600             6,558             4,859
Interest expense and financing costs, of
  which $4,187,835 is non-cash in 2001 and
  of which $1,290,235 is stock based in
  2000                                            (6,592,391)       (1,993,563)         (138,914)
Unrealized gain on derivative instruments            373,543              --
Other                                               (791,877)          120,561           304,100
                                                ------------      ------------      ------------
          Total other income (expense)            (6,997,125)       (1,866,444)          170,045

LOSS BEFORE  INCOME TAXES AND
CUMULATIVE EFFECT OF ACCOUNTING
CHANGES                                          (14,454,127)       (6,392,630)       (1,565,425)
Deferred income  tax (expense) benefit                  --                --            (291,868)
                                                ------------      ------------      ------------

LOSS BEFORE CUMULATIVE
   EFFECT OF ACCOUNTING CHANGE                   (14,454,127)       (6,392,630)       (1,857,111)
Cumulative effect of accounting change               114,571              --                --
                                                ------------      ------------      ------------

NET LOSS                                        $(14,339,556)     $ (6,392,630)     $ (1,857,111)
                                                ============      ============      ============

LOSS PER SHARE, PRIMARY AND FULLY DILUTED :

Before cumulative effect of accounting
     Change                                     $     (0.553)     $      (0.60)     $     (0.857)
Cumulative effect of accounting change          $      0.004              --                --
     Net  loss                                  $     (0.549)     $      (0.60)     $     (0.857)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING:
Primary and fully diluted                         26,120,080        10,655,847         2,166,768
                                                ============      ============      ============

</TABLE>
         SEE ACCOMPANYING NOTES TO THESE CONDENSED FINANCIAL STATEMENTS.


<PAGE>


                            REGENT ENERGY CORPORATION

                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                For the Year Ended December 31
                                                      ------------------------------------------------
                                                          2001              2000              1999
                                                      ------------      ------------      ------------
<S>                                                   <C>               <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                           $(14,339,556)     $ (6,392,630)     $ (1,857,111)
   Adjustments to reconcile net loss to net cash
        Used in operating activities:
   Depreciation, depletion and amortization, of
       Which $2,220,029 is a ceiling test
       adjustment in 2001                                3,863,315           452,461            53,524
   Deferred income taxes                                      --                --             291,686
   Gas imbalance make-up                                   (76,263)             --                --
   Stock-based compensation and financing
       Costs                                             5,199,165         2,310,681              --
   Unrealized gain from derivative instruments            (373,543)             --                --
   Cumulative effect of accounting change                 (114,571)             --                --
   Changes in assets and liabilities:
      (Increase) decrease in:
         Trade and other receivables and amounts
             Due from investors                            773,182        (1,976,894)         (674,197)
         Other current assets                              (79,364)           82,303           (97,902)
         Other assets                                      555,445              --                --
      Increase (decrease) in:
         Accounts payable - trade and related
            Parties                                      1,290,754           386,707           933,165
         Other current liabilities                       1,083,638           382,860           (57,366)
      Other, net                                              --            (129,880)             --
                                                      ------------      ------------      ------------
      Net cash used in operating activities             (2,217,798)       (4,884,392)       (1,408,201)
                                                      ------------      ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Additions to oil and gas properties                   (1,934,764)      (12,262,089)       (3,805,919)
  Purchases of furniture and equipment                        --            (234,427)         (181,347)
  Proceeds from sale of property interests                    --                --           1,217,430
  Other                                                       --                --            (125,000)
                                                      ------------      ------------      ------------
      Net cash used in investing activities             (1,934,764)      (12,496,516)       (2,894,836)
                                                      ------------      ------------      ------------

</TABLE>


       SEE ACCOMPANYING NOTES TO THESE CONDENSED FINANCIAL STATEMENTS.

<PAGE>


                            REGENT ENERGY CORPORATION

                CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>
                                                              For the Year Ended December 31,
                                                   ------------------------------------------------
                                                       2001              2000              1999
                                                   ------------      ------------      ------------
<S>                                                <C>               <C>               <C>

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from short-term notes payable                  --           4,904,954         3,097,153
   Repayments of short-term notes payable               679,892        (1,062,315)       (2,217,896)
   Proceeds from long-term debt                         175,000         7,754,319            75,703
   Repayments of long-term debt                      (3,356,361)         (189,797)          (15,201)
   Redemption of common stock                          (509,527)       (1,230,000)             --
   Proceeds from convertible debt, net of
      Expenses                                          710,490              --                --
   Proceeds from exercise of warrants                   944,956           570,000              --
   Proceeds from sale of common stock, net of
      Offering costs of $369,982                      1,050,082         5,822,283         3,492,340
   Proceeds from convertible debt                     4,430,541              --                --
   Increase in accounts payable to related
     parties                                               --             614,966              --
      and investors
   Other                                                   --                --              64,168
                                                   ------------      ------------      ------------
   Net cash provided by financing activities       $  4,125,073      $ 17,184,410      $  4,496,267
                                                   ------------      ------------      ------------

NET INCREASE (DECREASE) IN CASH AND
   CASH  EQUIVALENTS                               $    (27,489)     $   (196,498)     $    193,230

CASH AND CASH EQUIVALENTS, beginning of
   Period                                          $     45,075      $     41,573      $     48,343
CASH AND CASH EQUIVALENTS, end of period           $     17,586      $     45,075      $    241,573
SUPPLEMENTAL CASH  FLOW DISCLOSURES,
   Interest paid                                   $  1,164,136      $    341,002      $    130,071

NONCASH TRANSACTIONS:
   Gas imbalance on properties acquired                    --        $  1,523,356              --
   Notes payable converted to common stock         $  4,430,541      $  2,000,000              --
   Short-term notes payable refinanced as long
       Term debt                                           --        $  2,500,000              --
   Related party debt offset against a related
       Party receivable                                    --        $     68,356              --
   Stock-based financing costs incurred            $  5,028,345      $  1,290,235              --
   Stock-based compensation                        $    170,820      $  1,020,447              --
</TABLE>

         SEE ACCOMPANYING NOTES TO THESE CONDENSED FINANCIAL STATEMENTS.



<PAGE>


                            REGENT ENERGY CORPORATION

               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR
                   THE YEARS ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                  Additional        Common
                                         Common Stock              Paid-In        Stock Held      Accumulated     Stockholders'
                                    Shares          Amount         Capitial        In Escrow        Deficit          Equity
                                 ------------    ------------    ------------    ------------    ------------    ------------
<S>                              <C>            <C>             <C>             <C>             <C>             <C>
BALANCES, December 31, 1999         6,743,405           6,743       3,957,681            --        (3,176,896)        787,528

    Net loss                             --              --              --              --        (6,392,630)     (6,392,630)
    Redemption of common stock       (307,249)           (307)       (229,693)           --              --          (230,000)

    Loans converted to common
       Stock                          745,750             746       1,999,254            --              --         2,000,000
    Exercise of warrants              850,155             850         569,150            --              --           570,000
    Sale of common stock,  net
       of Offering costs of
       $975,416                     6,032,757           6,033       5,816,250            --              --         5,822,283
    Warrants issued in
       connection                        --              --           990,234            --              --           990,234
       with debt
    Stock issued in
       connection with Debt           223,725             224         299,776            --              --           300,000
    Stock based compensation             --              --         1,020,447            --              --         1,020,447
                                 ------------    ------------    ------------    ------------    ------------    ------------

BALANCES, December 31, 2000        14,288,543          14,289      14,423,099            --        (9,569,526)      4,867,862

    Net loss                             --              --              --              --       (14,339,556)    (14,339,556)
    Redemption of common stock       (207,319)           (208)       (509,319)           --              --          (509,527)
    Loans converted to common
       Stock                        4,233,804           4,234       4,426,306            --              --         4,430,540
    Exercise of warrants            1,370,398           1,369         943,587            --              --           944,956
    Stock exchange with NPC         1,212,820           1,213          (1,213)           --
    Sale of common stock,  net
        of Offering costs of
        $369,982                      542,212             543       1,049,539            --              --         1,050,082
    Warrants issued in
        connection with debt             --              --         2,616,113            --              --         2,616,113
    Stock issued for services       1,370,556           1,370       2,230,953            --              --         2,232,323
    Stock dividend                  9,341,523           9,342          (9,342)           --              --              --
    Stock-based financing
        costs                            --              --           413,044            --              --           413,044
    Stock-based compensation             --              --           170,820            --              --           170,820
    Common stock held in
        escrow                        592,000             592       1,124,208      (1,124,800)           --              --

                                 ------------    ------------    ------------    ------------    ------------    ------------
BALANCES, December 31, 2001        32,744,537    $     32,744    $ 26,877,795    $ (1,124,800)   $(23,909,082)   $  1,876,657
                                 ============    ============    ============    ============    ============    ============
</TABLE>





               SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.

<PAGE>


                            REGENT ENERGY CORPORATION

                          NOTES TO FINANCIAL STATEMENT

NOTE 1.    LINE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND PROCEDURES

         ORGANIZATION. Regent Energy Corporation (the "Company"), was
incorporated under the name NPC Holdings, Inc., in Nevada in 2000. The Company
is a successor of The New Paraho Corporation, a Colorado corporation, which was
a successor of the Paraho Development Corporation, which was incorporated in
Colorado in 1971. The Company has one subsidiary, Vulcan Minerals and Energy,
Inc. ("Vulcan"), formerly Playa Minerals and Energy, Inc., a Texas corporation
incorporated on April 2, 1997, which began operations on July 7, 1997. Vulcan
became a subsidiary of the Company effective March 9, 2001 when the shareholders
of Vulcan approved the exchange of Vulcan shares for shares of the Company. The
Company is engaged in the acquisition, marketing, exploration and development of
oil and gas in the Gulf of Mexico, New Mexico, and other areas.

         CONSOLIDATION. All significant inter-company transactions have been
eliminated in consolidation.

         OIL AND GAS PRODUCING ACTIVITIES. The Company follows the full-cost
method of accounting for oil and gas properties. The Company has one cost center
(full cost pool) since all of its oil and gas producing activities are conducted
in the United States. Under the full-cost method, all costs associated with
property acquisition, exploration, and development activities are capitalized.
Capitalized costs include lease acquisitions, geological and geophysical work,
delay rentals, costs of drilling, completing and equipping successful and
unsuccessful oil and gas wells and directly related costs. Gains or losses are
normally not recognized on the sale or other disposition of oil and gas
properties. Instead, proceeds from sales of oil and gas properties are credited
to the full cost pool, unless such adjustments would significantly alter the
relationship between capitalized costs and proved oil and gas reserves.

         The capitalized costs of oil and gas properties, plus estimated future
development costs relating to proved reserves and estimated cost of
dismantlement and abandonment, net of salvage value, are amortized on a
unit-of-production (UOP) method over the estimated productive life of the proved
oil and gas reserves. Unevaluated oil and gas properties are excluded from this
calculation unless they have been determined to be impaired (have no future
value to the Company).

         Capitalized oil and gas property costs are limited to an amount (the
ceiling limitation) equal to the sum of the following:

         (a)      The present value of estimated future net revenues from the
                  projected production of proved oil and gas reserves,
                  calculated at prices in effect as of the balance sheet date
                  (with consideration of price changes only to the extent
                  provided by contractual arrangements) and a discount factor of
                  10%;

         (b)      The cost of investments in unproved and unevaluated properties
                  excluded from the costs being amortized; and

         (c)      The lower of cost or estimated fair value of unproved
                  properties included in the costs being amortized.

         As a result of the overall decline in oil and gas prices during 2001
and the general collapse in prices after the September 11th World Trade Center
terrorist attacks, the Company wrote down (ceiling test adjustment) the carrying
value of it's oil and gas properties by $2,220,029.

         Depletion and depreciation of capitalized costs for producing oil and
gas properties is provided using the units-of-production method based upon
proved reserves. Depletion and depreciation expense for the Company's oil and
gas properties amounted to $1,553,739 and $395,179 for the years ended December
31, 2001 and 2000, respectively. The Company's average UOP rate per equivalent
barrel of oil and gas production was $6.84 in 2001 and $5.94 in 2000. All of the
unevaluated property cost of $2,508,914 has been included in the calculation
base.

<PAGE>

         OTHER PROPERTY AND EQUIPMENT. Depreciation of property and equipment,
other than oil and gas properties, is provided generally on the straight-line
basis over the estimated useful lives of the assets as follows:

<TABLE>
<S>                                                                    <C>
                  Office furniture and equipment                       5 - 10   years
                  Transportation and other equipment                        5   years
                  Leasehold improvements                                    5   years
</TABLE>


         USE OF ESTIMATES AND CERTAIN SIGNIFICANT ESTIMATES. The preparation of
the Company's financial statements in conformity with generally accepted
accounting principles requires the Company's management to make estimates and
assumptions that affect the amounts reported in these financial statements and
accompanying notes. Actual results could differ from those estimates.
Significant assumptions are required in the valuation of proved oil and gas
reserves, which as described above may affect the amount at which oil and gas
properties are recorded. It is at least reasonably possible those estimates
could be revised in the near term, and those revisions could be material.

         CASH AND CASH EQUIVALENTS. For purposes of the statement of cash flows,
the Company considers cash equivalents to include all cash items, such as time
deposits and short-term investments that mature in three months or less.

         INCOME TAXES. Income taxes are provided for the tax effects of
transactions reported in the financial statements and consist of taxes currently
due, if any, plus net deferred taxes related primarily to differences between
the bases of assets and liabilities for financial and income tax reporting.
Deferred tax assets and liabilities represent the future tax return consequences
of those differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled. Deferred tax assets include
recognition of operating losses that are available to offset future taxable
income and tax credits that are available to offset future income taxes.
Valuation allowances are recognized to limit recognition of deferred tax assets
where appropriate. Such allowances may be reversed when circumstances provide
evidence that the deferred tax assets will more likely than not be realized.

         OIL AND GAS REVENUES. The Company recognizes oil and gas revenues as
production occurs. As a result, the Company accrues revenue relating to
production for which the Company has not received payment.

         JOINT INTEREST BILLINGS RECEIVABLE AND OIL AND GAS REVENUE PAYABLE.
Joint interest billings receivable represent amounts receivable for lease
operating expenses and other costs due from third party working interest owners
in the wells that the Company operates. The receivable is recognized when the
cost is incurred and the related payable and the Company's share of the costs
are recorded. As of December 31, 2001 and 2000 the entire amounts reflected on
the Balance Sheet under the category "Accounts Receivable - Amounts Due From
Working Interest Owners" of $1,513,703 net of allowance for doubtful accounts of
$1,300,000 and $1,695,460, respectively, are amounts due from working interest
owners on our New Mexico properties. The Company is actively pursuing the
collection of all accounts receivable and has succeeded in recovering
approximately $295,000 by way of taking assignment of interest in the fields
back to Regent.

         Oil and gas revenues payable represents amounts due to third party
revenue interest owners for their share of oil and gas revenues collected on
their behalf by the Company. The payable is recorded when the Company recognizes
oil and gas sales and records the related oil and gas sales receivable. As of
December 31, 2001 and 2000 the majority of the amounts reflected on the Balance
Sheet under the category "Royalties and Revenues Payable" of $744,662 and
$196,405, respectively, are amounts due to working interest owners on our New
Mexico properties.

         STOCK DIVIDEND. During March 2000, the Company authorized a .72-to-1
stock dividend for owners of record as of April 30, 2000. In November 2000, the
Company authorized a 1-for-2 reverse stock split. On October 24, 2001 the Board
of Directors declared a stock dividend of .51-to-1 for owners of record as of
October 24, 2001 and who had previously received a stock dividend of .72 shares
on April 30, 2000. These stock dividends were accounted for in the same manner
as a stock split. Share and per share amounts have been adjusted to reflect the
stock split and stock dividends for all periods reflected in these financial
statements.

         STOCK-BASED COMPENSATION. The Company applies Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation", which requires recognition of the value of stock options and


<PAGE>

warrants granted based on an option pricing model. However, as permitted by SFAS
123, the Company continues to account for stock options and warrants granted to
directors and employees pursuant to Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", and related interpretations.

         NEW ACCOUNTING PRONOUNCEMENTS. In June 2001, the Financial Accounting
Standards Board ("FASB") issued Statements of Financial Accounting Standards No.
141 "Business Combinations" ("SFAS 141") and No. 142 "Goodwill and Other
Intangible Assets" ("SFAS 142"). SFAS 141 requires all business combinations
initiated after June 30, 2001 to be accounted for under the purchase method. For
all business combinations for which the date of acquisition is after June 30,
2001, SFAS 141 also establishes specific criteria for the recognition of
intangible assets separately from goodwill and requires unallocated negative
goodwill to be written off immediately as an extraordinary gain, rather than
deferred and amortized. SFAS 142 changes the accounting for goodwill and other
intangible assets after an acquisition. The most significant changes made by
SFAS 142 are: 1) goodwill and intangible assets with indefinite lives will no
longer be amortized; 2) goodwill and intangible assets with indefinite lives
must be tested for impairment at least annually; and 3) the amortization period
for intangible assets with finite lives will no longer be limited to forty
years. The Company does not believe that the adoption of these statements will
have a material effect on its financial position, results of operations, or cash
flow.

         In June 2001, the FASB also approved for issuance SFAS 143 "Asset
Retirement Obligation." SFAS 143 establishes accounting requirements for
retirement obligations associated with tangible long-lived assets, including (1)
the timing of the liability recognition, (2) initial measurement of the
liability, (3) allocation of asset retirement cost to expense, (4) subsequent
measurement of the liability and (5) financial statement disclosures. SFAS 143
requires that an asset retirement cost should be capitalized as part of the cost
of the related long-lived asset and subsequently allocated to expense using a
systematic and rational method. The Company will adopt the statement effective
no later than January 1, 2003, as required. The transition adjustment resulting
from the adoption of SFAS 143 will be reported as a cumulative effect of a
change in accounting principle. At this time, the Company cannot reasonably
estimate the effect of the adoption of this statement on its financial position,
results of operations, or cash flows.

         In October 2001, the FASB also approved SFAS 144, ACCOUNTING FOR THE
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. SFAS 144 replaces SFAS 121,
ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO
BE DISPOSED OF. The new accounting model for long-lived assets to be disposed of
by sale applies to all long-lived assets, including discontinued operations, and
replaces the provisions of APB Opinion No. 30, REPORTING RESULTS OF
OPERATIONS-REPORTING THE EFFECT OF DISPOSAL OF A SEGMENT OF A BUSINESS, for the
disposal of segments of a business. Statement 144 requires that those long-lived
assets be measured at the lower of carrying amount or fair value less cost to
sell, whether reported in continuing operations or in discontinued operations.
Therefore, discontinued operations will no longer be measured at net realizable
value or include amounts for operating losses that have not yet occurred.
Statement 144 also broadens the reporting of discontinued operations to include
all components of an entity with operations that can be distinguished from the
rest of the entity and that will be eliminated from the ongoing operations of
the entity in a disposal transaction. The provisions of Statement 144 are
effective for financial statements issued for fiscal years beginning after
December 15, 2001 and, generally, are to be applied prospectively. At this time,
the Company cannot estimate the effect of this statement on its financial
position, results of operations, or cash flows.



<PAGE>


NOTE 2.    PROPERTY AND EQUIPMENT

           A summary of property and equipment at December 31, 2001 and 2000 is
as follows:

<TABLE>
<CAPTION>
                                                                      2001               2000
                                                                -----------------   ----------------
<S>                                                             <C>                <C>
           Oil and gas properties                                    $18,389,395        $16,520,008
           Leasehold improvements                                         69,110            126,890
           Transportation and other equipment                            169,318            169,318
           Office furniture and equipment                                300,920            177,763
                                                                -----------------   ----------------
                                                                      18,928,743         16,993,979
           Less accumulated depletion, depreciation and
           amortization                                              (2,160,491)          (517,205)
           Ceiling Limitation Adjustment                             (2,220,029)                  -
                                                                -----------------   ----------------
                                                                     $14,548,223        $16,476,774
</TABLE>

NOTE 3.    NOTES PAYABLE

         The following is a summary of notes payable at December 31, 2001 and
2000:

<TABLE>
<CAPTION>
                                                                        2001              2000
                                                                   ---------------    -------------
<S>                                                                 <C>               <C>
           Note payable to a company with interest at 12%                $482,625       $        -
           Note payable to a company with interest at 6%                   42,000                -
           Note payable to an investor with interest at 9%                437,479                -
           Other                                                            5,308          287,521
                                                                   ---------------    -------------
                                                                         $967,412         $287,521
</TABLE>


NOTE 4.    COMMITMENTS AND CONTINGENCIES

           LEASE COMMITMENTS. The Company leases office space and automobiles
under operating leases that have remaining non-cancelable lease terms in excess
of one year. The total mimimum lease commitments under these non-cancelable
leases as of December 31, 2001 are as follows:

<TABLE>
<CAPTION>
                             Years ending December 31
                      ----------------------------------------
<S>                                                                        <C>
                                       2002                                     $ 137,313
                                       2003                                       144,645
                                       2004                                        12,665
                                                                           ---------------
                                                                                $ 294,623

</TABLE>


           Rental expense for the years ended December 31, 2001 and 2000 was
approximately $118,000 and $114,000, net of sublease income of approximately
$18,000 for each year. The Company subleases space in its headquarters to an
engineering service provider. The sublease arrangement terminates upon
termination of their services.

           FINANCING COMMITMENTS. The Company assigned the lender under the
$2,500,000 note discussed in note 5 a 10% undivided interest in the Marathon Oil
properties acquired in November 2000. The $2.5 million note was associated with
the Marathon acquisition.

<PAGE>


NOTE 5.    LONG-TERM DEBT

         The following is a summary of long-term debt at December 31, 2001 and
2000:

<TABLE>
<CAPTION>
                                                            Balances at December 31,
                                                         ----------------------------
                                                             2001            2000
                                                         ------------    ------------

<S>                                                      <C>             <C>
$6,000,000 note payable to bank generally due in         $  3,279,730    $  5,830,000
  monthly payments of $175,000 plus interest at Bank
  One's prime rate plus 5% (average monthly rate of
  8.83% for 2001) through September 2003

$1,700,000 note payable to a financial institution due      1,226,599       1,700,000
  in monthly installments of $58,893, including
  interest at 14% through October 2003

$2,500,000 note payable to a company due in monthly         2,150,000       2,500,000
  payments of $70,000 plus interest at 18%, beginning
  May 1, 2001

Various notes payable to acquire vehicles due in               34,252          47,131
  monthly installments of $372 to $497 with interest
  rates ranging from 3.9% to 6.9%; collateralized by
  vehicles

Unsecured installment note payable to a stockholder            45,417          15,228
  due in 45 monthly installments of $946, including
  interest at 9% with a final maturity date of April
  1, 2002

$175,000 note payable to an individual due in full            175,000            --
  upon maturity at June 8, 2003.  Interest accrues and
  is paid quarterly at a rate of 10%

                                                         ------------    ------------
Total                                                       6,910,998      10,092,359

Less current portion                                       (6,679,126)     (6,855,145)
                                                         ------------    ------------

                                                         $    231,872    $  3,237,214
                                                         ============    ============
</TABLE>

         The $6,000,000 note payable to a bank is collateralized by oil and gas
properties with a borrowing base of $6,000,000 on the date the loan was funded.
The borrowing base is reduced by $175,000 each month and is generally subject to
redetermination semi-annually. There is no borrowing base available at this
time. If at any time the outstanding balance of the note exceeds the borrowing
base, the Company must either pay down the note to the amount of the borrowing
base and/or provide additional collateral. In addition to interest on the note,
the Company pays a facility fee on a quarterly basis equal to 1/2% of the unused
commitment under the agreement, which as of December 31, 2001 was zero. The note
agreement includes various covenants, the most significant of which are to
maintain a ratio of current assets to current liabilities, excluding current
maturities of long-term debt, of not less than 1.0 to 1.0 and to maintain a debt
coverage ratio, as defined, of not less than 1.0 to 1.0. The Company was in
violation of these ratios at December 31, 2001. This violation gives the bank
the right to accelerate the full amount due under the note. Therefore, all
amounts due this bank are included in current liabilities. During the second,
third, and fourth quarters the Company made significant payments on the note to
Bank One. Per the loan agreement the sum of $1,557,000 in principle was
scheduled to be paid in these three quarters. The Company exceeded this and paid
$1,845,000 instead. However, the bank applied the excess payments against the
back end of the loan instead of against the current payment schedule. This left
a balance owed of $688,000 at December 31, 2001. The remainder

<PAGE>


is still outstanding. The Company assigned revenues from the properties to the
bank in lieu of making installment payments in August 2001, and has hired
American Energy Advisors to sell the property interests collateralizing the
loan. The interest rate has been increased to prime plus 5.0%. The effective
interest rate charged during 2001 was 8.83%. The Company is current on the
interest payments.

         The $1,700,000 note to a financial institution is subordinate to the
$6,000,000 bank note and is collateralized by an assignment of proceeds from the
sale of oil and gas from certain oil and gas properties. The note agreement
includes various covenants, the most significant of which require the Company to
maintain a ratio of current assets to current liabilities of not less than 1.0
to 1.0 and a debt coverage ratio where EBITDA to interest will not be less than
1.1 to 1.0. The Company was in violation of these ratios at December 31, 2001.
The Company did not receive a waiver of such violations but is current on this
obligation.

         The $2.5 million demand note to a company was renegotiated in March
2001 to provide for interest only payments through April 30, 2001 computed based
on a rate of 18% for January 2001, and 12% from February 1, 2001 through April
30, 2001. Under the terms of the note the interest rate reverted to 18% as of
May 1, 2001 and, as provided under the terms of the note, the Company is
repaying the note in 35 monthly installments of $70,000 plus interest with a
final installment of the remaining balance due in the 36th month. The Company
was unable to make three of the scheduled payments on this note during 2001,
leaving a balance due at year end of $210,000 in principal and $78,943 in
interest. This note is subordinate to the $6,000,000 note to the bank, is
partially collateralized by oil and gas properties, and is guaranteed by the
Company's president. Under the terms of the agreement, the lender is entitled to
an assignment of 10% of the Company's net cash flows/property, after deduction
for debt and interest payments on related debt, of any oil and gas properties
the Company may acquire from January 4, 2000 through December 31, 2002 from
certain companies. As of December 31, 2001, one property has been acquired to
which the 10% provision applies. Payments under this provision were minor in
2001.

         Scheduled maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
                      Years ending December 31,
                      -------------------------
<S>                                                                             <C>
                           2002                                                    3,673,483
                           2003                                                    2,870,815
                           2004                                                      349,719
                           2005                                                       16,951
                                                                                ---------------
                                                                                  $6,910,968
</TABLE>





<PAGE>


NOTE 6.  STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS (UNAUDITED)

         The standardized measure of discounted future net cash flows at
December 31, 2001 and 2000 relating to proved oil and gas reserves is set forth
below. The assumptions used to compute the standardized measure are those
prescribed by the Financial Accounting Standards Board and, as such, do not
necessarily reflect the Company's expectations of actual revenues to be derived
from those reserves nor their present worth. The limitations inherent in the
reserve quantity estimation process are equally applicable to the standardized
measure computations since these estimates are the basis for the valuation
process.

<TABLE>
<CAPTION>
                                                                     DECEMBER 31,
                                                           ------------------------------
                                                               2001             2000
                                                           -------------    -------------
<S>                                                        <C>              <C>
Future cash inflows                                        $  95,141,883    $ 157,605,000
Future production costs and development costs                (60,705,934)     (55,753,900)
Future income tax expense                                     (7,950,161)     (30,963,000)
                                                           -------------    -------------
Future net cash flows                                         26,485,788       70,888,100
10% annual discount for estimated timing of cash flows       (16,477,579)     (27,707,100)
                                                           -------------    -------------

Standardized measure of discounted future net cash flows   $  10,008,209    $  43,181,000
                                                           =============    =============
</TABLE>

         Future net cash flows were computed using year-end prices and costs,
and year-end statutory tax rates (adjusted for permanent differences) that
relate to existing oil and gas reserves at year end. The following are the
principal sources of change in the standardized measure of discounted future net
cash flows:


<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                         ----------------------------
                                                             2001             2000
                                                         ------------    ------------
<S>                                                      <C>             <C>
Beginning of year                                        $ 43,181,000    $ 14,773,372
Sales of oil and gas produced, net of production costs
                                                           (2,321,258)       (730,000)
Change in estimated production and development costs        2,914,277        (721,000)
Purchases of minerals in place                              5,381,781      26,182,000
Effect of changes in prices                               (28,969,633)      5,765,000
Accretion of discount                                       4,318,100       1,477,337
Net change in income taxes                                  8,695,871      (1,853,000)
Other                                                     (23,191,929)     (1,712,709)
                                                         ------------    ------------

End of year                                              $ 10,008,209    $ 43,181,000
                                                         ============    ============
</TABLE>

<PAGE>


NOTE 7.    STOCK OPTIONS

         The Company's stock option plan (the "Plan") provides for both
incentive stock options and non-qualified stock options. The Plan was adopted on
July 15, 1997 and both the incentive stock options and non-qualified stock
options will expire on December 15, 2007. The maximum number of shares
underlying the options granted under the Plan is 154,533. The Company has issued
stock options in excess of the maximum allowed by the Plan. The Company plans to
present to its shareholders an amendment increasing the number of shares
reserved under the Plan. The following is a summary of option activity during
2001 and 2000.

<TABLE>
<CAPTION>
                                                          December 31, 2001               December31, 2000
                                                     ----------------------------    ----------------------------
                                                                      Weighted                        Weighted
                                                                      Average                          Average
                                                       Number         Exercise         Number         Exercise
                                                     Of Shares         Price          Of Shares         Price
                                                     -----------    -------------    ------------    ------------
<S>                                                  <C>            <C>              <C>             <C>
       Outstanding, beginning of year                   760,265        $ 1.43            115,899       $ 2.30
            Canceled or expired                        (58,867)        $ 2.10           (23,179)       $ 2.30
            Granted - new                                98,150        $ 0.95            667,545       $ 1.30
            Granted - dividend                          357,714                -               -               -
            Granted - merger effect                   2,100,222                -               -               -
            Exercised                                         -                -               -               -
                                                     -----------    -------------    ------------    ------------

       Outstanding, end of year                       3,257,484        $ 0.31            760,265       $ 1.43
                                                      =========        ======            =======       ======
       Exercisable, end of year                       2,127,303        $ 0.35            132,720       $ 1.30
                                                      =========        ======            =======       ======

</TABLE>

         If not previously exercised, options outstanding at December 31, 2001
will expire as follows:


<TABLE>
<CAPTION>
                                                                                  Weighted
                                                                                   Average
                                                                 Number           Exercise
                                                               Of Shares            Price
                                                              -------------    ----------------
<S>                                                           <C>             <C>
              December 31, 2002                                    597,814         $ 0.89
              December 31, 2005                                  2,561,520         $ 0.17
              December 31, 2011                                     98,150         $ 0.95
                                                              -------------    ----------------
                                           Total                 3,257,484         $ 0.31
                                                              =============    ================
</TABLE>

         Presented below is a comparison of the weighted average exercise prices
and fair values of the Company's common stock options on the measurement date
for the options granted during fiscal years 2001 and 2000.


<TABLE>
<CAPTION>
                                                          2001                                           2000
                                        ------------------------------------------    -------------------------------------------
                                                        Weighted       Weighted                       Weighted        Weighted
                                          Number        Average         Average        Number         Average         Average
                                            Of          Exercise         Fair            Of           Exercise          Fair
                                          Shares         Price           Value         Shares          Price           Value
                                        -----------    -----------    ------------    ----------    -------------   -------------
<S>                                       <C>            <C>            <C>             <C>         <C>             <C>
Exercise equal to or greater
    Than market price                            -              -               -        32,680     $    2.33       $       .60

Exercise price less than
    Market price                          98,150         $ 0.95         $ 0.95          594,865     $      .79      $      2.45

</TABLE>



<PAGE>


         PRO FORMA STOCK-BASED COMPENSATION DISCLOSURES - As discussed in note
1, the Company applies APB Opinion No. 25 and related interpretations in
accounting for its stock options. Accordingly, no compensation cost has been
recognized for grants of options to employees with the exercise prices at or
above the market price of the Company's common stock on the measurement dates.
Had compensation been determined based on the estimated fair value at the
measurement dates for awards under those plans consistent with the method
prescribed by SFAS No. 123, the Company's December 31, 2001 and 2000 net loss
would have been changed to the proforma amounts indicated below:

<TABLE>
<CAPTION>
                                                         2001                  2000
                                                  -------------------    ------------------
<S>                                               <C>                         <C>

                  Net loss:
                       As reported                $  (14,339,556)             $(6,392,630)
                       Pro forma                  $  (14,437,706)             $(6,523,376)
</TABLE>


ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         NONE


<PAGE>



                                    PART III


ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table sets forth as of December 31, 2001 the names and
ages of the directors and executive officers of the Company, the principle
offices and positions held with the Company by each person, the committees that
each person serves on, and the date each person became a director or executive
officer of the Company. The directors and executive officers serve until their
successor is elected or appointed or until their earlier death, resignation or
removal by the Board of Directors.

<TABLE>
<CAPTION>

           NAME                  AGE               POSITION                    COMMITTEES             SERVED AS DIRECTOR OR
                                                                                                          OFFICER SINCE
----------------------------    -------   ---------------------------- ---------------------------- --------------------------
<S>                             <C>       <C>                          <C>                          <C>
Michael V. Ronca                  48      Chairman of the Board                                           March 9, 2001
John N. Ehrman                    44      President, Chief Executive                                      March 9, 2001
                                          Officer, and Director
Paul Bornstein                    45      Director                      Compensation, Chairman            March 9, 2001
Murray Goldberg                   76      Director                      Audit                             March 9, 2001
Andrew Levy                       54      Director                                                        March 9, 2001
Kent Lovelace                     64      Director                      Compensation                      March 9, 2001
Brett Fialkoff                    35      Director                      Audit, Chairman                  October 24, 2001
Michael A. Pugh                   49      Vice President and Chief                                        March 9, 2001
                                          Financial Officer
Daniel H. Silverman               38      Vice President                                                  March 9, 2001
</TABLE>

MICHAEL V. RONCA  Chairman of the Board since March 9, 2001. Mr. Ronca joined
Vulcan Minerals & Energy, Inc. in September 2000. From February 2000 until
September 2000, Mr. Ronca was an independent consultant in the oil and gas
industry. From 1998 until February 2000 Mr. Ronca served as Chief Operating
Officer of Range Resources Corporation. From 1992 to 1998, Mr. Ronca served as
President and Chief Executive Officer Domain Energy Corporation, until it was
acquired by Lomak Petroleum in 1998 to form Range Resources Corporation. From
1992 to 1996 Domain Energy Corporation was a part of Tenneco, Inc., and known as
Tenneco Ventures. In 1996 Mr. Ronca led a management group that bought Tenneco
Ventures from Tenneco, Inc., and formed Domain Energy Corporation. From 1984 to
1992 Mr. Ronca served in various positions in Tenneco, Inc.

JOHN N. EHRMAN  President and Chief Executive Officer and a Director since March
9, 2001. In April 1997 Mr Ehrman founded Vulcan Mineral & Energy, Inc. (an oil
and gas production company formerly known as Playa Minerals & Energy, Inc.).
From 1992 to Mach 1997 served as President and Co-Founder of Midcon Offshore,
Inc., a privately held corporation.

MICHAEL PUGH   Vice President and Chief Financial Officer since March 9, 2001.
From 1982 to 2001 Mr. Pugh served in various positions with Santa Fe Energy
Resourcse, Inc. From 1991 until March 1996 served as Vice President Finance of
Santa Fe Energy Resources Inc. Southeast Asia Companies. Upon repatriation to
the United States in 1993 Mr. Pugh served as Treasurer for International
Operations, Manager of the Risk Management Department and Administrative Manager
for International Functions.

DANIEL H. SILVERMAN   Vice President-Acquistions since March 9, 2001. Mr.
Silverman joined Vulcan Minerals & Energy, Inc. in October 2000. From August
1999 until October 2000 Mr. Silverman served as Vice President -Business
Development and Chief Operating Officer of Petrochemicals Corporation. From 1995
until August 1999 Mr. Silverman served as Managing Director of Acquisitions and
Divestitures with Torch Energy Advisors. From 1993 until 1995 Mr. Silverman
served as Manager of Acquisitions and Divestitures with Apache Corporation.



<PAGE>


PAUL A. BORNSTEIN   Director since March 9, 2001. From 1998 to present Mr.
Bornstein has been an independent financial consultant. From 1996 until 1998 Mr.
Bornstein served as an Equity Analyst with Merrill Lynch Asset Management. From
1994 until 1996 Mr. Bornstein served as an Equity Analyst with Fleet Investment
Advisors.

MURRAY GOLDBERG   Director since March 9, 2001. Mr. Goldberg is a Member of
Berkman, Henoch, Peterson & Peddy, P.C. Also, Mr. Goldberg is a Director of
Washington National Life Insurance Company of New York

ANDREW A. LEVY   Director since March 9, 2001. From June 1983 to present Mr.
Levy has served as President of Redstone Capital Corporation

KENT LOVELACE   Director since March 2001. Since 1975 President and Chief
Executive Officer Equitrust. Serves as a director on the boards of several
privately held companies.

BRETT FIALKOFF   Director since October 24, 2001. Since 1997 Mr. Fialkoff has
been a member of Performance Capital, LLC, Performance Management, LLC and
Performance Holding Corp. From February 1993 to 1996 Mr. Fialkoff was an
analyst for the aforementioned partnerships. Also, Mr. Fialkoff is a Director
of Sentigen Holdings and a General Partner of Great Northern Partner, LP.

         On March 1, 2002 Messrs. Michael V. Ronca and Brett Fialkoff
resigned as directors of the Company. On March 4, 2002 Mr. Murray Goldberg
resigned as a director of the Company. On March 1, 2002 Mr. Phillip P.
Gennarelli was appointed to the Board as Chairman, filling the seat vacated
by Mr. Ronca. Mr. Gennarelli is a managing partner of Millenium Ventures, a
company that provides turnkey solutions to the electric power generation
industry. Mr. Gennarelli is a former vice president of Unocal and BP/Amoco,
sits on the Board of Midwest Energy Holdings, Inc., and is an advisor to
Taylor DeJohngh, Inc., a leading project finance company.

         Following the resignations of Messrs. Ronca, Fialkoff, and Goldberg,
and the appointment of Mr. Gennarelli, the Company has five directors.

ITEM 10.   EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

           The following table summarizes certain information regarding
compensation paid or accrued by the Company during each of the last three fiscal
years to the Chief Executive Officer, Chairman of the Board, and each of the
Company's other executive officers.

                                                    SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                                       LONG TERM COMPENSATION
                                                          ANNUAL COMPENSATION                     ---------------------------------
                                           ---------------------------------------------------   RESTRICTED         SECURITIES
                                                                                ALL OTHER            STOCK           UNDERLYING
                                              SALARY           BONUS          COMPENSATION          AWARDS          OPTIONS/SARS
                               YEAR            $                $                  $                  $                 #
                              --------    -------------    ------------    ------------------    ------------    -----------------
<S>                           <C>            <C>              <C>                <C>              <C>            <C>
John N. Ehrman (1)            2001           200,000          212,948            260,234               -                 -
  President and Chief         2000           354,630          110,250            397,175               -              146,319
  Executive Officer           1999           185,185             -               162,804               -                 -

Michael V. Ronca              2001           200,000           23,948               -                  -                 -
  Chairman of the             2000            66,667             -                  -                  -              175,000
  Board                       1999              -                -                  -                  -                 -

Michael A. Pugh               2001           115,680             -                  -                  -               75,500
  Vice President -            2000              -                -                  -                  -                 -
  Finance, Chief              1999              -                -                  -                  -                 -
  Financial Officer

Daniel H. Silverman,          2001           150,000             -                  -                  -                 -
  Vice President -            2000            32,350             -                  -                  -                 -
  Acqusitions                 1999              -                -                  -                  -                 -
</TABLE>

(1)      Mr. Ehrman reduced his base salary in 2001 from 2000 by $154,630. Bonus
         paid in 2001 and 2000 was part of a $493,000 bonus earned on
         performance achievements in 1999. The total bonus earned in 1999 was
         $986,000, however Mr. Ehrman forgave half or $493,000, and agreed to
         take the remainder over a three year period without interest. In 2001
         $212,948 was paid to Mr. Ehrman pursuant to the payment schedule.
         During 2001 Mr. Ehrman received $260,234 in additional compensation,
         however this has been partially repaid during 2002. Mr. Ehrman has
         personally guaranteed $3,600,000 in corporate debt as well as co-signed
         on several leases for field vehicles and office equipment. Mr. Ehrman
         is currently working without any compensation and has been doing so
         since January 1, 2002.

         In connection with the financing of various corporate obligations Mr.
         Ehrman has transferred 1,400,000 of his personal shares of the Company
         to creditors either outright or as collateral for the loans. As of May
         13, 2002 the entire 1.4 million shares have not been reimbursed to Mr.
         Ehrman.

(2)      Mr. Ronca received $200,000 in salary and $23,948 in bonus in 2001. He
         resigned his position on March 1, 2002 and is not currently receiving
         any compensation.

(3)      Mr. Pugh joined the Company in March 2001 and received $115,680 of his
         annual salary of $140,000 during 2001.

(4)      Mr. Silverman received $150,000 in salary in 2001. He left the Company
         in early 2002 and no longer receiving compensation.


<PAGE>


STOCK OPTION GRANTS DURING 2001

           The following table provides information relating to the Company's
grants of options during 2001 to the executive officers named in the Summary
Compensation Table above.

                     OPTION / SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                            INDIVIDUAL GRANTS
                                ------------------------------------------
                                    NUMBER OF              PERCENT OF
                                    SECURITIES               TOTAL
                                    UNDERLYING            OPTIONS/SARS
                                   OPTIONS/SARS            GRANTED TO             EXERCISE OR
                                     GRANTED              EMPLOYEES IN            BASE PRICE             EXPIRATION
                                        #                 FISCAL YEAR              ($ / SH)                 DATE
                                -------------------    -------------------     ------------------     ------------------
<S>                                   <C>                    <C>                      <C>                  <C>
John N. Ehrman                          -                      -                       -                      -
Michael V. Ronca                        -                      -                       -                      -
Michael A. Pugh                       75,500                 23.08                    .95                  12/7/11
Daniel A. Silverman                     -                      -                       -                      -
</TABLE>


AGGREGATED OPTION /SAR EXERCISES DURING 2001 AND OPTION/SAR VALUES AT
DECEMBER 31, 2001

           The following table provides information with respect to
unexercised options to purchase the Company's common stock held by the named
executive officers at December 31, 2001. No options were exercised during
fiscal 2001.

            AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                       AND FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                                   NUMBER OF SECURITIES                 VALUE OF UNEXERCISED
                               SHARES                             UNDERLYING UNEXERCISED            IN-THE-MONEY OPTIONS / SARS
                              ACQUIRED                               OPTIONS / SARS AT                  AT DECEMBER 31, 2001
                                  ON            VALUE                DECEMBER 31, 2001                          ($)
                              EXERCISE        REALIZED        --------------------------------    ---------------------------------
                                  (#)             ($)         EXERCISABLE      UNEXERCISABLE      EXERCISABLE       UNEXERCISABLE
                              ------------    ------------    ------------    ----------------    -------------    ----------------
<S>                           <C>             <C>             <C>               <C>                 <C>              <C>
John N. Ehrman                     -               -            618,233           319,265             666,755          515,168
Michael V. Ronca                   -               -            788,258              -              1,490,190              -
Michael A. Pugh                    -               -               -               75,500              -                71,725
Daniel A. Silverman                -               -               -                 -                 -
</TABLE>

(1) The closing price of common stock on December 31, 2001 was $1.90.


COMPENSATION OF DIRECTORS

           Directors who are employees or otherwise receive compensation from us
do not receive additional compensation for service as directors. Outside
directors were not paid any direct compensation during 2001. On April 16, 2002
the Directors approved a one time grant of 150,000 shares per director upon an
S-8 filing.




<PAGE>


ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock as of January 1, 2001, by
each of the Company's directors and officers and by all directors and officers
as a group. The table also lists each person or entity that is known to the
Company to own beneficially more than 5% of the outstanding common stock, with
the address of each such person or entity. Unless otherwise noted, each of the
named persons or entities has sole voting and investment power with respect to
the shares shown.


                      SECURITY OWNERSHIP OF MANAGEMENT AND
                            CERTAIN BENEFICIAL OWNERS

<TABLE>
<CAPTION>
NAME OF DIRECTOR, EXECUTIVE OFFICER,  NUMBER OF SHARES OF      PERCENT OF
GROUP, OR ENTITY                         COMMON STOCK             CLASS
                                       ------------------   ------------------
<S>                                     <C>                      <C>
John N  Ehrman                          4,813,112(1)             13.61%
Michael Ronca                             264,250(2)              0.75%
Paul Bornstein                            154,328(3)              0.43%
Murray Goldberg                            37,227(4)              0.11%
Andrew Levy                               575,020(5)              1.63%
Kent Lovelace                             725,568(6)              2.05%
                                      ------------               -----
All Officers and Directors as a group   6,569,505                18.58%

Harry S. Newton
     230 Mathers Road
     Ambler, PA 19002                   1,982,672                 5.61%
</TABLE>

(1)      Includes 4,605,860 shares owned indirectly by Mr. Ehrman as beneficiary
         of the Ehrman Family Trust and 207,252 shares underlying presently
         exercisable options.

(2)      Includes 264,250 shares underlying presently exercisable options.

(3)      Includes 154,328 shares owned directly by Mr. Bornstein.

(4)      Includes 37,227 shares underlying presently exercisable options.

(5)      Includes 575,020 shares owned directly by Mr. Levy.

(6)      Includes 280,845 shares owned directly or indirectly, 18,613 shares
         underlying presently exercisable options, and 426,110 shares underlying
         presently exercisable warrants.


ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED PARTIES

           During February 1999, the Company acquired furniture located in its
previously leased premises from a related corporation. The furniture was
purchased on an 84-month installment note, bearing interest at 12% per annum.
The purchase price was $75,703.

           As of December 31, 2001 and 2000, $82,015 and $29,150, respectively,
was due from an officer. As of December 31, 2001 and 2000, the Company had a
liability to an officer of $45,417 and $15,228, respectively.

           During 2001 and 2000 the Company paid commissions and consulting fees
to two members of the board of directors in connection with the sale of common
stock by the Company. The amounts paid and or accrued totaled $172,980 for the
year ended December 31, 2001 and $129,930 for the year ended December 31, 2000.
In addition, during 2001 the Company paid $61,000 for consulting services to a
company in which one member of the board of directors is a principle.


<PAGE>


ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS

<TABLE>
<CAPTION>
Exhibit
No.                                                        INDEX OF REPORTS
------------    --------------------------------------------------------------------------------------------------------
<S>             <C>
2.1             Agreement and Plan of Reorganization, dated as of March 14, 2001, between NPC Holdings, Inc. and
                Vulcan Minerals and Energy, Inc. Incorporated by reference to Exhibit 2 of the Form 8-K of Regent
                Energy Corporation (f/k/a NPC Holdings, Inc.).

3.1             Articles of Incorporation. Incorporated by reference to Exhibit
                3.1-a to Regent Energy Corporation's Quarterly Report on Form
                10-QSB for the Quarter ended March 31, 2001.

3.2             Articles of Merger and Plan of Merger, between The New Paraho Corporation and NPC Holdings, Inc.
                Incorporated by reference to Exhibit 3.1-b to Regent Energy Corporation's Quarterly Report on Form
                10-QSB for the Quarter ended March 31, 2001.

3.3             Articles of Amendment to the Articles of Incorporation. Incorporated by reference to Exhibit 3. (I)
                of the Form 8-K filed on March 9, 2001.

3.4             By-laws, as incorporated by reference to Exhibit 3.3 to Regent Energy Corporation's Quarterly Report
                on Form 10-QSB for the Quarter ended March 31, 2001.

4.1             Registration Rights Agreement of the Company dated February 26, 2001. Incorporated by reference to
                Exhibit 4 to Regent Energy Corporation's Quarterly Report on Form 10-QSB for the Quarter ended March
                31, 2001.

10.1            Credit Agreement dated November 14, 2000 between Vulcan Minerals & Energy, Inc. (formerly Playa
                Minerals & Energy, Inc.) ("Vulcan") and Bank One, Texas, National Association. Incorporated by
                reference to 10.1 to Regent Energy Corporation's Quarterly Report on Form 10-QSB for the quarter ended
                March 31, 2001.

10.2            Form of Promissory Note of Vulcan dated November 14, 2000, payable to Bank One, Texas, National
                Association in the principal amount of $25,000,000. Incorporated by reference to 10.2 to Regent
                Energy Corporation's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001.

10.3            Promissory Note of Vulcan dated April 4, 2000, payable to Parawon Corporation in the original
                principal amount of $2,500,000. Incorporated by reference to 10.3 to Regent Energy Corporation's
                Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001.

10.4            Subordination Agreement of Parawon Corporation dated November 14, 2000. Incorporated by reference to
                10.4 to Regent Energy Corporation's Quarterly Report on Form 10-QSB for the quarter ended March 31,
                2001.

10.5            Subordination Agreement by and among Parawon Corporation, Vulcan, and Bank One, Texas, National
                Association dated November 14, 2000. Incorporated by reference to 10.5 to Regent Energy Corporation's
                Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001.

10.6+           Amended Employment Agreement between Vulcan and John N. Ehrman, dated as of June 1, 2000.
                Incorporated by reference to Exhibit 10.6 to Regent Energy Corporation's Quarterly Report on Form
                10-QSB for the Quarter ended March 31, 2001.

10.7+           Employment Agreement with Michael Ronca dated September 1, 2000.

<PAGE>

10.8+           Form of Nonqualified Stock Option Agreement. Incorporated by reference to Exhibit 10.7 to Regent
                Energy Corporation's Quarterly Report on Form 10-QSB for the Quarter ended March 31, 2001.

10.9            Letter of Intent dated November 5, 2001 with BD&D Operating Company. Incorporated by reference to
                Exhibit 10.1 to Regent Energy Corporation's Quarterly Report on Form 10-QSB for the quarter ended
                September 30, 2001.

10.10           Stock Loan dated November 27, 2001 with Energy Investors, LLC. Incorporated by reference to Exhibit
                10.2 to Regent Energy Corporation's Quarterly Report on Form 10-QSB for the quarter ended September
                30, 2001.

10.11           Promissory Note dated February 11, 2002 with Energy Investors, LLC.

10.12           Purchase and Sale Agreement dated February 8, 2002 with BC&D Operating Company.

------------------------------------------------------------------------------------------------------------------------
</TABLE>

+ Compensation plan, benefit plan or employment contract or arrangement.



REPORTS ON FORM 8-K

         The Company filed one report on Form 8-K/A for the period October 1,
2001 through March 31, 2002. Item 7 - Independent Auditors Report for the year
ended December 31, 1999 was filed on March 12, 2002. There were no revisions to
the previously reported Financial Statements.




<PAGE>


                                   SIGNATURES

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, THE REGISTRANT HAS DULY CAUSED THIS QUARTERLY REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                     REGENT ENERGY CORPORATION
                                     (Registrant)



Date:        5/17/02              By: /s/ MICHAEL A. PUGH
      ---------------------          ---------------------------------------
                                  Michael A. Pugh,  Vice President and Chief
                                  Financial Officer
                                  (Principal Financial and Accounting Officer)

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1934, THIS REPORT
HAS BEEN SIGHED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.

<TABLE>

<S>                                        <C>
Date:        5/17/02                       By: /s/ JOHN  N. EHRMAN
      ---------------------                   --------------------------------------------------
                                           John  N. Ehrman, President and Chief Executive
                                           Officer


Date:        5/17/02                       By: /s/ PHILLIP P. GENNARELLI
      ---------------------                   --------------------------------------------------
                                           Phillip P. Gennarelli, Chairman of the Board and
                                           Director


Date:        5/17/02                       By: /s/ MICHAEL A. PUGH
      ---------------------                   --------------------------------------------------
                                           Michael A. Pugh, Vice President and Chief Financial
                                           Officer


Date:        5/17/02                       By: /s/ PAUL BORNSTEIN
      ---------------------                   --------------------------------------------------
                                           Paul Bornstein, Director


Date:        5/17/02                       By: /s/ ANDREW LEVY
      ---------------------                   --------------------------------------------------
                                           Andrew Levy, Director


Date:        5/17/02                       By: /s/ KENT LOVELACE
      ---------------------                   --------------------------------------------------
                                           Kent Lovelace, Director
</TABLE>