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: March 31, 1999
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 March 31, 1999, was 500,000 shares.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the three month period
ended March 31, 1999, 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 three month
period ended March 31, 1999. 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
None.
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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<PAGE>
<TABLE>
3PM Holding Corp.
(A Development Stage Company)
Balance Sheet
- ----------------------------------------------------------------------
<CAPTION>
Unaudited Audited
March December
31, 1999 31, 1998
--------- ---------
<S> <C> <C>
ASSETS
Current Assets - Cash $ 502 $ 131
--------- ---------
TOTAL ASSETS $ 502 $ 131
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts Payable Trade $ 3,953 $ 4,365
Notes Payable Related Party 77,210 74,710
Accrued Interest Payable 16,435 15,315
--------- ---------
Total Current Liabilities 97,598 94,390
--------- ---------
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 (23,321) (20,484)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY (97,096) (94,259)
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 502 $ 131
========= =========
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>
Inception
Unaudited Unaudited January 1,
3 Month 3 Month 1997
Period Ended Period Ended Through
March March March
31, 1999 31, 1998 31, 1999
------------ ------------ ----------
<S> <C> <C> <C>
Revenue $ 0 $ 0 $ 0
Expenses:
Administrative Expenses 0 0 25
Bank Charges 28 25 176
Legal And Accounting 1,688 7,311 13,341
------------ ------------ ----------
Total 1,716 7,336 13,542
------------ ------------ ----------
Net (Loss) Before Other Income (1,716) (7,336) (13,542)
Interest Expense (1,121) (1,043) (9,779)
------------ ------------ ----------
Net (Loss) $ (2,837) $ (8,379) $ (23,321)
============ ============ ==========
Basic (Loss) Per
Common Share ($0.01) ($0.02)
============ ============
Weighted Average Common Shares
Outstanding 500,000 500,000
============ ============
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 Cash Flows
- ----------------------------------------------------------------------
<CAPTION>
Inception
Unaudited Unaudited January 1,
3 Month 3 Month 1997
Period Ended Period Ended Through
March March March
31, 1999 31, 1998 31, 1999
------------ ------------ ----------
<S> <C> <C> <C>
Net (Loss) $ (2,837) $ (8,379) $ (23,321)
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 (Decrease) in
Account Payable (413) 311 (439)
Increase in Other
Accrued Expenses 1,121 1,043 9,775
------------ ------------ ----------
Net Flows From Operations (2,129) (7,025) (13,985)
------------ ------------ ----------
Cash Flows From
Investing Activities:
0 0 0
------------ ------------ ----------
Net Cash Flows From Investing 0 0 0
------------ ------------ ----------
Cash Flows From
Financing Activities:
Monies Received From Loans 2,500 5,000 9,700
------------ ------------ ----------
Cash Flows From Financing 2,500 5,000 9,700
------------ ------------ ----------
Net Increase In Cash 371 (2,025) (4,285)
Cash At Beginning Of Period 131 2,071 4,787
------------ ------------ ----------
Cash At End Of Period $ 502 $ 46 $ 502
============ ============ ==========
Summary Of Non-Cash Investing
And Financing Activities: $ 0 $ 0 $ 0
============ ============ ==========
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 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
December 31, 1998 0 0 0 (13,988) 0 (13,988)
--------- ------ ------------ ------------ --------- --------
Balance At
December 31, 1997 500,000 $ 50 $ 59,950 $ (20,484)$(133,775) $(94,259)
Net (Loss) At
March 31, 1999 0 0 0 (2,837) 0 (2,837)
--------- ------ ------------ ------------ --------- --------
Balance At
March 31, 1999 500,000 $ 50 $ 59,950 $ (23,321)$(133,775) $(97,096)
========= ====== ============ ============ ========= ========
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 Three Month Period Ended March 31, 1999
Note 1 - Unaudited Financial Information
The unaudited financial information included for the three month interim period
ended March 31, 1999 were taken from the books and records of the Company
without audit. However, such information reflects all adjustments (consisting 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 three month period ended March 31, 1999 are not necessarily
indicative of the results expected for the year ended December 31, 1999.
Note 2 - Financial Statements
Management has elected to omit substantially all footnotes relating to the
condensed financial statements of the Company included in the report. For a
complete set of footnotes, reference is made to the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1998 as filed with the Securities
and Exchange Commission and the audited financial statements included therein.
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<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: May 12, 1999
By: s/Gregory J. Simonds
-----------------------------------
Gregory J. Simonds, President
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<PAGE>
3PM HOLDING CORP.
EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
FOR THE QUARTER ENDED MARCH 31, 1999
EXHIBITS Page No.
EX-27 Financial Data Schedule.....................................11
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE UNAUDITED FINANCIAL STATEMENTS FOR THE
FISCAL QUARTER ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 502
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 502
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 502
<CURRENT-LIABILITIES> 97,598
<BONDS> 0
0
0
<COMMON> 50
<OTHER-SE> (97,146)
<TOTAL-LIABILITY-AND-EQUITY> 502
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,716
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,121
<INCOME-PRETAX> (2,837)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,837)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,837)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> 0
</TABLE>
