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: June 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 June 30, 1998, was 500,000 shares.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the six month period ended June
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 six month period ended June
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 variance may be material. Prospective investors should not place
undue reliance on this information.
2
<PAGE>
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. more
fully described in Item 6 below.
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
The Company filed a Form 8-K dated May 22, 1998, advising
that, effective May 19, 1998, the Company entered into a letter of intent
with 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
3
<PAGE>
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. A copy of the Letter of Intent was
annexed to the Form 8-K as an exhibit.
The Company subsequently filed a Form 8-K dated May 29, 1998,
advising of amendments to the aforesaid letter of intent amending Paragraph
1 and Paragraphs 2(A) and 2(D) thereof, whereby the Company would undertake
a "forward split" of its common stock, whereby 4 shares of common stock would
be issued in exchange for each share of common stock issued and outstanding,
and that the Company would issued 6,400,000 shares of "restricted" common
stock (post-split) to the Northwood shareholders in exchange for all of the
issued and outstanding shares of Northwood. A copy of the Amendment to the
Letter of Intent was annexed to the Form 8-K as an exhibit.
4
<PAGE>
<TABLE>
3PM Holding Corp.
(A Development Stage Company)
Balance Sheet
- ----------------------------------------------------------------------
<CAPTION>
Unaudited Audited
June December
30, 1998 31, 1997
--------- ---------
<S> <C> <C>
ASSETS
Current Assets - Cash $46 $2,071
--------- ---------
TOTAL ASSETS $46 $2,071
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts Payable Trade $2,995 $2,000
Notes Payable Related Party 74,510 69,510
Accrued Interest Payable 11,875 10,832
--------- ---------
Total Current Liabilities 89,380 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 (15,559) (6,496)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY (89,334) (80,271)
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $46 $2,071
========= =========
<FN>
The Accompanying Notes Are An Integral Part Of These Unaudited
Financial Statements.
</TABLE>
5
<PAGE>
<TABLE>
3PM Holding Corp.
(A Development Stage Company)
Unaudited Statement Of Operations
- ----------------------------------------------------------------------
<CAPTION>
Inception
Unaudited Unaudited January 1,
6 Month 6 Month 1997
Period Ended Period Ended Through
June June June
30, 1998 30, 1997 30, 1998
------------ ------------ ----------
<S> <C> <C> <C>
Revenue $0 $0 $0
Expenses:
Bank Charges 25 57 62
Legal And Accounting 7,995 0 10,283
------------ ------------ ----------
Total 7,995 57 10,345
------------ ------------ ----------
Net (Loss) Before Other Income (7,995) (57) (10,345)
Interest Expense (1,043) (1,043) (5,214)
------------ ------------ ----------
Net (Loss) ($9,063) ($1,100) ($15,559)
============ ============ ==========
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>
6
<PAGE>
<TABLE>
3PM Holding Corp.
(A Development Stage Company)
Unaudited Statement Of Cash Flows
- ----------------------------------------------------------------------
<CAPTION>
Inception
Unaudited Unaudited January 1,
6 Month 6 Month 1997
Period Ended Period Ended Through
June June June
31, 1998 31, 1997 31, 1998
------------ ------------ ----------
<S> <S> <S> <S>
Net (Loss) ($9,063) ($1,100) ($15,559)
Adjustments To Reconcile
Net Loss To Net Cash
Used In Operating Activities: 0 0 0
Debt paid by shareholder on
behalf of Company 0 0 0
Changes In Operating
Assets And Liabilities:
Increase in Account Payable 995 57 (1,396)
Increase in Other Accrued Expenses 1,043 1,043 5,214
------------ ------------ ----------
Net Flows From Operations (7,025) 0 (11,741)
------------ ------------ ----------
Cash Flows From
Investing Activities:
0 0 0
------------ ------------ ----------
Net Cash Flows From Investing 0 0 0
------------ ------------ ----------
Cash Flows From
Financing Activities:
Funds Received As Additional
Capital Contribution 5,000 0 7,000
------------ ------------ ----------
Cash Flows From Financing 5,000 0 7,000
------------ ------------ ----------
Net Increase In Cash (2,025) 0 (4,741)
Cash At Beginning Of Period 2,071 4,787 4,787
------------ ------------ ----------
Cash At End Of Period $46 $4,787 $46
============ ============ ==========
Summary Of Non-Cash Investing
And Financing Activities:
Debt paid by shareholder
on behalf of Company $0 $0 $0
============ ============ ==========
<FN>
The Accompanying Notes Are An Integral Part Of These Unaudited
Financial Statements.
</TABLE>
7
<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, 1997 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
June 30, 1998 (9,063) (9,063)
--------- ------ ------------ ------------ --------- --------
Balance At
June 30, 1998 500,000 $50 $59,950 ($15,559)($133,775) ($89,334)
========= ====== ============ ============ ========= ========
<FN>
The Accompanying Notes Are An Integral Part Of These Unaudited Financial
Statements.
</TABLE>
8
<PAGE>
3PM Holding Corp.
Notes To Unaudited Financial Statements
For The Six Month Period Ended June 30, 1998
- --------------------------------------------
Note 1 - Unaudited Financial Information
- ----------------------------------------
The unaudited financial information included for the six month periods ended
June 30, 1998 and June 30, 1997 were taken from the books and records without
audit. However, such information reflects all adjustments (consisting only
of normal recurring adjustments, which are of the opinion of management,
necessary to reflect properly the results of interim periods presented). The
results of operations for the six month period ended June 30, 1998 are not
necessarily indicative of the results expected for the year ended December
31, 1998.
9
<PAGE>
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: July 10, 1998
By: s/Gregory W. Skufca
---------------------------------
Gregory W. Skufca,
Secretary-Treasurer
10
<PAGE>
3PM HOLDING CORP.
Exhibit Index to Quarterly Report on Form 10-QSB
For the Quarter Ended June 30, 1998
EXHIBITS Page No.
EX-27 Financial Data Schedule . . . . . . . . . . . . . . . . . . 12
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIALS STATEMENTS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1998,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 46
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 46
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 46
<CURRENT-LIABILITIES> 89,380
<BONDS> 0
0
0
<COMMON> 50
<OTHER-SE> (89,384)
<TOTAL-LIABILITY-AND-EQUITY> 46
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,995
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,043
<INCOME-PRETAX> (9,063)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,063)
<EPS-PRIMARY> .02
<EPS-DILUTED> 0
</TABLE>
