U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
Quarterly Report Under
the Securities Exchange Act of 1934
For Quarter Ended: September 30, 1998
Commission File Number: 0-23301
3PM HOLDING CORP.
(Exact name of small business issuer as specified in its charter)
Colorado
(State or other jurisdiction of incorporation or organization)
84-1284185
(IRS Employer Identification No.)
5650 Greenwood Plaza Blvd, Suite 216
Englewood, Colorado
(Address of principal executive offices)
80111
(Zip Code)
(303) 741-1118
(Issuer's Telephone Number)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days: Yes
X No .
- ----- -----
The number of shares of the registrant's only class of common stock
issued and outstanding, as of September 30, 1998, was 500,000
shares.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the nine month
period ended September 30, 1998, are attached hereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction
with the Financial Statements and notes thereto included herein.
The Company generated no revenues during the nine month
period ended September 30, 1998. Management of the Company
anticipates that the Company will not generate any significant
revenues until the Company accomplishes its business objective of
merging with a nonaffiliated entity or acquiring assets from the
same.
The Company's securities are currently not liquid. There
are no market makers in the Company's securities and it is not
anticipated that any market will develop in the Company's
securities until such time as the Company successfully implements
its business plan of engaging in a business opportunity, either by
merger or acquisition of assets. The Company presently has no
liquid financial resources to offer such a candidate and must rely
upon an exchange of its stock to complete such a merger or
acquisition.
Because the Company is not required to pay rent or
salaries to any of its officers or directors, management believes
that the Company has sufficient funds to continue operations
through the foreseeable future.
Forward Looking Statements
This report contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") concerning the Company's operations, economic
performance and financial conditions, including, in particular, the
likelihood of the Company's ability to acquire another existing
business or assets. These statements are based upon a number of
assumptions and estimates which are inherently subject to
significant uncertainties and contingencies, many of which are
beyond the control of the Company and reflect future business
decisions which are subject to change. Some of these assumptions
inevitably will not materialize and unanticipated events will occur
which will affect the Company's results. Consequently, actual
results will vary from the statements contained herein and such
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<PAGE>
variance may be material. Prospective investors should not place
undue reliance on this information.
Year 2000 Disclosure
Many existing computer programs use only two digits to
identify a year in the date field. These programs were designed
and developed without considering the impact of the upcoming change
in the century. If not corrected, many computer applications could
fail or create erroneous results by or at the Year 2000. As a
result, many companies will be required to undertake major projects
to address the Year 2000 issue. Because the Company has nominal
assets, including no personal property such as computers, it is not
anticipated that the Company will incur any negative impact as a
result of this potential problem. However, it is possible that
this issue may have an impact on the Company after the Company
successfully consummates a merger or acquisition. Management
intends to address this potential problem with any prospective
merger or acquisition candidate. There can be no assurances that
new management of the Company will be able to avoid a problem in
this regard after a merger or acquisition is so consummated.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - NONE
ITEM 2. CHANGES IN SECURITIES - NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 9, 1998, the shareholders of the Company
unanimously approved the proposed transaction between the Company
and Northwood Sports, Inc., a Canadian corporation ("Northwood"),
whereby the Company agreed in principle to acquire all of the
issued and outstanding shares of Northwood, in exchange for
issuance by the Company of previously unissued "restricted" common
stock. The relevant terms of the proposed transaction require the
Company to (i) undertake a "forward split" of its common stock,
whereby 2.4 shares of common stock shall be issued in exchange for
each share of common stock issued and outstanding, in order to
establish the number of issued and outstanding common shares of the
Company at Closing to be 1,200,000 shares; (ii) issue to the
Northwood shareholders an aggregate of 4,800,000 "restricted"
common shares (post split), representing 80% of the Company's then
outstanding common stock, in exchange for all of the issued and
outstanding shares of Northwood. As of the date of this report,
Northwood has not provided the necessary documentation to allow the
transaction to close. However, management has the position that if
Northwood does not provide such documentation in the near future,
management intends to terminate the transaction and the Company
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will seek another candidate for the purpose of merger or
acquisition of assets to fulfill its intended business plan.
ITEM 5. OTHER INFORMATION - NONE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -
(a) Exhibits
EX-27 Financial Data Schedule
(b) Reports on Form 8-K
None.
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<TABLE>
3PM Holding Corp.
(A Development Stage Company)
Balance Sheet
- ----------------------------------------------------------------------
<CAPTION>
Unaudited Audited
September December
30, 1998 31, 1997
--------- ---------
<S> <C> <C>
ASSETS
Current Assets - Cash $ 0 $ 2,071
--------- ---------
TOTAL ASSETS $ 0 $ 2,071
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Bank Overdraft $ 10 $ 0
Accounts Payable Trade 3,661 2,000
Notes Payable Related Party 74,510 69,510
Accrued Interest Payable 14,036 10,832
--------- ---------
Total Current Liabilities 92,217 82,342
--------- ---------
SHAREHOLDERS' EQUITY
Preferred Stock , .01 Par Value
Authorized 20,000,000 Shares; Issued
And Outstanding -0- Shares 0 0
Common Stock, $.0001 Par Value
Authorized 100,000,000 Shares;
Issued And Outstanding 500,000 Shares 50 50
Capital Paid In Excess Of
Par Value Of Common Stock 59,950 59,950
Retained (Deficit) (133,775) (133,775)
Retained Earnings (Deficit)
Accumulated During The
Development Stage (18,442) (6,496)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY (92,217) (80,271)
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 0 $ 2,071
========= =========
<FN>
The Accompanying Notes Are An Integral Part Of These Unaudited
Financial Statements.
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</TABLE>
<TABLE>
3PM Holding Corp.
(A Development Stage Company)
Unaudited Statement Of Operations
- ----------------------------------------------------------------------
<CAPTION>
Inception
Unaudited Unaudited January 1,
9 Month 9 Month 1997
Period Ended Period Ended Through
September September September
30, 1998 30, 1997 30, 1998
------------ ------------ ----------
<S> <C> <C> <C>
Revenue $ 0 $ 0 $ 0
Expenses:
Bank Charges 81 8 118
Legal And Accounting 8,661 288 10,949
------------ ------------ ----------
Total 8,742 296 11,067
------------ ------------ ----------
Net (Loss) Before Other Income (8,742) (296) (11,067)
Interest Expense (3,204) 0 (7,375)
------------ ------------ ----------
Net (Loss) $ (11,946) $ (296) $ (18,442)
============ ============ ==========
Basic (Loss) Per
Common Share ($0.02) ($0.00)
============ ============
Weighted Average Common Shares
Outstanding 500,000 500,000
============ ============
<FN>
The Accompanying Notes Are An Integral Part Of These Unaudited
Financial Statements.
</TABLE>
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<PAGE>
<TABLE>
3PM Holding Corp.
(A Development Stage Company)
Unaudited Statement Of Operations
- ----------------------------------------------------------------------
<CAPTION>
Unaudited Unaudited
3 Month 3 Month
Period Ended Period Ended
September September
30, 1998 30, 1997
------------ ------------
<S> <C> <C>
Revenue $ 0 $ 0
Expenses:
Bank Charges 56 0
Legal And Accounting 666 0
------------ ------------
Total 722 0
------------ ------------
Net (Loss) Before Other Income (722) 0
Other Income -Interest (2,161) 0
------------ ------------
Net (Loss) $ (2,883) $ 0
============ ============
Basic (Loss) Per
Common Share ($0.01) ($0.00)
============ ============
Weighted Average Common Shares
Outstanding 500,000 500,000
============ ============
<FN>
The Accompanying Notes Are An Integral Part Of These Unaudited
Financial Statements.
</TABLE>
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<TABLE>
3PM Holding Corp.
(A Development Stage Company)
Unaudited Statement Of Cash Flows
- ----------------------------------------------------------------------
<CAPTION>
Inception
Unaudited Unaudited January 1,
9 Month 9 Month 1997
Period Ended Period Ended Through
September September September
30, 1998 30, 1997 31, 1998
------------ ------------ ----------
<S> <C> <C> <C>
Net (Loss) $ (11,946) $ (296) $ (18,442)
Adjustments To Reconcile
Net Loss To Net Cash
Used In Operating Activities: 0 0 0
Debt paid by shareholder on
behalf of Company 5,000 0 0
Changes In Operating
Assets And Liabilities:
Increase in Account Payable 1,671 (4,391) (720)
Increase in Other Accrued Expenses 3,204 0 7,375
------------ ------------ ----------
Net Flows From Operations (2,071) (4,687) (11,787)
------------ ------------ ----------
Cash Flows From
Investing Activities:
0 0 0
------------ ------------ ----------
Net Cash Flows From Investing 0 0 0
------------ ------------ ----------
Cash Flows From
Financing Activities:
Issuance of Note Payable 0 2,000 7,000
------------ ------------ ----------
Cash Flows From Financing 0 2,000 7,000
------------ ------------ ----------
Net Increase In Cash (2,071) (2,687) (4,787)
Cash At Beginning Of Period 2,071 4,787 4,787
------------ ------------ ----------
Cash At End Of Period $ 0 $ 2,100 $ 0
============ ============ ==========
Summary Of Non-Cash Investing
And Financing Activities: $ 0 $ 0 $ 0
============ ============ ==========
<FN>
The Accompanying Notes Are An Integral Part Of These Unaudited
Financial Statements.
</TABLE>
8
<PAGE>
<TABLE>
3PM Holding Corp.
(A Development Stage Company)
Unaudited Statement Of Shareholders' Equity
- -------------------------------------------------------------------------------
<CAPTION>
(Deficit)
Accumulated
Number Of Capital Paid During The
Common Common In Excess Of Development Retained
Shares Stock Par Value Stage (Deficit) Total
--------- ------ ------------ ------------ --------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance At
December 31, 1996 500,000 $ 50 $ 59,950 $ 0 $(133,775) $(73,775)
Net (Loss) At
December 31, 1997 0 0 0 (6,496) 0 (6,496)
--------- ------ ------------ ------------ --------- --------
Balance At
December 31, 1997 500,000 $ 50 $ 59,950 $ (6,496)$(133,775) $(80,271)
Net (Loss) At
Sept. 30, 1998 (11,946) (11,946)
--------- ------ ------------ ------------ --------- --------
Balance At
Sept. 30, 1998 500,000 $ 50 $ 59,950 $ (18,442)$(133,775) $(92,217)
========= ====== ============ ============ ========= ========
<FN>
The Accompanying Notes Are An Integral Part Of These Unaudited Financial Statements.
</TABLE>
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<PAGE>
3PM Holding Corp.
Notes To Unaudited Financial Statements
For The Nine Month Period Ended September 30, 1998
Note 1 - Unaudited Financial Information
The information furnished herein was taken from the books and
records of the Company without audit. The Company believes,
however, that it has made all adjustments necessary to reflect
properly the results of operations for the nine month interim
period ended September 30, 1998 and 1997. The adjustments consist
only of normal reoccurring accruals. The results of operations for
the nine month interim period ended September 30, 1998 are not
necessarily indicative of the results expected for the year ended
December 31, 1998.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
and Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
3PM HOLDING CORP.
(Registrant)
Dated: November 13, 1998
By: s/Gregory J. Simonds
--------------------------------
Gregory J. Simonds, President
11
<PAGE>
3PM HOLDING CORP.
Exhibit Index to Quarterly Report on Form 10-QSB
For the Quarter Ended September 30, 1998
EXHIBITS Page No.
EX-27 Financial Data Schedule . . . . . . . . . . 13
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 92,217
<BONDS> 0
0
0
<COMMON> 50
<OTHER-SE> (92,267)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,742
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (3,204)
<INCOME-PRETAX> (11,946)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,946)
<EPS-PRIMARY> .02
<EPS-DILUTED> 0
</TABLE>
