U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]           QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended: September 30, 1999

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

         For the transition period from _______________ to _____________

                        Commission file number 333-61533

                     PROFORMANCE RESEARCH ORGANIZATION, INC.
        (Exact name of small business issuer as specified in its charter)

           DELAWARE                                               84-1334921
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)

                  5335 WEST 48TH AVENUE, DENVER, COLORADO 80212
                    (Address of principal executive offices)

                                 (303) 458-1000
                           (Issuer's telephone number)

                                 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 last practicable date:

            4,499,465 SHARES OF COMMON STOCK, $.0001 PAR VALUE, AS OF
                               SEPTEMBER 30, 1999

         Transitional Small Business Disclosure Format (check one); Yes __ No_X_

Exhibit index on page 13                                      Page 1 of 17 pages


<PAGE>
<TABLE>
<CAPTION>

                               Proformance Research Organization, Inc.
                                            Balance Sheet
                                         September 30, 1999
                                             (Unaudited)

<S>                                                                                   <C>
                                               ASSETS
Current assets
   Cash                                                                                $      149,059
   Accounts receivable                                                                         40,459
   Deferred financing costs                                                                   113,623
   Prepaid expenses                                                                            10,000
                                                                                      ----------------
       Total current assets                                                                   313,141
                                                                                      ----------------

Property and equipment - net of accumulated depreciation                                       66,888
Deferred offering costs                                                                        84,626
Other assets                                                                                   10,785
                                                                                      ----------------

                                                                                       $      475,440
                                                                                      ================

                              LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
   Accounts payable and accrued expenses                                               $      659,005
   Current portion of long term debt                                                            7,062
   Related party payable                                                                        5,476
   Notes and bonds payable                                                                    265,000
   Notes and bonds payable, related party                                                   1,623,700
   Deferred revenue and deposits payable                                                      377,750
                                                                                      ----------------
       Total current liabilities                                                            2,937,993
                                                                                      ----------------

Long term debt
   Notes and bonds payable                                                                     11,703
   Bonds payable, related party                                                               172,500
                                                                                      ----------------
      Total Long term debt                                                                    184,203
                                                                                      ----------------

Other non-current liabilities
   Net liabilities of discontinued operations                                                  41,102
                                                                                      ----------------

Commitments and contingencies

Stockholders' deficiency
   Preferred stock, Series A, convertible, cumulative, no stated value,
     1,000,000 shares authorized, no shares issued and outstanding Preferred
   stock, Series B, convertible, cumulative, no stated value,
     1,000,000 shares authorized, no shares issued and outstanding Preferred
   stock, Series C, convertible, cumulative, no stated value,
     2,000,000 shares authorized, 40,000 shares issued and outstanding 66,667
   Common stock, $0.0001 par value, 10,000,000 shares authorized,
     4,499,465 shares, issued and outstanding                                                     450
   Additional paid-in capital                                                               2,229,469
   Accumulated deficit                                                                     (4,984,444)
                                                                                      ----------------
       Total stockholders' deficiency                                                      (2,687,858)
                                                                                      ----------------

                                                                                       $      475,440
                                                                                      ================
</TABLE>

                 See accompanying notes to financial statements.

                                        2
<PAGE>



<TABLE>
                     Proformance Research Organization, Inc.
                            Statements of Operations
     For the nine months and three months ended September 30, 1999 and 1998
                                   (Unaudited)

<CAPTION>
                                                   Nine months Ended                    Three months Ended
                                                  1999             1998               1999              1998
                                           ------------------ ---------------   ----------------   ---------------
<S>                                        <C>                <C>               <C>                <C>
Revenue                                     $        759,169   $     363,863     $      333,652     $     127,706
Cost of revenues                                     176,865         198,893             62,916            85,326
                                           ------------------ ---------------   ----------------   ---------------
Gross (loss) profit                                  582,304         164,970            270,736            42,380
                                           ------------------ ---------------   ----------------   ---------------

Operating expenses
  Sales, general and administrative                1,988,760       1,195,063            646,120           423,529
  Depreciation                                         6,005           2,700                900               900
                                           ------------------ ---------------   ----------------   ---------------
    Total operating expenses                       1,994,765       1,197,763            647,020           424,429
                                           ------------------ ---------------   ----------------   ---------------

Operating (loss)                                  (1,412,461)     (1,032,793)          (376,284)         (382,049)

Interest expense                                      66,381          54,265             17,091            18,972
                                           ------------------ ---------------   ----------------   ---------------

(Loss) from continuing operations                 (1,478,842)     (1,087,058)          (393,375)         (401,021)

Discontinued operations
  (Loss) from discontinued operations                 (1,700)         (6,150)                  -                 -
                                           ------------------ ---------------   ----------------   ---------------

Net (Loss)                                  $     (1,480,542)  $  (1,093,208)    $     (393,375)    $    (401,021)
                                           ================== ===============   ================   ===============

Per share information
   Weighted average shares outstanding             4,191,529         939,287          4,462,532         1,039,287
                                           ================== ===============   ================   ===============
   (Loss) per common share
     (Loss) from continuing operations      $          (0.35)  $       (1.16)    $        (0.09)    $       (0.39)
     (Loss) from discontinued operations               -               -                  -                 -
                                           ------------------ ---------------   ----------------   ---------------
 Net (loss) per common share                $          (0.35)  $       (1.16)    $        (0.09)    $       (0.39)
                                           ================== ===============   ================   ===============

</TABLE>

                 See accompanying notes to financial statements.

                                        3
<PAGE>

<TABLE>


                              Proformance Research Organization, Inc.
                                      Statements of Cash Flows
                       For the nine months ended September 30, 1999 and 1998
                                            (Unaudited)
<CAPTION>


                                                                     1999                 1998
                                                              -------------------  ------------------
<S>                                                            <C>                  <C>
Cash flows from operating activities:
Net (loss)                                                     $      (1,480,542)   $     (1,093,208)
Adjustments to reconcile net loss
 to net cash (used in) operating
 activities:
   Depreciation and amortization                                           6,005               2,700
   Changes in assets and liabilities                                     671,998             116,371
                                                              -------------------  ------------------
      Net cash (used in) operating activities                           (802,539)           (974,137)
                                                              -------------------  ------------------

Cash flows from investing activities:
  Purchase of fixed assets                                                (7,599)            (47,686)
                                                              -------------------  ------------------
     Net cash (used in) investing activities                              (7,599)            (47,686)
                                                              -------------------  ------------------

Cash flows from financing activities:
  Net proceeds from notes and bonds payable, related party               842,152             (52,500)
  Net proceeds from issuance of preferred stock series A                     -               496,890
  Net proceeds from issuance of preferred stock series C                  66,667                 -
  Net proceeds from issuance of common stock                              63,333                 -
  Net proceeds from note and bonds payable                               (17,725)            573,826
                                                              -------------------  ------------------
     Net cash provided by financing activities                           954,427           1,018,216
                                                              -------------------  ------------------

Net increase in cash                                                     144,289              (3,607)

Beginning - cash                                                           4,770               4,761
                                                              -------------------  ------------------

Ending - cash                                                  $         149,059    $          1,154
                                                              ===================  ==================
</TABLE>




                 See accompanying notes to financial statements.

                                        4

<PAGE>


                     PROFORMANCE RESEARCH ORGANIZATION, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998


1.  ACCOUNTING POLICIES

Basis of presentation - The  accompanying  unaudited  financial  statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim  financial  information  and Item 310 (b) of Regulation S-B. They do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all adjustments  (consisting only of normal recurring  adjustments)
necessary for a fair  presentation of the financial  information for the periods
indicated  have  been  included.  The  results  of  operations  for the  periods
presented are not  necessarily  indicative of the results to be expected for the
full year.

The  Company  was  incorporated  in 1993 in  Colorado  under  the  name of World
Associates, Inc. The accompanying financial statements for the nine months ended
September  30,  1998  include the  accounts of the Company and its wholly  owned
subsidiary   Proformance  Research   Organization,   Inc.  ("PRO"),  a  Delaware
corporation.  All significant  inter-company accounts and transactions have been
eliminated.  In July 1998,  the  Company  merged into PRO,  with PRO  surviving;
accordingly, these financial statements are not consolidated after that date.

Net loss per share - The net loss per share  amounts  are based on the  weighted
average number of common shares  outstanding  for the period.  Potential  common
shares and the computation of diluted earnings per share are not considered,  as
their effect would be anti-dilutive.


STOCKHOLDERS' EQUITY

During the nine months  ended  September  30, 1999 the  Company  issued  263,605
shares of its Common  Stock  valued at $1.43 per share as  inducements  for loan
funds  received.  In addition the Company  issued  37,000 shares of Common Stock
valued at $1.43 per share as  extension  fees for loans  outstanding  and 42,000
shares of Common Stock for $63,333 in cash.

During  February  1999 all of the issued  and  outstanding  shares of  Preferred
Stock,  Series A (857,850  shares) and Series B (648,200  shares) were converted
into  shares of the  Company's  Common  Stock at the rate of one share of Common
Stock for each share of Preferred Stock.

During  September 1999 the Company  authorized the issuance  2,000,000 shares of
Preferred  Stock,  Series C ("Series  C"). The Series C has no voting rights and
pays no  dividends.  Each  share of  Series C is  convertible  into one share of
common stock at the effective date of the Company's post effective  amendment to
its registration with the Securities and Exchange Commission. The Company issued
40,000 shares of Series C for $66,667 in cash.

                                        5

<PAGE>


                     PROFORMANCE RESEARCH ORGANIZATION, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998





CONTINUING LOSSES, DEFICIT IN EQUITY AND NEGATIVE WORKING CAPITAL

The  financial  statements  have been  prepared  in  conformity  with  generally
accepted accounting principles,  which contemplates  continuation of the company
as a going concern.  However,  the Company has sustained  substantial  operating
losses in recent years. In addition, the Company has used substantial amounts of
working  capital in its  operations.  Further,  at September  30, 1999,  current
liabilities  exceeded current assets by $2,624,852 and total liabilities  exceed
total assets by $2,687,858.

These  circumstances  raise  substantial  doubt about the  Company's  ability to
continue as a going concern.  The ability of the Company to continue  operations
as a going  concern is dependent  upon its success in (1)  obtaining  additional
capital;  (2)  paying  its  obligations  timely;  and (3)  ultimately  achieving
profitable operations.  The financial statements do not include any adjustments,
which might result from the outcome of these uncertainties.

The  Company  intends to file a  post-effective  amendment  to its  registration
statement.  Proceeds  from such an  offering  would  provide  the  Company  with
additional working capital and, to the extent that notes and bonds issued by the
Company are converted into equity, the Company's liabilities would be decreased.
There  are no  assurances  that  (1) the  Company  will be  able to  complete  a
post-effective  amendment to its  registration  statement on a timely basis; (2)
any shares will be sold in the  offering;  or (3) notes or bonds payable will be
converted into equity as part of the offering.


SUBSEQUENT EVENTS

Earlier in 1999, the Company  offered for sale 1,000,000  shares of common stock
in a registered  public  offering at a price of $5.00 per share.  The  offering,
which was deemed effective in February 1999 and conducted on a best efforts, all
or none basis, was not successful.  The Company is in the process of preparing a
post effective amendment to this registration statement,  the terms of which may
change.  The Company  anticipates  filing the post  effective  amendment  to the
registration statement during the fourth quarter of 1999.



                                        6

<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

         The Company provides golf  instruction  through golf schools located at
independent  courses  and  resorts,  to  which  students  generally  travel  for
intensive 1-5 day programs ("Destination Golf Schools"). The Company targets its
sales to two audiences:  (1) individuals  through direct  solicitation,  and (2)
corporations  through the sales of "Premium  Links"  packages.  Sales of Premium
Links  packages  are  accomplished  through a network  of  distributors  located
throughout  the  United  States.   The  Company  is  presently   developing  the
distributor  network  and  derives  revenue  from  the  sale of  territories  to
prospective distributors.

         The Company  currently has 20  Destination  Gold Schools under contract
for full or partial year operation, 8 of which are currently operating and 12 of
which are  schedule  to open  within the next twelve  months.  This  arrangement
permits the Company to take advantage of the marketing efforts,  visibility, and
facility quality of the courses and resorts

         The  Company's  Destination  Golf Schools have opened at varying  times
over the past two years,  and most of the  Destination  Golf  Schools are closed
during  local  off-seasons.  As a result of changes in the number of  facilities
open from period to period,  closing  certain of the  Destination  Golf  Schools
during local off-seasons,  and overall seasonality of the golf business, results
of operations for any particular  period may not be indicative of the results of
operations for any other period.

         The Company has made a strategic decision to open several sites for its
Destination Golf Schools,  despite the fact that there are significant  one-time
and recurring  expenses  associated with opening each site, and despite the fact
that its existing sites were not operating at capacity.

         For each Destination Golf School,  the Company hires a site manager and
a number of  certified  instructors  based on  anticipated  demand.  The Company
provides  training for its site  managers and certified  instructors  at Company
expense.

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998

         TOTAL  REVENUE.  The Company had total revenue of $759,169 for the nine
months ended  September 30, 1999,  compared to $363,863 of total revenue for the
nine  months  ended  September  30,  1998.  The  increase  in total  revenue was
attributable primarily to the increase in the number of Destination Golf Schools
operating in the nine months  ended  September  30, 1999.  During the first nine
months of 1999,  the Company  had 20  Destination  Golf  Schools  operating,  as
compared to 7 Destination  Golf Schools  during the nine months ended  September
30, 1998.

         COST OF REVENUE.  Cost of revenues for the nine months ended  September
30, 1999, was $176,865 or 23% of total  revenue,  compared to $198,893 or 55% of
total revenue for the nine

                                        7

<PAGE>



months  ended  September  30,  1998.  Cost of  revenues  consists  primarily  of
instructor  salaries.  The decrease in cost of revenue as a percentage  of total
revenue for the nine  months  ended  September  30,  1999 was due  primarily  to
increased revenues associated with having more schools operating during the 1999
period.  In addition,  during the nine months  ended  September  30,  1998,  the
opening of several sites was delayed,  and revenue at open sites was  negatively
impacted,  by the effects of an  unusually  wet winter in January,  February and
March 1998. See "Seasonality" below.

         The Company made a strategic  decision to renegotiate  the rent at some
of its sites and has begun an advertising  program to promote its sites. Most of
the fixed rent sites are winter  sites.  The Company  hopes that engaging in the
planned  advertising  campaign  will allow  volume at the fixed rent sites to be
sufficient  to support the fixed fee rents.  However,  there can be no assurance
that the advertising campaign will result in increased student volume.

         SELLING,  GENERAL AND  ADMINISTRATIVE  EXPENSES.  Selling,  general and
administrative  expenses,  consisting  primarily  of marketing  and  advertising
expenses,  expenses  associated  with recruiting and training  Destination  Golf
School site managers and  instructors,  salaries for  administrative,  sales and
marketing  staff,  and  rent  at  the  Company's  headquarters,  increased  from
$1,195,063  for the nine months ended  September 30, 1998, to $1,988,760 for the
nine months ended September 30, 1999.

         The increase was due primarily to expenses associated with establishing
the  Company's   distributor  network,  such  as  increased  salary,  rent,  and
advertising expenses. The Company added more personnel,  took on more space, and
generated sales materials and brochures.  Also, shares issued as inducements for
loan funds received are accounted for as a financing expense. The amount charged
to expense was  approximately  $360,000 for the nine months ended  September 30,
1999.

LIQUIDITY AND CAPITAL RESOURCES

         The cash requirements of funding operations and expansion have exceeded
cash flow from operations. The Company has satisfied its capital needs primarily
through debt and equity  financing.  The Company  continually  explores  raising
additional  capital  through such means.  The Company has an  agreement  with an
entity  controlled by a member of its Board of Directors under which such entity
will subscribe for any Shares not otherwise subscribed for in the offering.

         Of the Company's $184,203 in long-term  indebtedness  outstanding as of
September 30, 1999, $172,500 bears interest at a fixed rate of 12% and is due in
2002.  Such  indebtedness  is convertible  into Common Stock of the Company at a
rate of $1.43 per share. Such indebtedness may be prepaid by the Company upon 30
days' notice.  The Company  presently does not intend to call such  indebtedness
for prepayment.

         At September  30, 1999,  short-term  notes  payable was  $1,888,700.  A
significant  portion of the short-term  debt was incurred in anticipation of the
Company  closing its initial public  offering and has been used for primarily to
establish the Company's  distributor  network, to open additional sites, and for
working  capital  needs.  Management  has  decided  to  revise  the terms of the
offering. The

                                        8

<PAGE>



Company  will  attempt  to  convert   existing  notes  payable  into  equity  in
conjunction with the offering.  Management has received a favorable  response to
this conversion effort from the holders of a significant portion of the notes.

         It is anticipated  that the proceeds from the Company's  initial public
offering will be allocated primarily for expansion and growth types of purposes,
such as site  development  for a new golf practice  facility,  advertising,  the
costs  of  opening  new  facilities,   acquisitions,   and  product   inventory.
Accordingly,  it will become necessary for the Company's existing  operations to
be able to generate enough cash to cover existing  commitments and  obligations,
such as lease rent for the  facilities,  instructors'  salaries,  and  officers'
salaries. The Company is obligated, pursuant to a five-year employment agreement
to pay William D. Leary,  the  President  of the  Company,  an annual  salary of
$120,000.

         The  Company  believes  that  the  proceeds  from  its  initial  public
offering,  in conjunction  with its existing cash balances and anticipated  cash
from  operations,  will be  sufficient  to meet the  Company's  current  working
capital  needs for at least the next  twelve  months.  However,  there can be no
assurance  that the Company will not need to raise  additional  capital  sooner,
particularly  to take  advantage of any expansion  opportunities,  not currently
anticipated, that may become available. In such event, there can be no assurance
that additional capital will be available at all, at an acceptable cost, or on a
basis that is timely to allow the Company to finance any such opportunities.

         The Company incurred a net loss of $1,480,542 for the nine months ended
September  30, 1999,  and its current  liabilities  exceeded  current  assets by
$2,624,852.  Its total  liabilities  exceeded total assets by $2,687,858.  These
factors,  among others,  raise  substantial doubt about the Company's ability to
continue as a going concern. See Notes to the Financial Statements.

SEASONALITY

         Throughout  much of the U.S., the golf business is seasonal,  operating
primarily in the summer and  additionally  in the spring and fall.  However,  in
much of the Southern U.S.,  golf is played either  year-round or all year except
for the summer.  This is primarily due to an outdoor  playing  season limited by
inclement  weather or excessive heat. The Company  believes that business at its
Destination Golf Schools will be seasonal with increased  activity in the winter
as students take winter  vacations to warm weather  destinations,  and decreased
activity in the summer. In particular,  the Company expects  decreased  revenues
from  Destination  Golf School  operations in May and September  each year.  The
Company  closes down many of its warm  weather  sites in May,  with the staff of
those sites  moving to a summer  site,  and closes its summer sites in September
with the staff  returning to their warm weather  sites.  In each case,  there is
expected  to be a one week lag  between  when one site closes and the other site
opens.  For example,  the Company's site manager and certified  instructors  for
Wildfire  will  generally  move to Pole Creek or Haymaker for the summer and the
staff from  Rhodes  Ranch in Las Vegas will move to Lake  Okoboji,  Iowa for the
summer. Of the Company's nine current Destination Golf Schools, three facilities
will close during the summer (Phoenix, Tucson and Las Vegas), three will be open
only during the summer (Winter Park,

                                        9

<PAGE>



Steamboat Springs and Lake Okoboji,  Iowa), and the remaining three will be open
year-round  (San  Diego,  St.  Petersburg  and  Orlando).  Also,  the  Company's
operations  are subject to the effects of  inclement  weather  from time to time
even  during the  seasons  that they are open.  In  particular,  in January  and
February  1998,  the  Company's  facility in Phoenix was closed for an unusually
high number of days and the opening of the Company's facilities in San Diego and
St. Petersburg were delayed due to the effects of El Nino. The timing of any new
facility  openings,  the seasons any such  facilities  are open,  the effects of
unusual  weather  patterns  and the seasons in which  students  are  inclined to
attend  golf  schools  are  expected to cause the  Company's  future  results of
operations  to  vary  significantly   from  quarter  to  quarter.   Accordingly,
period-to-period  comparisons  will not necessarily be meaningful and should not
be relied on as  indicative  of  future  results.  In  addition,  the  Company's
business and results of operations could be materially and adversely affected by
future  weather  patterns  that  cause its  sites to be  closed,  either  for an
unusually  large number of days or on  particular  days on which the Company had
booked a  special  event or a large  number  of  students.  Because  most of the
students  at the  Company's  Destination  Golf  Schools  attend  the  school  on
vacation,  the  student  may  not  be  able  to or  interested  in  rescheduling
attendance  at one of the Company's  sites.  As a result,  student-days  lost to
inclement weather may truly represent a loss, rather than merely a deferral,  of
revenue.

IMPACT OF THE YEAR 2000

         Management  of the Company  believes  that it is prepared for Year 2000
problems.  It has  assessed its  operational  procedures.  Reservations  for the
Company's  golf schools are generally  made four to eight weeks ahead of time. A
student provides the Company with a credit card number for payment.  The Company
processes the credit card payment.  Immediately thereafter,  the Company sends a
written   confirmation   of  the   reservation   and  payment  to  the  student.
Approximately  ten days before the  attendance  date,  the Company sends another
confirmation/itinerary  to the student.  While software is used for  reservation
processing,  administrative  operations,  and certain banking operations such as
credit card processing, physical records of all of these functions are also kept
in individual  student files and appropriate  office files. The Company has been
informed by substantially  all of its business  application  software  suppliers
that their software is Year 2000 compliant.  The Company is planning to maintain
additional  physical  records  beginning in the fall of 1999 and continuing into
the first part of 2000 as a safeguard.

         Accordingly, the Company expects that the advent of the millennium will
have only a  minimal  adverse  effect on its  business,  operating  results  and
financial condition, due to additional physical record keeping efforts. However,
there can be no assurances that Year 2000 problems will not occur. The Year 2000
problem may affect other entities with which the Company  transacts  business or
on which students of its golf schools depend, such as airlines and hotels. While
the Company is unable to send questionnaires to each and every airline and hotel
that its  students  may use,  the Company has been  tracking  the ability of the
airline  and hotel  industries  to book  reservations  for the year  2000.  Such
reservations   are  now  being  made.   Published   reports  indicate  that  the
reservations  are being made without  problems.  Accordingly,  while the Company
cannot predict the

                                       10

<PAGE>



effect of the Year 2000 problem on such entities or its consequent impact on the
Company,  management believes that any adverse effect on the Company will not be
material.



                                       11

<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         During the quarter ended  September  30, 1999,  the  registrant  issued
         15,400 shares of Common Stock valued at $1.43 per share as  inducements
         for loan funds  received.  In addition,  the  registrant  issued 37,000
         shares of Common Stock valued at $1.43 per share as extension  fees for
         loans  outstanding,  and 42,000  shares of Common  Stock for $63,333 in
         cash.  The sale and  issuance of the shares of Common Stock were deemed
         to be exempt from registration under Section 4(2) of the Securities Act
         of 1933.  Appropriate  legends were  affixed to the stock  certificates
         issued in the above transactions.  The securities were offered and sold
         by the registrant without any underwriters.  All of the purchasers were
         deemed to be sophisticated  with respect to an investment in securities
         of the  registrant  by  virtue  of  their  financial  condition  and/or
         relationship to members of management of the registrant.

         During  September 1999 the Company  authorized  the issuance  2,000,000
         shares of Preferred  Stock,  Series C ("Series C"). The Series C has no
         voting  rights  and  pays no  dividends.  Each  share  of  Series  C is
         convertible into one share of common stock at the effective date of the
         Company's  post  effective  amendment  to  its  registration  with  the
         Securities and Exchange Commission.

         During the quarter ended September 30, 1999, the registrant sold 40,000
         shares of Series C Preferred  Stock for  $66,667 in cash.  The sale and
         issuance of the shares of Preferred Stock were deemed to be exempt from
         registration  under  Section  4(2)  of  the  Securities  Act  of  1933.
         Appropriate legends were affixed to the stock certificates representing
         the Series C Preferred  Stock.  The securities were offered and sold by
         the registrant  without any  underwriters.  All of the purchasers  were
         deemed to be sophisticated  with respect to an investment in securities
         of the  registrant  by  virtue  of  their  financial  condition  and/or
         relationship to members of management of the registrant.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.


                                       12

<PAGE>


ITEM 5.  OTHER INFORMATION

         Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
         A)       EXHIBITS

<CAPTION>

    REGULATION                                                                                                     CONSECUTIVE
    S-B NUMBER                                               EXHIBIT                                               PAGE NUMBER

<S>    <C>                                                                                                             <C>
       3.1           Amended and Restated Certificate of Incorporation (1)<F1>                                         N/A

       3.2           Bylaws (1)<F1>                                                                                    N/A

       4.1           Reference is made to Exhibits 3.1 and 3.2 (1)<F1>                                                 N/A

       10.1          Distribution Agreement between the Company and Dave Bisbee, dated                                 N/A
                     August 22, 1996 (1)<F1>

       10.2          Distribution Agreement between the Company and William D. Leary (1)<F1>                           N/A

       10.3          Lease between Fernal Inc. and William D. Leary and the Company, dated                             N/A
                     May 1, 1997, as amended by an Addendum to Lease between Mach One and
                     World Associates, Inc. dated April 4, 1998 (1)<F1>

       10.4          Common Stock Purchase Agreement with Proformance Research                                         N/A
                     Organization/Weiner, Inc. dated July 15, 1998 (1)<F1>

       10.5          Sublease dated April 21, 1998 between Mach One Corporation and                                    N/A
                     Proformance Research Organization, Inc. (1)<F1>

       10.6          Employment Agreement between the Company and William D. Leary dated                               N/A
                     July 1, 1998 (1)<F1>

       10.7          Consulting Services Agreement between Sunkyong U.S.A., Inc. and the                               N/A
                     Company dated May 6, 1997 (1)<F1>

       10.8          Distribution Agreement between Renaissance Golf Products Inc. and the                             N/A
                     Company dated July 21, 1998 (1)<F1>

       10.9          Amendment to Common Stock Purchase Agreement with Proformance                                     N/A
                     Research Organization/Weiner, Inc. dated November 2, 1998 (1)<F1>

      10.10          Form of Stock Escrow Agreement (1)<F1>                                                            N/A

        27           Financial Data Schedule                                                                           15

----------------------------
<FN>
<F1>
(1)      Incorporated  by reference to the exhibits filed with the  Registration
         Statement on Form SB-2, File No. 333-61533.
</FN>
</TABLE>

                                       13
<PAGE>

                  B) REPORTS ON FORM 8-K:

                  None.


                                       14

<PAGE>



                                   SIGNATURES

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

                              PROFORMANCE RESEARCH
                               ORGANIZATION, INC.
                              (Registrant)


Date:    November 18, 1999          By:/S/WILLIAM D. LEARY
                                        -------------------------------------
                                            William D. Leary, President



                                       15

<PAGE>



                                   Exhibit 27

                             Financial Data Schedule

                                       16

<PAGE>