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: March 31, 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___ No _X_

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the last practicable date:

            4,257,310 SHARES OF COMMON STOCK, $.0001 PAR VALUE, AS OF
                                 MARCH 31, 1999

         Transitional Small Business Disclosure Format (check one);  Yes _ No X

Exhibit index on page 12                                      Page 1 of 15 pages



<PAGE>



<TABLE>

                     PROFORMANCE RESEARCH ORGANIZATION, INC.
                                  BALANCE SHEET
                                 MARCH 31, 1999
                                   (Unaudited)

<CAPTION>
                                     ASSETS
<S>                                                                                              <C>
Current assets
   Cash                                                                                                         $        7,453
   Due from employees                                                                                                   24,821
   Deferred financing costs                                                                                            120,148
   Prepaid Expenses                                                                                                     10,000
       Total current assets                                                                                            162,422
                                                                                                 -----------------------------

Property and equipment - net of accumulated depreciation                                                                64,842
Deferred offering costs                                                                                                 84,626
Other assets                                                                                                             7,686
                                                                                                 -----------------------------
                                                                                                                 $     319,576
                                                                                                 =============================
<CAPTION>

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
<S>                                                                                              <C>
Current liabilities
   Accounts payable and accrued expenses                                                                         $     587,565
   Current portion of long term debt                                                                                     8,788
   Related party payable                                                                                                 5,476
   Notes and bonds payable                                                                                             265,000
   Notes and bonds payable, related party                                                                              997,500
   Deferred revenue and deposits payable                                                                               305,148
       Total current liabilities                                                                                     2,169,477
                                                                                                 -----------------------------

Long term debt
   Notes and bonds payable                                                                                              24,947
   Bonds payable, related party                                                                                        160,000
      Total Long term debt                                                                                             184,947
                                                                                                 -----------------------------

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 Common stock,
   $.0001 par value, 20,000,000 shares authorized,
     4,257,310 shares, issued and outstanding                                                                              426
   Additional paid-in capital                                                                                        1,860,495
   Accumulated deficit                                                                                             (3,936,871)
       Total stockholders' deficiency                                                                              (2,075,950)
                                                                                                 -----------------------------
                                                                                                                 $     319,576
                                                                                                 =============================
</TABLE>

                                        2
<PAGE>

<TABLE>
                     PROFORMANCE RESEARCH ORGANIZATION, INC.
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (Unaudited)
<CAPTION>

                                                                               1999                               1998
                                                                       ---------------------             ----------------------
<S>                                                                    <C>                               <C>
Revenue                                                                      $       246,915                      $      89,946
Cost of revenues                                                                      60,108                             40,847
Gross (loss) profit                                                                  186,807                             49,099
                                                                       ---------------------             ----------------------

Operating expenses
  Sales, general and administrative                                                  582,826                            324,827
  Depreciation                                                                         4,205                                900
                                                                       ---------------------             ----------------------
    Total operating expenses                                                         587,031                            325,727
                                                                       ---------------------             ----------------------

Operating (loss)                                                                   (400,224)                          (276,628)

Interest expense                                                                      31,046                             18,339
                                                                       ---------------------             ----------------------

(Loss) from continuing operations                                                  (431,270)                          (294,967)

Discontinued operations
  (Loss) from discontinued operations                                                (1,700)                            (1,900)
                                                                       ---------------------             ----------------------

Net (Loss)                                                                  $      (432,970)                       $  (296,867)
                                                                       =====================             ======================

Per share information
   Weighted average shares outstanding                                             3,742,593                            868,188
                                                                       =====================             ======================
   (Loss) per common share
     (Loss) from continuing operations                                    $           (0.12)                     $       (0.34)
     (Loss) from discontinued operations                                                 NIL                                NIL
                                                                       ---------------------             ----------------------
 Net (loss) per common share                                              $           (0.12)                     $       (0.34)
                                                                       =====================             ======================

</TABLE>


                                        3

<PAGE>


<TABLE>


                     PROFORMANCE RESEARCH ORGANIZATION, INC.
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (Unaudited)
<CAPTION>


                                                                                        1999                       1998
                                                                                ---------------------     ----------------------
<S>                                                                             <C>                       <C>
Cash flows from operating activities:
Net (loss)                                                                         $        (432,970)              $   (298,867)
Adjustments to reconcile net loss
 to net cash provided by (used in) operating
 activities:
   Depreciation and amortization                                                                4,205                      8,810
Changes in assets and liabilities:
  (Increase) in inventory                                                                           -                    (1,182)
  (Increase) in accounts receivable                                                                 -                    (9,967)
  (Increase) in due from employees                                                               (612)
  (Increase) in deferred offering costs                                                      (50,000)                          -
  (Increase) in due from officer                                                                    -                   (10,000)
  (Increase) in prepaid expenses                                                             (10,000)
  Decrease in  deferred financing costs                                                      (23,495)
  Decrease (increase) in other assets                                                         (3,023)
  Increase in accounts payable and accrued expenses                                           102,595                    118,369
  Increase (decrease) in related party payable                                               (13,048)                        348
  Increase in deferred revenue and deposits payable                                            59,707                     15,587
                                                                                ---------------------
      Total adjustments                                                                        66,329                    121,965
                                                                                ---------------------     ----------------------
      Net cash (used in) operating activities                                               (366,641)                  (176,902)
                                                                                ---------------------     ----------------------

Cash flows from investing activities:
  Purchase of fixed assets                                                                       (565)                  (12,087)
     Net cash (used in) investing activities                                                     (565)                  (12,087)
                                                                                ---------------------     ----------------------

Cash flows from financing activities:
  Proceeds from notes and bonds payable, related party                                         12,500                          -
  Payment on notes and bonds payable, related party                                          (16,966)                          -
  Common stock issued for inducements                                                         143,644                          -
  Net proceeds from issuance of preferred stock series A                                            -                    106,500
  Proceeds from note and bonds payable                                                        237,788                    161,700
  Payments on note and bonds payable                                                          (7,077)                          -
     Net cash provided by financing activities                                                369,889                    268,200
                                                                                ---------------------     ----------------------

Net increase in cash                                                                            2,683                     79,211

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

Ending - cash                                                                     $             7,453             $       83,972
                                                                                =====================     ======================
</TABLE>



                                        4

<PAGE>



                     PROFORMANCE RESEARCH ORGANIZATION, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999
                                   (Unaudited)

NOTE 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 three months
ended March 31, 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.

NOTE 2 - STOCKHOLDERS' EQUITY

During the three months ended March 31, 1999, the Company issued 100,450 shares
of its Common Stock valued at $1.43 per share as inducements for loan funds
received.

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

NOTE 3 - 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 March 31, 1999, current
liabilities exceeded current assets by $2,007,055 and total liabilities exceed
total assets by $2,075,950.


                                        5

<PAGE>



                     PROFORMANCE RESEARCH ORGANIZATION, INC.
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                 MARCH 31, 1999
                                   (Unaudited)

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 is in the process of offering for sale Common Stock in a Public
Offering (see "Subsequent Events"). Management believes this offering will
provide the opportunity to obtain additional capital.

NOTE 4 - SUBSEQUENT EVENTS

The Company is in the process of offering for sale 1,000,000 shares of Common
Stock in a registered public offering at a price of $5.00 per share. The
offering was deemed effective in February 1999, and is being sold on a best
efforts, all or none basis. Upon successful completion of the offering, the
Company anticipates receiving approximately $4,250,000 in net proceeds. The
Company anticipates closing the offering in July 1999.



                                        6

<PAGE>



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

OVERVIEW

         P.R.O. provides golf instruction through three primary avenues - (1)
golf schools located at independent resorts, to which corporate and consumer
students generally travel for intensive 2- 5 day programs ("Destination Golf
Schools"), (2) learning centers designed to cater primarily to local clientele
for hourly lessons ("Learning Centers"), and (3) training of Distributors and
golf instructors for teaching certification, which training is conducted at
P.R.O. headquarters, Destination Golf Schools and Learning Centers.
("Distribution Sales"). P.R.O. currently has nine Destination Golf Schools under
contract for full or partial year operation, and is currently operating one
Learning Center. The Company expected to be financed in January of 1998 and the
delay in financing created a cash-flow problem due to the financial commitments
that had been made to each of these facilities.

         P.R.O. leases the facilities for its Destination Golf Schools at
existing golf courses or resorts, allowing P.R.O. to offer first rate golf
facilities at relatively low facilities cost and allowing P.R.O. to take
advantage of the course's or resort's marketing efforts, visibility and facility
quality. P.R.O. began operation of Destination Golf Schools at the locations and
dates indicated below: Mission Inn Golf & Tennis Club, Howey in the Hills,
Florida, February 1999; Haymaker, Steamboat Springs, Colorado, May 1999; Pole
Creek Golf Club, Winter Park, Colorado, April 1999; Wildfire Golf Course at
Desert Ridge ("Wildfire"), Phoenix, Arizona, September 1997; Carlton Oaks
Country Club, San Diego area, California, March 1998; Brooks Golf Club, Lake
Okoboji, Iowa, June 1998; Bardmoor Golf Club, St. Petersburg, Florida, January
1999; Rhodes Ranch, Las Vegas, Nevada, March 1998; and Tucson National, Tucson,
Arizona, March 1999. In addition, P.R.O. began operation of a Learning Center at
the Plum Creek Golf and Country Club, Castle Rock, Colorado in June 1998.

         P.R.O. is currently in negotiation to open additional Destination Golf
Schools in Myrtle Beach, South Carolina; Orlando, Florida; Palm Springs,
California; Aspen, Colorado; and San Francisco, California. Such negotiations,
however, are still in process and there is no assurance that any of these
locations will become P.R.O. instructional facilities.

         P.R.O.'s Destination Golf Schools and Learning Centers 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 and Learning Centers, 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.


                                        7

<PAGE>



         Originally, most site contracts for P.R.O.'s Destination Golf Schools
provided for a fixed amount of monthly rent. P.R.O. has subsequently negotiated
a per-student rent for six of its ten site contracts, reducing the Company's
fixed costs.

         For each Destination Golf School and Learning Center, the Company hires
a site manager and a number of certified instructors based on anticipated
demand. The Company offers 6 levels of instructor certification. Site managers
are required to complete level 4 certification, and certified instructors are
required to complete level 2 certification. Although level 2 certification can
be achieved in a single session, level 4 certification requires at least one
additional session. The Company provides training for its site managers and
certified instructors at Company expense.

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

         TOTAL REVENUE. The Company had total revenue of $246,915 for the three
months ended March 31, 1999, compared to $89,946 of total revenue for the three
months ended March 31, 1998. The increase in total revenue was attributable
primarily to the increase in the number of Destination Golf School and Learning
Center sites operating in the three months ended March 31, 1999. During the
first three months of 1998, the Company had six Destination Golf Schools
operating, as compared to 4 Destination Golf Schools during the three months
ended March 31, 1998.

         COST OF REVENUE. Cost of revenues for the three months ended March 31,
1999, was $60,108 or 24% of total revenue, compared to $40,847 or 45% of total
revenue for the three months ended March 31, 1998. Cost of revenue consists
primarily of instructor salaries. The decrease in cost of revenue as a
percentage of total revenue for the three months ended March 31, 1999 was due
primarily to increased revenues associated with having more schools operating
during the 1999 period. In addition, during the three months ended March 31,
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.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses, consisting primarily of marketing and advertising
expenses, expenses associated with recruiting and training P.R.O.'s Destination
Golf School and Learning Center site managers and instructors, salaries for
administrative, sales and marketing staff, and rent at the Company's
headquarters, increased from $324,827 for the three months ended March 31, 1998,
to $582,826 for the three months ended March 31, 1999.

         The increase was due primarily to expenses associated with establishing
the Company's Distributor Membership program, such as increased salary, rent,
and advertising expenses. The Company added more personnel, took on more space,
and generated sales materials and brochures. Also, the Company issued 100,450
shares of Common Stock valued at $1.43 per share as inducements for loan funds
received. These shares were accounted for as financing expense of roughly
$29,000.


                                        8

<PAGE>



         The Company made a strategic decision to renegotiate the rent at some
of its sites because the Company hopes to receive financing that will allow it
to engage in its planned advertising campaign by July 1999. 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
financing will be received in time to engage in such advertising campaign in
time to achieve sufficient volume at these sites to offset the fixed fee rents,
or that such advertising campaign, if begun, will result in increased student
volume.

LIQUIDITY AND CAPITAL RESOURCES

         The cash requirements of funding P.R.O.'s 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 $184,947 in long-term indebtedness outstanding as of
March 31, 1999, $160,000 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. The remainder of the Company's long-term indebtedness relates to
a note for an automobile which bears interest at the rate of 8.9% and is payable
in 42 monthly installments.

         At March 31, 1999, short-term notes payable was $1,262,500. The Company
has allocated $550,000 of the proceeds from its initial public offering for the
repayment of short-term debt.

         The proceeds from the Company's initial public offering have been
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. Only $550,000 has been
allocated for repayment of short-term debt and bridge loans. 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

                                        8

<PAGE>



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 $432,970 for the three months ended
March 31, 1999, and its current liabilities exceeded current assets by
$2,007,055. Its total liabilities exceeded total assets by $2,075,950. These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern. See Note 3 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, 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.




                                       10

<PAGE>



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 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 March 31, 1999, the registrant issued
                  100,450 shares of Common Stock valued at $1.43 per share as
                  inducements for loan funds received. The sale and issuance of
                  the 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.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  Not Applicable.

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

                  Not Applicable.

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                   N/A
                                 (1)<F1>


                                       12

<PAGE>



<CAPTION>


      REGULATION                                                                                               CONSECUTIVE
      S-B NUMBER                                             EXHIBIT                                           PAGE NUMBER

       <S>                       <C>                                                                               <C>

        10.3                     Lease between Fernal Inc. and William D. Leary and the Company,                   N/A
                                 dated 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                     N/A
                                 dated 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                 N/A
                                 the 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



----------------------------
<FN>

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

                  B) REPORTS ON FORM 8-K:

                  None.


                                   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:    July 2, 1999         By:  /S/ WILLIAM D. LEARY
                                 --------------------------
                                       William D. Leary, President



                                       13

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                                   Exhibit 27

                             Financial Data Schedule

                                       14

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