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, 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 June 30, 1999, was 500,000 shares.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the six month period ended June 30,
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 six month period ended June
30, 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
June December
30, 1999 31, 1998
--------- ---------
<S> <C> <C>
ASSETS
Current Assets - Cash $ 480 $ 131
--------- ---------
TOTAL ASSETS $ 480 $ 131
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts Payable Trade $ 4,867 $ 4,365
Notes Payable Related Party 77,210 74,710
Accrued Interest Payable 17,594 15,315
--------- ---------
Total Current Liabilities 99,671 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 (25,416) (20,484)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY (99,191) (94,259)
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 480 $ 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,
6 Month 6 Month 1997
Period Ended Period Ended Through
June June June
30, 1999 30, 1998 30, 1999
------------ ------------ ----------
<S> <C> <C> <C>
Revenue $ 0 $ 0 $ 0
Expenses:
Administrative Expenses 0 0 25
Bank Charges 51 25 199
Legal And Accounting 2,602 7,995 14,255
------------ ------------ ----------
Total 2,653 8,020 14,479
------------ ------------ ----------
Net (Loss) Before Other Income (2,653) (8,020) (14,479)
Interest Expense (2,279) (1,043) (10,937)
------------ ------------ ----------
Net (Loss) $ (4,932) $ (9,063) $ (25,416)
============ ============ ==========
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 Operations
- ----------------------------------------------------------------------
<CAPTION>
Unaudited Unaudited
3 Month 3 Month
Period Ended Period Ended
June June
30, 1999 30, 1998
------------ ------------
<S> <C> <C>
Revenue $ 0 $ 0
Expenses:
Bank Charges 23 25
Legal And Accounting 914 7,311
------------ ------------
Total 937 7,336
------------ ------------
Net (Loss) Before Other Income (937 (7,336)
Other Income -Interest (2,279) (1,043)
------------ ------------
Net (Loss) $ (3,216) $ (8,379)
============ ============
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>
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
30, 1999 30, 1998 30, 1999
------------ ------------ ----------
<S> <C> <C> <C>
Net (Loss) $ (4,932) $ (9,063) $ (25,416)
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 502 995 (476)
Increase in Other
Accrued Expenses 2,279 1,043 11,885
------------ ------------ ----------
Net Flows From Operations (2,151) (7,025) (14,007)
------------ ------------ ----------
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 349 (2,025) (4,307)
Cash At Beginning Of Period 131 2,071 4,787
------------ ------------ ----------
Cash At End Of Period $ 480 $ 46 $ 480
============ ============ ==========
Summary Of Non-Cash Investing
And Financing Activities: $ 0 $ 0 $ 0
============ ============ ==========
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, 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, 1998 500,000 $ 50 $ 59,950 $ (20,484)$(133,775) $(94,259)
Net (Loss) At
June 30, 1999 0 0 0 (4,932) 0 (4,932)
--------- ------ ------------ ------------ --------- --------
Balance At
June 30, 1999 500,000 $ 50 $ 59,950 $ (25,416)$(133,775) $(99,191)
========= ====== ============ ============ ========= ========
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 Six Month Period Ended June 30, 1999
- --------------------------------------------
Note 1 - Unaudited Financial Information
- ----------------------------------------
The unaudited financial information included for the three month and six month
interim period ended June 30, 1999 were taken from the books and records 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 six month period ended June 30, 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: August 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 JUNE 30, 1999
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 FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 1999, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 480
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 480
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 99,671
<BONDS> 0
0
0
<COMMON> 50
<OTHER-SE> (99,421)
<TOTAL-LIABILITY-AND-EQUITY> 480
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,653
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (2,279)
<INCOME-PRETAX> (4,932)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,932)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,932)
<EPS-BASIC> (.01)
<EPS-DILUTED> 0
</TABLE>
