UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB/A


(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the quarterly period ended                  June 30, 2001
--------------------------------------------------------------------------------

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

      For the transition period from ________________ to _________________

For Quarter Ended June 30, 2001       Commission File Number  0-25449
                  -------------                               -------

                             PPI CAPITAL GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


           Utah                                         87-0401453
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

3655 Nobel Drive, Suite 540, San Diego, California                      92122
--------------------------------------------------------------------------------
 (Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code          (858) 623-1600
--------------------------------------------------------------------------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 of 15 (d) of the Securities and Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

                                   Yes [X] No [ ]

        Class                               Outstanding as of August 13, 2001
     Common Stock                                      11,925,481

<PAGE>
                                EXPLANATORY NOTE

         The following items of the Company's Quarterly Report on Form 10-QSB
for the quarterly period ended June 30, 2001 are hereby amended and, as so
amended are restated below in their entirety: Part I, Item 1. Financial
Statements; and Part II, Item 2. Change in Securities and Use of Proceeds.
<PAGE>

                             PPI CAPITAL GROUP, INC.
                                   FORM 10-QSB
                                QUARTERLY REPORT
                                  June 30, 2001


                                TABLE OF CONTENTS



PART I-  FINANCIAL INFORMATION
ITEM 1.   Condensed Consolidated Financial Statements:

          Consolidated Balance Sheets .......................................  3

          Consolidated Statements of Operations .............................  4

          Consolidated Statements of Cash Flows .............................  5

          Notes to condensed Consolidated
            Financial Statements ............................................  6


PART II - OTHER INFORMATION

ITEM 2.   Changes in Securities and Use of Proceeds.......................... 16

SIGNATURES                                                                    17

                                       2
<PAGE>
<TABLE>
<CAPTION>
Part I.                PPI CAPITAL GROUP, INC.

Item 1.                PPI Capital Group, Inc.
                       Financial Statements (Unaudited)

                                     PPI Capital Group, Inc.
                              Consolidated Balance Sheet (Unaudited)

                                                    June 30, 2001  December 31, 2000
                                                      Unaudited        Audited
                                                     -----------    -----------

                      ASSETS
<S>                                                  <C>            <C>
Current Assets:
  Cash                                               $   321,765    $   454,291
  Other Current Assets                                    74,624         40,065
   Total Current Assets                                  396,389        494,356

Fixed Assets, at cost:
  Equipment                                              108,550        103,134
  Computer Software                                       67,226         65,546
                                                         175,776        168,680
  Less: Accum Depreciation                               (40,740)       (25,088)

   Fixed Assets, net                                     135,036        143,592

Other Assets:
  Website Development, net of 227,819 and                703,987        624,372
    145,786, respectively
  Deferred Financing Cost, net                                --        132,709
  Other                                                   48,302         48,302

Total Assets                                         $ 1,283,714    $ 1,443,331

  LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accrued Liabilities                                $    36,513    $   168,974
  Deferred Revenues                                      128,181
   Total Current Liabilities                             164,694        168,974

Long-Term Liabilities:
  Convertible Notes Payable                                   --      1,525,000
  Note Payable - Related Party                            50,000

Stockholders' Equity (Deficit)
  Common Stock, $0.001 par value, 200,000,000        $    11,788    $     1,248
  shares authorized, 11,787,981 and 1,502,000
  shares issued and outstanding, respectively
  Additional Paid-in Capital                           3,543,512      1,068,392
  Stock Subscription Receivable                         (540,000)
  Accumulated Deficit                                 (1,946,280)    (1,320,283)
  Total Stockholders' Equity (Deficit)               $ 1,069,020    $  (250,643)

Total Liabilities and Stockholders' Equity (Deficit) $ 1,283,714    $ 1,443,331
</TABLE>

The accompanying notes are an integral part of these financial statements

                                       3
<PAGE>
<TABLE>
<CAPTION>
                             PPI Capital Group, Inc.
                Consolidated Statement of Operations (Unaudited)

                                        For Three Months ended          For Six Months ended
                                               June 30,                       June 30,
                                     ----------------------------    ----------------------------
                                        2001              2000           2001            2000
                                     ------------    ------------    ------------    ------------
<S>                                  <C>                 <C>           <C>               <C>
Revenues:
  Placement Fees                     $    681,684    $     56,250    $    681,684    $    112,500
  Data Service Revenues                   161,671          26,401         234,475          35,825
Total Revenues                            843,355          82,651         916,159         148,325

Operating Expenses:
  Payroll Expenses/Commissions            581,205          99,405         777,700         159,308
  Professional Fees                       186,333          57,530         221,242          83,000
  Depreciation & Amortization              52,494          26,764          97,684          49,644
  General & Administrative                160,463         107,093         262,038         208,094
Total Operating Expenses                  980,495         290,792       1,358,664         500,046

Operating Loss                           (137,140)       (208,141)       (442,505)       (351,721)

  Interest Expense, net                   139,664          41,339         183,492          63,694
Net Loss                             $   (276,804)   $   (249,480)   $   (625,997)   $   (415,415)

Loss per Share - Basic and Diluted        ($ 0.06)        ($ 0.20)       ($  0.22)       ($  0.47)

Weighted Average Number of Shares       4,787,181       1,277,992       2,802,844         876,329
</TABLE>

The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>
                             PPI Capital Group, Inc.
                Consolidated Statement of Cash Flows (Unaudited)

                                               For Six Months ended
                                                      June 30,
                                            --------------------------
                                               2001           2000
                                            -----------    -----------
OPERATING ACTIVITIES
  Net Loss                                  $  (625,997)   $  (415,415)
  Adjustments:
  Depreciation & Amortization                    97,684         49,644
  Non Cash Operating Expenses (primarily
   professional fees and interest)              283,274         25,521
  Other Current Assets                          (34,559)           471
  Accrued Liabilities                           (22,365)        38,119
  Deferred Revenues                             128,181
Net Cash used in Operating Activities          (173,782)      (301,660)

INVESTING ACTIVITIES
  Purchase of Investments                                       (3,300)
  Subsidiary Cash at Acquisition                                20,114
  Increase in Fixed Assets and Website         (168,744)      (293,217)
Development costs
Net Cash used in Investing Activities          (168,744)      (276,403)

FINANCING ACTIVITIES
  Proceeds from Notes Payable                    50,000
  Issuance of Convertible Note                               1,525,000
  Issuance of Common Stock                      160,000        175,000
Net Cash provided by Financing Activities       210,000      1,700,000

Net Cash (Decrease) Increase for Period        (132,526)     1,121,937

Cash at Beginning of Period                 $   454,291    $    39,015
Cash at End of Period                       $   321,765    $ 1,160,952


The accompanying notes are an integral part of these financial statements

Noncash investing and financing activities:

During 2000, DPI issued 183,751 shares of common stock for services provided in
  connection with the sale of convertible notes payable

During 2001, DPI issued 540,000 shares of common stock for a subscription
  receivable

During 2001, the $1,525,000 convertible note and accrued interest of $165,034
  converted into 1,690,034 shares of common stock

During 2001, DPI issued 800,000 shares of common stock for consulting services

                                       5

<PAGE>

                             PPI Capital Group, Inc.
                        Notes to Consolidated Statements
                             June 30, 2001 and 2000
                                   (Unaudited)

NOTE 1 - Organization and Significant Accounting Policies

Organization
------------

As of May 15, 2001, DirectPlacement, Inc. ("DPI"), PPI Capital Group, Inc., a
Utah corporation ("PPI"), and DP Merger Corp., a Delaware corporation
("MergerSub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which on June 11, 2001 (the "Effective Date") MergerSub
was merged with and into DPI (the "Merger") and DPI became a wholly owned
subsidiary of PPI.

On the Effective Date, the holders of common stock of DPI received 1.25 shares
of PPI's common stock, par value $.001 per share ("Common Stock"), for each
outstanding share of common stock of DPI held thereby (the "Exchange Ratio"),
and the holders of options and warrants issued by DPI were exchanged for options
and warrants of PPI based upon the Exchange Ratio. Following the consummation of
the Merger and the Share Exchange, (as hereinafter defined) the former
stockholders of DPI beneficially owned approximately 68% of the shares of Common
Stock outstanding. Specifically, PPI issued (i) to the stockholders of DPI an
aggregate of 19,567,231 shares of Common Stock, of which 11,531,250 shares of
Common Stock were surrendered by certain members of the company's management
immediately following the consummation of the Merger in exchange for certain PPI
performance warrants exercisable for 11,531,250 shares of Common Stock upon the
satisfaction of certain performance targets (the "Share Exchange"), and (ii) PPI
issued 346,406 warrants and 1,462,813 options to the former warrantholders and
optionholders of the company, respectively, at exercise prices ranging from $.80
to $1.20 per share. The transaction was accounted for as a reverse merger (DPI
has been treated as the accounting acquiror).

The primary operating unit of PPI Capital Group, Inc. is DirectPlacement, Inc.,
a technology oriented financial services firm that is focused on serving middle
market public companies and institutional investors. Its current business method
centers around raising capital for middle market public companies through the
use of PIPE (Private Investment in Public Entity) offerings. PIPE offerings are
private placements of public company securities that are sold directly to middle
market institutional investors. DPI has become a recognized authority and the
leading expert in the PIPE market, largely through the use of the Company's
proprietary technology and financial data.

DPI commenced operations in December 1999 with the launch of its PIPE data
service, PlacementTracker.com (www.placementtracker.com). As the only web site
cataloging real-time developments in the PIPE market, PlacementTracker.com has
attracted over 4,000 registered members who purchase PIPE market data on the
basis of a single transaction report or a single investor report or a
compilation "custom report". In September 2000, DPI launched its flagship online
PIPE offering site (www.directplacement.com) and has since conducted five PIPE
offerings totaling $76,512,000 for middle market public companies. Despite DPI's
technology and market knowledge advantages, the Company's ability to
successfully source and sell PIPE transactions is based primarily on the
management strength and investment banking skills of its investment banking
group. All PIPE transactions are conducted through our wholly owned subsidiary,
DP Securities, Inc., a member of the NASD & SIPC.

                                       6
<PAGE>

On March 1, 2000, DPI purchased all of the common stock of Midori Capital
Corporation, a licensed broker-dealer, and changed the name to DP Securities,
Inc. This new wholly-owned subsidiary was purchased from a related company for
300,000 shares of DPI's common stock valued at $1 per share. Results of
operations have been included in the consolidated financial statements since the
date of acquisition. Because the subsidiary was purchased from a related party,
historical cost was used to record the transaction. The excess of purchase price
over the book value of DP Securities, Inc. as of March 1, 2000 was recorded as a
reduction of additional paid -in-capital.

Going Concern
-------------

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. DPI incurred a net loss of
$625,997 for the six months ended June 30, 2001, and $1,043,227 for the year
ended December 31 2000. DPI had an accumulated deficit of $1,946,280 and
$1,320,283 at June 30, 2001 and December 31, 2000, respectively. These
conditions raise "substantial " doubt about DPI's ability to continue as a going
concern. During 2000 DPI raised $1,700,000 through the sale of equities and
convertible notes. DPI continues to seek additional sources of equity funding.
There is no assurance that additional equity financing needed to fund operations
will be consummated or obtained in sufficient amounts necessary to meet DPI's
needs.

The accompanying condensed consolidated financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the possible inability of DPI to continue as a going concern.

Summary of Significant Accounting Policies
------------------------------------------

Principles of Consolidation
---------------------------

The consolidated financial statements include the accounts of PPI Capital Group,
Inc. and its wholly owned subsidiary DirectPlacement, Inc., (which has a wholly
owned subsidiary, DP Securities, Inc.). All material inter-company accounts and
transactions have been eliminated.

Presentation of Interim Information
-----------------------------------

In the Opinion of the management of PPI, the accompanying unaudited financial
statements include all normal adjustments considered necessary to present fairly
the financial position as of June 30, 2001, and the results of operations for
the three months and six months ended June 30, 2001 and 2000, and cash flows for
the six months ended June 30, 2001 and 2000. Interim results are not necessarily
indicative of results for a full year.

The financial statements and notes are presented as permitted by Form 10-QSB,
and do not contain certain information included in PPI's audited financial
statements and notes for fiscal year ended December 31, 2000.

                                       7
<PAGE>

Use of Estimates
----------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the period. Actual results could differ materially from those estimates.

Change in Fiscal Year
---------------------

On June 20, 2001, the Board of Directors of PPI approved the change in its
fiscal year end from October 31 to December 31.

Revenue Recognition
-------------------

Revenue from placement fees represent commissions earned for brokering private
placements of debt and equity instruments. Revenue from these services is
recognized when earned at the time the placement closes. Data services revenue
represents revenue from providing individual custom reports on a fee per report
basis, which is recognized when the report is provided and from providing
reports on a monthly subscription basis. Revenue from subscriptions is
recognized ratably over the contractual period. Deferred revenues on the
consolidated balance sheet consist of subscription revenues that have been
received but not yet earned.

Income Taxes
------------

DPI recognizes the amount of taxes payable or refundable for the current year
and recognizes deferred tax liabilities and assets for the expected future tax
consequences of events and transactions that have been recognized in DPI's
financial statements or tax returns. DPI currently has substantial net operating
loss carryforwards. PPI has recorded a 100% valuation allowance against net
deferred tax assets due to uncertainty of their ultimate realization

Fixed Assets and Depreciation Method
------------------------------------

Property and equipment are recorded at cost. Expenditures for major additions
and improvements are capitalized and minor replacements, maintenance, and
repairs are charged to expense as incurred. When property and equipment are
retired or otherwise disposed of, the cost and accumulated depreciation are
removed from the accounts and any resulting gain or loss is included in the
results of operations for the respective period. Depreciation is provided over
the estimated useful lives of the related assets using the straight-line method
for financial statement purposes. DPI uses other depreciation methods (generally
accelerated) for tax purposes where appropriate.

Website development costs
-------------------------

DPI capitalizes direct costs, including payroll and related expenses, to acquire
or develop software necessary for general web site operations, create content
and populate databases, and to add additional functionalities and features on an
ongoing bases in accordance with SOP 98-1. The costs are being amortized on a
straight-line basis over a period of five years. Amortization expense was
approximately $37,448 and $82,033 for the three and six months ended June 30,
2001, respectively.

                                       8
<PAGE>

Stock Based Compensation
------------------------

In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (SFAS 123). DPI adopted SFAS 123 in 1998. DPI has elected to
measure compensation expense for its stock-based employee compensation plans
using the intrinsic value method prescribed by APB Opinion 25, "Accounting for
Stock Issued to Employees" (APB 25) and has provided pro forma disclosures as if
the fair value based method prescribed in SFAS 123 has been utilized.

Net Income (Loss) Per Common Share
----------------------------------

Net income (loss) per common share has been computed on the basis of the
weighted average number of shares outstanding, according to the rules of
Statement of Financial Accounting Standards No. 128, "Earnings per Share."


NOTE 2 - Related Party Transactions

In connection with a loan to DPI in the aggregate principal amount of $50,000,
DPI issued an unsecured promissory note payable to a company controlled by an
officer/stockholder. As of June 30, 2001 and 2000, the outstanding balance was
$50,000 and $0, respectively, and the related accrued interest and premiums
amounted to $10,773 and $0, respectively. The note is due and payable on June
30, 2004 and bears interest at 12 percent per annum.

On June 15, 2001, DPI loaned an employee $20,000. DPI received an unsecured note
from such employee. As of June 30, 2001 and 2000, the outstanding balance,
including accrued interest was $20,100 and $0, respectively. The principal and
interest will be forgiven if certain revenue benchmarks are met in the year
ending December 31, 2001.

NOTE 3 - Leases

DPI leases an office facility and office equipment, which are accounted for as
operating leases. Future minimum annual rental commitments as of June 30, 2001,
were as follows:

                      2001         $         72,350
                      2002                  140,743
                      2003                  133,463
                                    ---------------
                                   $        346,556
                                    ===============

For the three and six months ended June 30, 2001, total rental expense was
$37,717 and $75,880, respectively.


NOTE 4 - Stock Option Plan

DPI has a stock option plan (the "2000 stock option plan of Direct Placement,
Inc."), which provides for the granting of stock options to certain employees,
officers, directors and consultants. The stock options are exercisable at a
price equal to the market value on the date of the grant as determined by the
Board. Stock options granted under the plan are nonqualified, and vest 25% at
the date of grant and continue to vest at the rate of 25% for each following
year of continued relationship with DPI. Vested options may be exercised at any
time before the expiration of ten years from the date of the grant. There are
two million shares authorized by DPI to be issued and sold under the plan.

                                       9
<PAGE>

During 2000, DPI granted stock options to certain employees under which the
employees have options to purchase shares of DPI's common stock.


DPI applies APB Opinion No. 25, "Accounting for Stock Issued to Employees," and
related Interpretations in accounting for its stock options. DPI recorded
$46,875 of compensation expense for options granted in 2000. Had compensation
cost for DPI's stock options been determined based on their fair value at the
grant dates consistent with the method of FASB Statement No. 123, "Accounting
for Stock-Based Compensation," DPI's net loss would have been approximately
$80,000 more than the amount reported and the net loss per share would have been
approximately $0.06 more than the amount reported. The fair value of each option
was estimated on the date of grant using the minimum value method with the
following weighted-average assumptions: a risk-free interest rate of 5.25%, an
expected life of 4 years and no dividends during the expected term.

A summary of activity under the DPI's stock option plan is as follows:

                                                               Weighted average
                                             Number of shares   exercise price
--------------------------------------------------------------------------------
Options outstanding at December 31, 1999             -                -
   Granted (weighted average fair
   value of $0.22)                                1,053,750         $1.19
  Canceled                                          (83,750)        $1.27
  Exercised                                          -                -
  Expired                                            -                -
-------------------------------------------------------------------------------
Options outstanding at December 31, 2000            970,000         $1.18
-------------------------------------------------------------------------------

As of December 31, 2000, the stock options outstanding carried exercise prices
ranging from $1.00 to $1.50 and had a weighted average remaining contractual
life of 9.42 years. A total of 384,408 stock options were exercisable at that
date.

During the six months ended June 30, 2001, DPI granted 350,250 options and
150,000 options were cancelled. As of June 30, 2001, after adjusting for the
Exchange Ratio in the Merger, PPI had 1,462,813 options that carried exercise
prices ranging from $0.80 - $1.20. A total of 445,391 stock options were
exercisable at that date.

                                       10
<PAGE>
NOTE 5 - Securities Issued

PPI Capital Group, Inc.
-----------------------

As of June 1, 2001, PPI closed on the private placement of 2,250,000 units to
accredited investors, each unit consisting of one (1) share of Common Stock and
(3) Performance Warrants (as hereinafter defined), in exchange for the aggregate
payment of $27,000 in immediately available funds.

As of May 15, 2001, DirectPlacement, Inc. ("DPI"), PPI Capital Group, Inc., a
Utah corporation ("PPI"), and DP Merger Corp., a Delaware corporation
("MergerSub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which on June 11, 2001 (the "Effective Date") MergerSub
was merged with and into DPI (the "Merger") and DPI became a wholly owned
subsidiary of PPI.

On the Effective Date, the holders of common stock of DPI received 1.25 shares
of PPI's common stock, par value $.001 per share ("Common Stock"), for each
outstanding share of common stock of DPI held thereby (the "Exchange Ratio"),
and the holders of options and warrants issued by DPI were exchanged for options
and warrants of PPI based upon the Exchange Ratio. Following the consummation of
the Merger and the Share Exchange, (as hereinafter defined) the former
stockholders of DPI beneficially owned approximately 68% of the shares of Common
Stock outstanding. Specifically, PPI issued (i) to the stockholders of DPI an
aggregate of 19,567,231 shares of Common Stock, of which 11,531,250 shares of
Common Stock were surrendered by certain members of the company's management
immediately following the consummation of the Merger in exchange for certain PPI
performance warrants exercisable for 11,531,250 shares of Common Stock upon the
satisfaction of certain performance targets (the "Share Exchange"), and (ii) PPI
issued 346,406 warrants and 1,462,813 options to the former warrantholders and
optionholders of the company, respectively, at exercise prices ranging from $.80
to $1.20 per share. The transaction was accounted for as a reverse merger (DPI
has been treated as the accounting acquiror).

                                       11
<PAGE>

Immediately following the consummation of the Merger and pursuant to the terms
of a Stock Exchange Agreement, Brian Overstreet, Robert Kyle and Midori USA
Corporation, a corporation controlled by Mr. Overstreet, surrendered 8,071,875,
1,153,125, and 2,306,250 shares of Common Stock, respectively, in exchange for a
like number of performance warrants (the "Performance Warrants"). The
Performance Warrants are exercisable until May 31, 2011 at an exercise price of
$.001 per share and vest based upon the satisfaction by PPI of certain
performance targets. The first fifty percent (50%) of the shares issuable upon
the exercise of the Performance Warrants (the "Warrant Shares") shall vest upon
(i) PPI (or any subsidiary thereof) reporting cumulative total revenues
commencing with the quarter ending June 30, 2001 (the "Initial Quarter") and
thereafter during the Exercise Period ("Cumulative Total Revenues") of not less
than $10 million, or (ii) PPI (or any subsidiary thereof) reporting cumulative
EBITDA (earnings before the payment of interest and taxes and before any
deduction for depreciation and amortization) commencing with the Initial Quarter
and thereafter during the Exercise Period ("Cumulative EBITDA") of not less than
$1 million; or (iii) PPI (or any subsidiary thereof) reporting cumulative Gross
Placements (as hereinafter defined) commencing with the Initial Quarter and
thereafter during the Exercise Period ("Gross Placements") of not less than $50
million. The remaining Warrant Shares shall vest upon (i) PPI (or any subsidiary
thereof) reporting Cumulative Total Revenues commencing with the Initial Quarter
and thereafter during the Exercise Period of not less than $20 million, or (ii)
PPI (or any subsidiary thereof) reporting Cumulative EBITDA commencing with the
Initial Quarter and thereafter during the Exercise Period of not less than $2
million; or (iii) PPI (or any subsidiary thereof) reporting Cumulative Gross
Placements commencing with the Initial Quarter and thereafter during the
Exercise Period of not less than $100 million (collectively, the "Remaining
Warrant Share Targets"). Satisfaction of 25% of either of the Remaining Warrant
Share Targets accelerates the vesting with respect to 25% of the remaining
Warrant Shares. "Gross Placements" means the gross proceeds received by third
party issuers resulting from the sale or placement of its securities by PPI
and/or its subsidiaries to investors without reduction, offset, or decrease for
any costs or expenses incurred by such issuer and its subsidiaries in connection
therewith. PPI believes the Performance Warrants have no value.

                                       12
<PAGE>

DirectPlacement, Inc.
---------------------

As of June 8, 2001, DPI closed on the private placement of 662,500 shares of
common stock and 99,375 common stock purchase warrants to accredited investors,
in exchange for $122,500 which was paid in immediately available funds and a
$540,000 subscription receivable of which $450,000 was received by DPI in
August. The warrants are exercisable for a period of 5 years at an exercise
price of $1.00 per share of DPI common stock.

In connection with the exercise of 37,500 common stock purchase warrants at an
exercise price of $1.00 per share, DPI issued, prior to the Effective Date,
37,500 shares of its common stock in June 2001.


NOTE 6 - 401(k) Savings Plan

DPI has a 401(k) plan to provide retirement and incidental benefits for its
employees. Employees may contribute from 1% to 15% of their annual compensation
to the Plan after 90 days of continuous employment, limited to a maximum annual
amount as set periodically by the Internal Revenue Service. DPI matches 50% of
employee contributions up to a maximum of 3% per year per person. All matching
contributions require four years to vest.

DPI matching contributions to the Plan totaled $7,180 and $14,399 for the three
and six months ended June 30, 2001, respectively.


NOTE 7 - Convertible Notes And Warrants

During 2000 the board of directors of DirectPlacement, Inc. approved the
issuance of $1,600,000 of unsecured convertible promissory notes with attached
warrants. On March 31, 2000, $1,525,000 of these notes was sold. The notes
mature three years after issuance and carry a 10% per annum interest rate, both
of which are due on maturity or earlier conversion. All payments of principal
and interest shall be in common stock of DPI at $1.00 per share. Interest
expense related to these notes was approximately $37,000 and $50,000 for the
three and six months ended June 30, 2001, respectively.

Principal and interest automatically convert into shares of common stock at
approximately $1.00 per share, depending on circumstances, upon the sale by DPI
of an additional $3,000,000 in equity or securities convertible into equity.

The note purchasers received a warrant with rights to acquire company common
stock equal to 15% of the face amount of the purchased note, at an exercise
price of $1.00 per share. The warrants allow for the purchase at any time during
the five-year term of an aggregate of 228,750 shares of DPI's common stock,
which have been reserved. DPI has not assigned a value to these warrants because
management estimates their fair value to be nominal.

As of December 31, 2000, none of the notes were converted to common stock and
none of the warrants were exercised.

On April 30, 2001, the convertible note holders converted all of the notes and
outstanding interest into 1,690,034 of common stock at $1.00 per share in
accordance with the terms of the notes. In addition, 37,500 warrants were
exercised for common stock at $1.00 per share.

                                       13
<PAGE>

NOTE 8 - Income Tax

PPI, DP and DP Securities do not file consolidated tax returns. Each entity
files separate income tax returns. The combined federal and state income tax
provision (benefit) is summarized as follows:


                                                         Year Ended
                                                     December 31, 2000
                                                     -----------------
                  Current:
                      Federal                        $           1,541
                      State                                      1,600
                                                     -----------------
                                                                 3,141
                                                     -----------------
                  Deferred:
                      Federal                                 (446,839)
                      State                                   (116,037)
                                                     -----------------

                                                              (562,876)
                  Less valuation allowance                     562,876
                                                     -----------------

                  Total provision (benefit)
                    for income taxes                 $           3,141

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The major temporary
difference that gives rise to the deferred tax asset is net operating loss
carryforwards.

At December 31, 2000, DPI has available unused net operating losses
carryforwards that may be applied against future taxable income and that expire
as follows:

                                                        Approximate
                                                       Net Operating
                                Year of                   Losses
                              Expiration               Carryforwards
                              ----------               -------------
                                 2019                $      230,000
                                 2020                     1,075,000
                                                       -------------
                                                     $    1,305,000
                                                       -------------

                                       14
<PAGE>

DPI recognizes the amount of taxes payable or refundable for the current year
and recognizes deferred tax liabilities and assets for the expected future tax
consequences of events and transactions that have been recognized in the
Company's financial statements or tax returns. The Company currently has
substantial net operating loss carryforwards. The Company has recorded a 100%
valuation allowance against net deferred tax assets, as it is not more likely
than not that the deferred tax asset will be realized.

There may be limitations on the annual amount of net operating losses which can
be utilized to offset income in future years if the company experiences certain
ownership changes as defined by Internal Revenue Service Section 382.

NOTE 9 - Subsequent Events

On August 10, 2001, DPI received $450,000 pursuant to a stock subscription
receivable for 450,000 shares and warrants to purchase 67,500 shares of common
stock at $1.00 per share.

NOTE 10 - New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board finalized FASB Statements
No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and Other
Intangible Assets (SFAS 142). SFAS 141 requires the use of the purchase method
of accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. SFAS 141
also requires that PPI recognize acquired intangible assets apart from goodwill
if the acquired intangible assets meet certain criteria. SFAS 141 applies to all
business combinations initiated after June 30, 2001 and for purchase business
combinations completed on or after July 1, 2001. It also requires, upon adoption
of SFAS 142, that PPI reclassify the carrying amounts of intangible assets and
goodwill based on the criteria in SFAS 141.

SFAS 142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually. In
addition, SFAS 142 requires that PPI identify reporting units for the purposes
of assessing potential future impairments of goodwill, reassess the useful lives
of other existing recognized intangible assets, and cease amortization of
intangible assets with an indefinite useful life. An intangible asset with an
indefinite useful life should be tested for impairment in accordance with the
guidance in SFAS 142. SFAS 142 is required to be applied in fiscal years
beginning after December 15, 2001 to all goodwill and other intangible assets
recognized at that date, regardless of when those assets were initially
recognized. SFAS 142 requires PPI to complete a transitional goodwill impairment
test six months from the date of adoption. PPI is also required to reassess the
useful lives of other intangible assets within the first interim quarter after
adoption of SFAS 142.

DPI's previous business combinations were accounted for using historical cost or
reverse merger accounting in which no goodwill or other intangible assets were
recorded. As a result, the adoption of SFAS 141 and 142 will not affect the
results of past transactions. However, all future business combinations will be
accounted for under the purchase method, which may result in the recognition of
goodwill and other intangible assets, some of which will be recognized through
operations, either by amortization or impairment charges, in the future.

                                       15
<PAGE>
                           Part II. Other Information


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

PPI Capital Group, Inc.
-----------------------

Effective May 15, 2001, PPI Capital Group, Inc. ("PPI") implemented a 1-for-10
reverse stock split, reducing its 15,020,000 issued and outstanding shares of
common stock to 1,502,000 shares. In connection therewith, the NASD assigned the
Company a new symbol, changing the Company's trading symbol on the OTC Bulletin
Board from "PPIK" to "PPIM".

As of June 1, 2001, PPI closed on the private placement of 2,250,000 units to
accredited investors, each unit consisting of one (1) share of Common Stock and
(3) Performance Warrants (as hereinafter defined), in exchange for the aggregate
payment of $27,000 in immediately available funds. The units were issued
pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"). No underwriting discounts or commissions were paid in
connection with this private placement.

As of May 15, 2001, DPI, PPI Capital Group, Inc., a Utah corporation ("PPI"),
and DP Merger Corp., a Delaware corporation ("MergerSub"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which on June
11, 2001 (the "Effective Date") MergerSub was merged with and into DPI (the
"Merger") and DPI became a wholly owned subsidiary of PPI. On the Effective
Date, the holders of common stock of DPI received 1.25 shares of PPI's common
stock, par value $.001 per share ("Common Stock"), for each outstanding share of
common stock of DPI held thereby (the "Exchange Ratio"), and the holders of
options and warrants issued by DPI were exchanged for options and warrants of
PPI based upon the Exchange Ratio. Following the consummation of the Merger and
the Share Exchange, (as hereinafter defined) the former stockholders of DPI
beneficially owned approximately 68% of the shares of Common Stock outstanding.
Specifically, PPI issued (i) to the stockholders of DPI an aggregate of
19,567,231 shares of Common Stock, of which 11,531,250 shares of Common Stock
were surrendered by certain members of the company's management immediately
following the consummation of the Merger in exchange for certain PPI performance
warrants exercisable for 11,531,250 shares of Common Stock upon the satisfaction
of certain performance targets (the "Share Exchange"), and (ii) PPI issued
346,406 warrants and 1,462,813 options to the former warrantholders and
optionholders of the company, respectively, at exercise prices ranging from $.80
to $1.20 per share. The transaction was accounted for as a reverse merger (DPI
has been treated as the accounting acquiror). The securities issued in
accordance with the terms of the Merger Agreement were issued pursuant to
Section 4(2) of the Securities Act.

Immediately following the consummation of the Merger and pursuant to the terms
of a Stock Exchange Agreement, Brian Overstreet, Robert Kyle and Midori USA
Corporation, a corporation controlled by Mr. Overstreet, surrendered 8,071,875,
1,153,125, and 2,306,250 shares of Common Stock, respectively, in exchange for a
like number of performance warrants (the "Performance Warrants"). The
Performance Warrants are exercisable until May 31, 2011 at an exercise price of
$.001 per share and vest based upon the satisfaction by PPI of certain
performance targets. The first fifty percent (50%) of the shares issuable upon
the exercise of the Performance Warrants (the "Warrant Shares") shall vest upon
(i) PPI (or any subsidiary thereof) reporting cumulative total revenues
commencing with the quarter ending June 30, 2001 (the "Initial Quarter") and
thereafter during the Exercise Period ("Cumulative Total Revenues") of not less
than $10 million, or (ii) PPI (or any subsidiary thereof) reporting cumulative
EBITDA (earnings before the payment of interest and taxes and before any
deduction for depreciation and amortization) commencing with the Initial Quarter
and thereafter during the Exercise Period ("Cumulative EBITDA") of not less than
$1 million; or (iii) PPI (or any subsidiary thereof) reporting cumulative Gross
Placements (as hereinafter defined) commencing with the Initial Quarter and
thereafter during the Exercise Period ("Gross Placements") of not less than $50
million. The remaining Warrant Shares shall vest upon (i) PPI (or any subsidiary
thereof) reporting Cumulative Total Revenues commencing with the Initial Quarter
and thereafter during the Exercise Period of not less than $20 million, or (ii)
PPI (or any subsidiary thereof) reporting Cumulative EBITDA commencing with the
Initial Quarter and thereafter during the Exercise Period of not less than $2
million; or (iii) PPI (or any subsidiary thereof) reporting Cumulative Gross
Placements commencing with the Initial Quarter and thereafter during the
Exercise Period of not less than $100 million (collectively, the "Remaining
Warrant Share Targets"). Satisfaction of 25% of either of the Remaining Warrant
Share Targets accelerates the vesting with respect to 25% of the remaining
Warrant Shares. "Gross Placements" means the gross proceeds received by third
party issuers resulting from the sale or placement of its securities by PPI
and/or its subsidiaries to investors without reduction, offset, or decrease for
any costs or expenses incurred by such issuer and its subsidiaries in connection
therewith.

                                       16
<PAGE>

DirectPlacement, Inc.
---------------------

As of June 8, 2001, DPI closed on the private placement of 662,500 shares of
common stock and 99,375 common stock purchase warrants to accredited investors,
in exchange for $122,500 which was paid in immediately available funds and a
$540,000 subscription receivable of which $450,000 was received by DPI in
August. The warrants are exercisable for a period of 5 years at an exercise
price of $1.00 per share of DPI common stock. The securities were issued
pursuant to Section 4(2) of the Securities Act. No underwriting discounts or
commissions were paid in connection with this private placement.

In connection with the exercise of 37,500 common stock purchase warrants at an
exercise price of $1.00 per share, DPI issued, prior to the Effective Date,
37,500 shares of its common stock in June 2001. The shares were issued pursuant
to Section 4(2) of the Securities Act.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 10-QSB to be signed on its behalf
by the undersigned thereunto duly authorized.




                                    PPI CAPITAL GROUP, INC.


                                    By: /s/ BRIAN M. OVERSTREET
                                    --------------------------------------------
                                    Name: Brian M. Overstreet
                                    Title: President and Chief Executive Officer

DATE:  August 24, 2001

                                       17