SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10-QSB

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934
         For the quarterly period ended September 30, 2001

         OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from               to

         Commission file number 000-14919

                               MTN Holdings, Inc.
        (Exact name of small business issuer as specified in its charter)

             NEVADA                                          222485230
             ------                                          ---------
   (State of other jurisdiction of                       (I.R.S. Employer)
   incorporation or organization)                        Identification No.)

                               31 West 47th Street
                            New York, New York 10036
                            ------------------------
                    (Address of principal executive offices)

                                 (212) 594-5111
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

                                 Not Applicable
                                 --------------
              (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 Exchange Act 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 |_|

     State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date: Common Stock, $.001 par value
per share -13,488,558 shares outstanding as of September 30, 2001; Series A
Preferred Stock, $.001 par value per share - 400,000 shares outstanding as of
September 30, 2001.


<PAGE>

                               MTN HOLDINGS, INC.

                                   FORM 10-QSB

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2001


<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION                                                   Page
                                                                                 ----

<S>                                                                                  <C>
Item 1.  Financial Statements.

         Unaudited Condensed Balance Sheet as of September 30, 2001                  3

         Unaudited Condensed Statement of Operations for the Three-Months
         ended September 30, 2001 and September 30, 2000 and
         for the Cumulative from the re-entering of the Development Stage
         on July 1, 1994 through September 30, 2000.                                 4

         Unaudited Condensed Statements of Cash Flows for the Three
         Months ended September 30, 2001 and September 30, 2000 and
         for the Cumulative from the re-entering of the Development Stage
         on July 1, 1994 through September 30, 2000.                                 5

         Notes to Consolidated Financial Statements                                  6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.                                                      14


PART 11. OTHER INFORMATION

Item 1.  Legal Proceedings.                                                          15

Item 2.  Changes in Securities and Use of Proceeds.                                  15

Item 3.  Defaults upon Senior Securities.                                            15

Item 4.  Submission of Matters to a Vote of Security Holders.                        15

Item 5.  Other Information.                                                          15

Item 6.  Exhibits and Reports on Form 8-K.                                           15


</TABLE>






                                       2
<PAGE>


                               MTN HOLDINGS, INC.
                           (Formerly Videoplex, Inc.)
                          [A Development Stage Company]
                        UNAUDITED CONDENSED BALANCE SHEET

                                                            SEPTEMBER 30, 2001
                                                            ------------------
ASSETS
------

CURRENT ASSETS                                                      $        -
                                                                    ----------

      Total current assets
                                                                             -

TOTAL ASSETS                                                        $        -
                                                                    ==========

LIABILITIES AND STOCKHOLDERS DEFICIENCY
---------------------------------------

CURRENT LIABILITIES:
Accounts payable                                                        $1,975
Accounts payable - related party                                        29,122
Liabilities of discontinued operations                                  50,240
                                                                    ----------
      Total current liabilities                                         81,337

Convertible debenture                                                  369,010
Interest payable                                                         5,857
                                                                    ----------
      Total liabilities                                                456,204
                                                                    ----------

STOCKHOLDERS DEFICIENCY:
Common stock - $.001 par value, 50,000,000
      shares authorized, 13,488,558 shares issued
      and outstanding                                                   13,489
Capital in excess of par                                             2,338,771
Retained deficit                                                    (2,691,299)
Deficit accumulated during the development stage                      (117,165)
                                                                    ----------
      Total stockholders deficiency                                   (456,204)
                                                                    ----------
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY                       $        -
                                                                    ==========



              The accompanying notes are an integral part of these
                    unaudited condensed financial statements



                                       3
<PAGE>


<TABLE>
<CAPTION>
                               MTN HOLDINGS, INC.
                               ------------------
                           (Formerly Videoplex, Inc.)
                          [A Development Stage Company]

                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                                                                                                        Cumulative from
                                                                                                        the Re-entering
                                                                                                         of Development
                                                                    For the Three Months               Stage on July 1,
                                                                      Ended September 30,                 1994 through
                                                                -------------------------                September 30,
                                                            2001                     2000                         2001
                                                        --------                 --------                     --------

<S>                                                           <C>                   <C>                       <C>
    REVENUE:
    Sales                                               $           -          $         -                $          -
                                                        -------------          -----------                ------------

    Total Revenue                                                   -                    -                           -
                                                        -------------          -----------                ------------

    EXPENSES:
    General and administrative                                      -                9,522                     220,512
                                                        -------------          -----------                ------------

    LOSS FROM OPERATIONS                                            -               (9,522)                   (220,512)

    INTEREST EXPENSE                                          (16,238)                   -                     (16,238)
                                                        -------------          -----------                ------------

    LOSS BEFORE INCOME TAXES                                  (16,238)              (9,522)                   (236,750)

    CURRENT INCOME TAXES                                            -                    -                           -

    DEFERRED INCOME TAXES                                           -                    -                           -
                                                        -------------          -----------                ------------

    LOSS BEFORE EXTRAORDINARY ITEM                            (16,238)              (9,522)                   (236,750)

    EXTRAORDINARY ITEM:
    Gain on settlement of liabilities
      related to discontinued operations                            -                    -                     119,585
                                                        -------------          -----------                ------------

    NET LOSS                                                  (16,238)              (9,522)                   (117,165)
                                                        =============          ===========                ============

    EARNINGS (LOSS) PER SHARE:
    Loss from continuing operations                             (0.00)               (0.10)                       (.64)
    Gain from extraordinary item                                    -                    -                         .32
                                                        -------------          -----------                ------------

TOTAL EARNINGS (LOSS) PER SHARE                         $  (0.00)              $    (0.10)                $       (.32)
                                                        ========               ==========                 ============

       The accompanying notes are an integral part of these unaudited condensed financial statements

</TABLE>



                                       4
<PAGE>

<TABLE>
<CAPTION>

                               MTN HOLDINGS, INC.
                           (Formerly Videoplex, Inc.)
                          [A Development Stage Company]
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


                                                                                                                  Cumulative from
                                                                                                                  the Re-entering
                                                                                                                   of Development
                                                                                                                 Stage on July 1,
                                                                                     For the Three Months           1994 through
                                                                                      Ended  September 30,         September 30,
                                                                               --------------------------
                                                                                    2001            2000                    2001
                                                                                  ---------      --------              ----------
<S>                                                                               <C>            <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                          $ (16,238)     $ (9,522)             $ (117,165)
Adjustments to reconcile net loss to net
     cash used by operating activities:
       Extraordinary gain on settlement of liabilities
          related to discontinued operations                                              -             -               (119,585)
       Stock issued for services rendered                                                 -             -                 156,000
       Amortization of discount on convertible debentures                            10,381             -                  10,381
       Changes in assets and liabilities:
          Increase (decrease) in accounts payable                                         -       (3,540)                   1,975
          Increase in accounts payable - related party                                    -        15,062                  74,537
          Decrease in liabilities of discontinued operations                              -       (2,000)                (12,000)
          Increase in interest payable                                                5,857             -                   5,857
                                                                                  ---------      --------              ----------
              Net cash (used) by operating activities                                     -             -                       -
                                                                                  ---------      --------              ----------


CASH FLOWS FROM INVESTING ACTIVITIES:
     Net cash (used) by investing activities                                              -             -                       -
                                                                                  ---------      --------              ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net cash provided by financing activities                                            -             -                       -
                                                                                  ---------      --------              ----------

NET INCREASE IN CASH                                                                      -             -                       -
                                                                                  ---------      --------              ----------
CASH - AT BEGINNING OF PERIOD                                                             -             -                       -
                                                                                  ---------      --------              ----------
CASH - AT END OF PERIOD                                                           $       -        $    -               $       -
                                                                                  =========        ======               =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION:
Cash paid during the period for:
Interest                                                                          $       -        $    -               $       -
Income taxes                                                                      $       -        $    -               $       -

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
For the three months ended September 30, 2001:

$360,000 debenture payable was assumed by the Company in connection with the acquisition of AGIL.

11,657,000 shares of common stock were issued in connection with the acquisition
of AGIL.

1,575,000 shares of common stock were issued in connection with the conversion
   of $1,575, face amount, of the convertible debenture into common stock.

25,138 shares of common stock were issued to reconcile outstanding shares.

For the three months ended September 30, 2000: None

                     The accompanying notes are an integral part of these unaudited condensed financial statements

</TABLE>


                                       5
<PAGE>

                               MTN HOLDINGS, INC.
                               ------------------
                           (Formerly Videoplex, Inc.)
                          [A Development Stage Company]

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                -------------------------------------------------

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.     Organization - MTN Holdings, Inc. (the Company) formerly Videoplex,  Inc.
       was  organized  under the laws of the State of New  Jersey on August  29,
       1983.  The Company was formed to engage in the marketing and sales of the
       Videoplex  single  screen   multi-presentation   machine.   During  1994,
       management  determined  it was in the best  interest  of the  Company  to
       discontinue  its previous  operations.  The Company is considered to have
       re-entered into a new development stage on July 1, 1994.

       Merger - On December 15, 2000, the Company merged with MTN Holdings,
       Inc., a Nevada Corporation, incorporated on July 14, 2000 for the sole
       purpose of being the surviving corporation in a merger effectuated solely
       to change the corporate name, capitalization and domicile of Videoplex.

       Acquisition - On August 9, 2001, the Company entered into an Agreement
       and Plan of Reorganization (Reorganization) to acquire all of the issued
       and outstanding shares of common stock of AGIL, Inc., a Delaware
       corporation (AGIL) in exchange for 10,707,000 shares of the Company's
       common stock. Further, AGIL acquired more shares of the Company's common
       stock, 93,000 shares in total by purchasing them from Pacific Management
       Services, Inc. for a total amount of $360,000.

       In connection with the acquisition, the Company's current management
       resigned and new management was appointed in their place. A change in
       location of the Company's offices also occurred. At the completion of the
       acquisition, 950,000 shares of the Company's common stock was issued for
       their involvement with the acquisition as follows; 300,000 shares to
       Capital Holdings, LLC, 250,000 shares to Pacific Management Services,
       Inc., 200,000 shares to Michael Labertew and 200,000 shares to Justeene
       Blankenship.

       On August 17, 2001, AGIL merged with and into the Company (the Merger)
       pursuant to Section 92A.180 of the Nevada Revised Statutes and Section
       252 of the Delaware General Corporation Law, which permit the merger of a
       wholly-owned subsidiary into its parent without the approval of the
       stockholders of the parent or the wholly-owned subsidiary. At the
       effective date of the Merger, the Company continued its corporate
       existence as a Nevada corporation and thereafter acquired and possessed
       all rights, privileges, powers, franchises, property and debts of AGIL.

       In order for AGIL to fund the purchase of the 93,000 shares of the
       Company and prior to the Reorganization and the Merger, AGIL entered into
       a securities purchase agreement (the Securities Purchase Agreement) and
       issued $1,000,000 in 8% Senior Subordinated Convertible Debentures (the
       Debentures) to various investors. Approximately $460,000 of the
       Debentures has been funded through September 30, 2001. Pursuant to the
       Securities Purchase Agreement, the balance of the Debentures will be
       funded upon conversion of the existing principal amount of the Debentures
       into shares of Common Stock of the Company. The Debentures have been
       assigned to the Company effective with the Merger.





                                       6
<PAGE>

                               MTN HOLDINGS, INC.
                               ------------------
                           (Formerly Videoplex, Inc.)
                          [A Development Stage Company]

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                -------------------------------------------------

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       Condensed Financial Statements - The accompanying financial statements
       have been prepared by the Company without audit. In the opinion of
       management, all adjustments (which include only normal recurring
       adjustments) necessary to present fairly the financial position, results
       of operations and cash flows at September 30, 2001 and 2000 and for the
       periods then ended have been made.

       Certain information and footnote disclosures normally included in
       financial statements prepared in accordance with generally accepted
       accounting principles have been condensed or omitted. It is suggested
       that these condensed financial statements be read in conjunction with the
       financial statements and notes thereto included in the Company's June 30,
       2001 audited financial statements. The results of operations for the
       periods ended September 30, 2001 and 2000 are not necessarily indicative
       of the operating results for the full year.

       Development Stage - The Company is considered a development stage company
       as defined in SFAS No. 7.

       Income (Loss) Per Share - The computation of income (loss) per share of
       common stock is based on the weighted average number of shares
       outstanding during the periods presented, in accordance with Statement of
       Financial Accounting Standards No. 128, Earnings Per Share (See Note 9).
       Such weighted average number of shares for all prior periods have been
       restated to reflect the 100 for 1 basis reverse stock split (see Note 4).

       Cash and Cash Equivalents - For purposes of the statement of cash flows,
       the Company considers all highly liquid debt investments purchased with a
       maturity of three months or less to be cash equivalents.

       Accounting Estimates - The preparation of financial statements in
       conformity with generally accepted accounting principles required
       management to make estimates and assumptions that affect the reported
       amounts of assets and liabilities, the disclosures of contingent assets
       and liabilities at the date of the financial statements, and the reported
       amounts of revenues and expenses during the reporting period. Actual
       results could differ from those estimated by management.

       Recently Enacted Accounting Standards - Statement of Financial Accounting
       Standards (SFAS) No. 140, Accounting for Transfers and Servicing of
       Financial Assets and Extinguishments of Liabilities - a replacement of
       FASB Statement No. 125", SFAS No. 141, Business Combinations, SFAS No.
       142, Goodwill and Other Intangible Assets, SFAS No. 143, Accounting for
       Asset Retirement Obligations, and SFAS No. 144, Accounting for the
       Impairment or Disposal of Long-Lived Assets, were recently issued. SFAS
       No. 140, 141, 142, 143, and 144 have no current applicability to the
       Company or their effect on the financial statements would not have been
       significant.

2.     DISCONTINUED OPERATIONS

       Included in liabilities at September 30, 2001 are $50,240 of judgements
       payable which are related to the former operations of the Company,
       discontinued in July 1994. MTN HOLDINGS, INC. (Formerly Videoplex, Inc.)
       [A Development Stage Company]



                                       7
<PAGE>
                               MTN HOLDINGS, INC.
                               ------------------
                           (Formerly Videoplex, Inc.)
                          [A Development Stage Company]

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                -------------------------------------------------

3.     CONVERTIBLE DEBENTURE

       On August 22, 2001, the Company issued its 8% Series SPA Senior
       Subordinated Convertible Redeemable Debenture in the amount of $1,000,000
       pursuant to a Securities Subscription Agreement that was assigned to and
       assumed by the Company. The Debenture was assigned to and assumed by the
       Company in the acquisition of AGIL (see Note 1). In August, 2001 AGIL
       received $360,000 which was net of discount and issue cost of $68,736 and
       $100,000, respectively. Such costs are being amortized as interest
       expense over the term of the Debenture. The balance of the Debenture, in
       the amount of $471,264 has not yet been received.

       The Debentures are convertible into shares of the Company's common stock.
       The holder of this Debenture is entitled, at its option, to convert all
       or any amount over $5,000 of the principal face amount of this Debenture
       into freely tradable shares of common stock of the Company without
       restrictive legend of any nature (Common Stock), at a conversion price
       (Conversion Price) for each share of Common Stock equal to the lower of
       (i) 40% of the lowest closing bid price of the Common Stock as reported
       on the OTC Electronic Bulletin Board or any exchange on which the
       Company's shares are traded, as stipulated in the Debenture. (ii) (I)
       $.30, until the lowest closing bid price of the Common Stock as reported
       on the OTCBB or any exchange on which the Company's shares are traded for
       the previous trading day (Last Bid Price) falls below $1.00, and then
       (II) $.03, until the Last Bid Price falls below $.50, and then (III)
       $.003 on all subsequent conversions. During the quarter ended September
       30, 2001, $1,575 face amount of such Debenture has been converted into
       common stock (see Note 4).


                                       8
<PAGE>


                               MTN HOLDINGS, INC.
                               ------------------
                           (Formerly Videoplex, Inc.)
                          [A Development Stage Company]

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                -------------------------------------------------

4.     COMMON STOCK

       On July 10, 2001, the Board of Directors approved a reverse split of its
       common stock on a 100 for 1 basis, whereby no shareholder of record shall
       be reversed below 100 shares and shareholders who owned less than 100
       shares immediately prior to the reverse split will not be affected.

       During August 2001, the Company issued 10,707,000 shares of common stock
       and 950,000 shares of common stock all relating to the acquisition of
       AGIL (see Note 1).

       During August 2001, the Company converted $275, face amount, of the
       convertible debenture (see Note 3) into 275,000 shares of the Company's
       common stock.

       During August 2001, a net adjustment of 25,138 shares of common stock was
       made to reconcile outstanding shares.

       During September 2001, the Company converted $1,300, face amount, of the
       convertible debenture (see Note 3) into 1,300,000 shares of the Company's
       common stock.







                                       9
<PAGE>

                               MTN HOLDINGS, INC.
                               ------------------
                           (Formerly Videoplex, Inc.)
                          [A Development Stage Company]

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                -------------------------------------------------

5.     INCOME TAXES

       The Company accounts for income taxes in accordance with Statement of
       Financial Accounting Standards No. 109 Accounting for Income Taxes which
       requires the liability approach for the effect of income taxes.

       The Company has available at September 30, 2001, unused operating loss
       carryforwards of approximately $2,808,000, which may be applied against
       future taxable income and which expire in various years through 2021. If
       certain substantial changes in the Company's ownership should occur,
       there could be an annual limitation on the amount of net operating loss
       carryforward that can be utilized. The amount of and ultimate realization
       of the benefits from the operating loss carryforwards for income tax
       purposes is dependent, in part, upon the tax laws in effect, the future
       earnings of the Company and other future events, the effects of which
       cannot be determined. Because of the uncertainty surrounding the
       realization of the loss carryforwards the Company has established a
       valuation allowance equal to the tax effect of the loss carryforwards
       (approximately $905,000) at September 30, 2001 and, therefore, no
       deferred tax asset has been recognized for the loss carryforwards. The
       change in the valuation allowance is approximately $5,000 and $3,200 for
       the three months ended September 30, 2001 and 2000, respectively.

6.     RELATED PARTY TRANSACTIONS

       Management Compensation - During the periods presented, the Company did
       not pay any compensation to its officers and directors.

       Accounts Payable - At September 30, 2001 the Company had a payable to a
       related party of $29,122. These funds were used to fund operations and
       pay debts of the Company.

7.     GOING CONCERN

       The accompanying financial statements have been prepared in conformity
       with generally accepted accounting principles, which contemplate
       continuation of the Company as a going concern. However, the Company has
       no ongoing operations and has incurred losses since its inception.
       Further, the Company has current liabilities in excess of assets and has
       no working capital to pay its expenses. These factors raise substantial
       doubt about the ability of the Company to continue as a going concern. In
       this regard, management is proposing to raise any necessary additional
       funds not provided by operations through loans or through sales of its
       common stock or through a possible business combination with another
       company. There is no assurance that the Company will be successful in
       raising this additional capital or achieving profitable operations. The
       financial statements do not include any adjustments that might result
       from the outcome of these uncertainties.

8.     CONTINGENCIES

       During 1994, the Company discontinued all of its previous operations.
       Management believes that the Company is not liable for any existing
       liabilities related to its former operations but the possibility exists
       that creditors and others seeking relief may include the Company in
       claims and suits.




                                       10
<PAGE>

                               MTN HOLDINGS, INC.
                               ------------------
                           (Formerly Videoplex, Inc.)
                          [A Development Stage Company]

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                -------------------------------------------------


8.     CONTINGENCIES (Continued)

       The Company is not currently named in any such suits nor is it aware of
       any threatened suits. It is the belief of Management and their Counsel
       that the Company would be successful in defending against any such claims
       and that no material negative impact on the financial position of the
       Company would occur. Management and Counsel further believe that with the
       passage of time the likelihood of any such claims being raised is
       becoming more remote and that various Statutes of Limitations should
       provide adequate defenses for the Company. Consequently, the financial
       statements do not reflect any accruals or allowances for any such claims.

9.     INCOME (LOSS) PER SHARE

       The following data shows the amounts used in computing income (loss) per
       share and the effect on income (loss) and the weighted average number of
       shares of dilutive potential common stock for the three months ended
       September 30, 2001 and 2000 and for the period from the re-entering of
       development stage on July 1, 1994 through September 30, 2001:

<TABLE>
<CAPTION>
                                                                                                Cumulative from
                                                                                                the Re-entering
                                                                                                 of Development
                                                                 For the Three Months          Stage on July 1,
                                                                  Ended  September 30,             1994 through
                                                                ----------------------            September 30,
                                                                2001              2000                     2001
                                                            --------         ---------                ---------

<S>                                                         <C>                 <C>                  <C>
    Loss from continuing operations
         available to common stockholders
         (numerator)                                        (16,238)            (9,522)               (236,750)

    Gain from extraordinary items available to
         common stockholders (numerator)                          -                  -                119,585

    Weighted average number of common
        shares outstanding used in earnings per
        share during the period (denominator)             8,426,727             98,602                372,224


      Dilutive earnings (loss) per share was not presented, as the Company had
      no common equivalent shares for all periods presented that would effect
      the computation of diluted earnings (loss) per share
</TABLE>


                                       11
<PAGE>

                               MTN HOLDINGS, INC.
                               ------------------
                           (Formerly Videoplex, Inc.)
                          [A Development Stage Company]

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                -------------------------------------------------

10.    SUBSEQUENT EVENTS

       During October 2001, the Company received $275,000 of additional funding
       relating to the debenture (see Note 3).

       On October 16, 2001, the Board of Directors of the Company approved an
       increase in number of authorized shares of common stock, par value $.001
       per share, whereby the number of authorized shares of the common stock
       was increased from 50,000,000 to 350,000,000, par value $.001. The
       increase in the number of authorized shares became effective October 22,
       2001.

       On October 17, 2001, the Company consummated an acquisition of the assets
       of Dvir & Stoler Enterprises, Inc. (DS&E). The transaction was
       consummated pursuant to an Asset Purchase Agreement, dated as of August
       23, 2001 (the Agreement), by and between the Company and DS&E. DS&E is
       engaged in the business of first level refining of small pieces and
       particles of gold, silver and platinum alloys resulting from the
       manufacture of jewelry in order to remove foreign materials and other
       impurities. Pursuant to the Agreement, the Company acquired the assets of
       DS&E, which included equipment, customer and vendor lists and other
       property used in and relating to the business, including, without
       limitation, service and equipment rental agreements (the Assets). The
       aggregate purchase price for the Assets was one million dollars
       ($1,000,000), which is payable as follows: (i) $25,000 simultaneously
       with the execution of the Agreement, (ii) $975,000 at closing payable as
       follows: (a) $475,000 by wire transfer, certified or bank check; and (b)
       $500,000 in the form of a promissory note, at an interest rate of 7 1/2%
       per annum. The Purchase Price was funded from the issuance of 8%
       Redeemable Convertible Debentures by the Company to Venice Holdings, LLC,
       Rock Solid Group, LLC and HLKT Holdings, LLC. Payment of the promissory
       note has been secured by a security agreement entered into by the Company
       creating a first priority security interest and superior lien in favor of
       DS&E with respect to the Assets and accounts receivable created by the
       Company after the closing with respect to the business and inventory.

       On October 30, 2001, the Board of Directors of the Company approved a
       reverse split of its common stock on a 950 for 1 basis. Upon effecting
       the reverse split, the Company will issue 1 share of common stock in
       exchange for every 950 shares of common stock outstanding. No fractional
       shares shall be issued, but in lieu thereof, each fraction of a share
       that any stockholder would otherwise be entitled to receive




                                       12
<PAGE>

                               MTN HOLDINGS, INC.
                               ------------------
                           (Formerly Videoplex, Inc.)
                          [A Development Stage Company]

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                -------------------------------------------------

10.    SUBSEQUENT EVENTS (Continued)

       shall be rounded to the nearest whole share. The reverse stock split was
       effective November 8, 2001.

       The Company has entered into a lease, including certain escalations, for
       its premises commencing October 1, 2001 through September 30, 2006. The
       future minimum rental commitments for the five year term ended September
       30, 2006 are as follows:

          For the Year Ended
           September 30,
           -------------
               2002                            $ 81,000
               2003                              83,500
               2004                              85,995
               2005                              88,605
               2006                              91,440
                                               --------
                                               $430,540
                                               ========

















                                       13
<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2001 COMPARED TO THREE-MONTH PERIOD ENDED
SEPTEMBER 30, 2000

     The  Company  had no  operations  or revenues  for the three  months  ended
September 30 2001 and 2000.  Losses for the periods were from expenses  incurred
during these periods.  In 2000 the Company incurred  General and  administrative
expenses of $9,522 in 2001 the Company  incurred  interest  expenses  related to
debentures payable.


Liquidity and Capital Resources
-------------------------------

     The Company had no financing activities or working capital from cessation
of operations in 1994 through August 2001 at which time partial funding from a
debenture was received. We believe the Company will be able to finance future
operations from cash generated from operations and additional funds to be
received in connection with a debenture financing.






                                       14
<PAGE>


                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         Incorporated by reference herein to the Company's Form 10-KSB for the
fiscal year ended June 30, 2000, as filed with the Securities and Exchange
Commission.

Item 2.  Changes in Securities and Use of Proceeds.

         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.
              A Report on Form 10-QSB was filed on August 24, 2001 under Item 1.

         (b)  Reports on Form 8-K. None.




                                       15
<PAGE>


                                   SIGNATURES



     In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:  November 19, 2001


                             MTN HOLDINGS, INC.


                             By:  /s/ Mordechai Spiegel
                                  ---------------------
                                  Name:  Mordechai Spiegel
                                  Title: President and Chief
                                         Executive Officer




                                       16