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


                                   FORM 10-QSB

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                        For Quarter Ended: June 30, 1999

                         Commission File Number: 0-23301



                                3PM HOLDING CORP.
        (Exact name of small business issuer as specified in its charter)



                                    Colorado
         (State or other jurisdiction of incorporation or organization)

                                   84-1284185
                        (IRS Employer Identification No.)

                      5650 Greenwood Plaza Blvd, Suite 216
                               Englewood, Colorado
                    (Address of principal executive offices)

                                      80111
                                   (Zip Code)

                                 (303) 741-1118
                           (Issuer's Telephone Number)


              (Former name, former address and former fiscal year,
                          if changed since last report)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days: Yes
__X__ No ____.

The number of shares of the  registrant's  only class of common stock issued and
outstanding, as of June 30, 1999, was 500,000 shares.




<PAGE>



                                     PART I


ITEM 1. FINANCIAL STATEMENTS.

     The unaudited financial  statements for the six month period ended June 30,
1999, are attached hereto.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following  discussion  should be read in conjunction with the Financial
Statements and notes thereto included herein.

     The Company  generated  no revenues  during the six month period ended June
30,  1999.  Management  of the Company  anticipates  that the  Company  will not
generate any significant  revenues until the Company  accomplishes  its business
objective of merging with a  nonaffiliated  entity or acquiring  assets from the
same.

     The Company's  securities  are  currently  not liquid.  There are no market
makers in the Company's  securities  and it is not  anticipated  that any market
will  develop  in the  Company's  securities  until  such  time  as the  Company
successfully implements its business plan of engaging in a business opportunity,
either by merger or acquisition of assets.  The Company  presently has no liquid
financial  resources to offer such a candidate and must rely upon an exchange of
its stock to complete such a merger or acquisition.

     Because the  Company is not  required to pay rent or salaries to any of its
officers or directors, management believes that the Company has sufficient funds
to continue operations through the foreseeable future.

Forward Looking Statements

     This report contains certain forward-looking  statements within the meaning
of Section 27A of the  Securities  Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange  Act")  concerning the Company's
operations,  economic  performance  and  financial  conditions,   including,  in
particular,  the likelihood of the Company's ability to acquire another existing
business or assets.  These statements are based upon a number of assumptions and
estimates  which  are  inherently  subject  to  significant   uncertainties  and
contingencies,  many of which are beyond the  control of the Company and reflect
future business decisions which are subject to change. Some of these assumptions
inevitably will not materialize and  unanticipated  events will occur which will
affect the Company's  results.  Consequently,  actual results will vary from the
statements contained herein and such

                                        2

<PAGE>



variance may be material.  Prospective investors should not place undue reliance
on this information.

Year 2000 Disclosure

     Many existing  computer  programs use only two digits to identify a year in
the date field.  These programs were designed and developed without  considering
the  impact  of the  upcoming  change in the  century.  If not  corrected,  many
computer  applications  could fail or create erroneous results by or at the Year
2000. As a result,  many companies will be required to undertake  major projects
to  address  the Year 2000  issue.  Because  the  Company  has  nominal  assets,
including no personal property such as computers, it is not anticipated that the
Company will incur any negative  impact as a result of this  potential  problem.
However,  it is possible that this issue may have an impact on the Company after
the Company successfully consummates a merger or acquisition. Management intends
to address this  potential  problem with any  prospective  merger or acquisition
candidate. There can be no assurances that new management of the Company will be
able to avoid a  problem  in this  regard  after a merger or  acquisition  is so
consummated.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - NONE

ITEM 2. CHANGES IN SECURITIES - NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE

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

        None.

ITEM 5. OTHER INFORMATION - NONE.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -

        (a)      Exhibits

                 EX-27            Financial Data Schedule

        (b)      Reports on Form 8-K

                 None.



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<PAGE>

<TABLE>


3PM Holding Corp.
(A Development Stage Company)
Balance Sheet
----------------------------------------------------------------------
<CAPTION>
                                                Unaudited   Audited
                                                  June      December
                                                30, 1999    31, 1998
                                                ---------  ---------
<S>                                             <C>        <C>
ASSETS

Current Assets - Cash                           $     480  $     131
                                                ---------  ---------
TOTAL ASSETS                                    $     480  $     131
                                                =========  =========
LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES

Accounts Payable Trade                          $   4,867  $   4,365
Notes Payable Related Party                        77,210     74,710
Accrued Interest Payable                           17,594     15,315
                                                ---------  ---------

Total Current Liabilities                          99,671     94,390
                                                ---------  ---------
SHAREHOLDERS' EQUITY

Preferred Stock, $.01 Par Value
 Authorized 20,000,000 Shares; Issued
 And Outstanding -0- Shares                             0          0

Common Stock, $.0001 Par Value
 Authorized 100,000,000 Shares;
 Issued And Outstanding 500,000 Shares                 50         50

Capital Paid In Excess Of
 Par Value Of Common Stock                         59,950     59,950

Retained (Deficit)                               (133,775)  (133,775)

Retained Earnings (Deficit)
 Accumulated During The
 Development Stage                                (25,416)   (20,484)
                                                ---------  ---------
TOTAL SHAREHOLDERS' EQUITY                        (99,191)   (94,259)
                                                ---------  ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $     480  $     131
                                                =========  =========

          The Accompanying Notes Are An Integral Part Of These Unaudited
Financial Statements.

</TABLE>




                                        4

<PAGE>

<TABLE>


3PM Holding Corp.
(A Development Stage Company)
Unaudited Statement Of Operations
----------------------------------------------------------------------
<CAPTION>
                                                            Inception
                                 Unaudited     Unaudited    January 1,
                                  6 Month       6 Month       1997
                                Period Ended  Period Ended   Through
                                    June          June         June
                                  30, 1999      30, 1998     30, 1999
                                ------------  ------------  ----------
<S>                             <C>           <C>           <C>
Revenue                         $          0  $          0  $        0

Expenses:

Administrative Expenses                    0             0          25
Bank Charges                              51            25         199
Legal And Accounting                   2,602         7,995      14,255
                                ------------  ------------  ----------
Total                                  2,653         8,020      14,479
                                ------------  ------------  ----------
Net (Loss) Before Other Income        (2,653)       (8,020)    (14,479)

Interest Expense                      (2,279)       (1,043)    (10,937)
                                ------------  ------------  ----------
Net (Loss)                      $     (4,932) $     (9,063) $  (25,416)
                                ============  ============  ==========
Basic (Loss) Per
 Common Share                         ($0.01)       ($0.02)
                                ============  ============
Weighted Average Common Shares
 Outstanding                         500,000       500,000
                                ============  ============












          The Accompanying Notes Are An Integral Part Of These Unaudited
Financial Statements.

</TABLE>








                                        5

<PAGE>

<TABLE>


3PM Holding Corp.
(A Development Stage Company)
Unaudited Statement Of Operations
----------------------------------------------------------------------

<CAPTION>
                                            Unaudited     Unaudited
                                             3 Month       3 Month
                                           Period Ended  Period Ended
                                               June          June
                                             30, 1999      30, 1998
                                           ------------  ------------
<S>                                        <C>           <C>
Revenue                                    $          0  $          0

Expenses:

Bank Charges                                         23            25
Legal And Accounting                                914         7,311
                                           ------------  ------------
Total                                               937         7,336
                                           ------------  ------------
Net (Loss) Before Other Income                     (937        (7,336)

Other Income -Interest                           (2,279)       (1,043)
                                           ------------  ------------
Net (Loss)                                 $     (3,216) $     (8,379)
                                           ============  ============
Basic (Loss) Per
 Common Share                                    ($0.01)       ($0.02)
                                           ============  ============
Weighted Average Common Shares
 Outstanding                                    500,000       500,000
                                           ============  ============












          The Accompanying Notes Are An Integral Part Of These Unaudited
Financial Statements.

</TABLE>


                                        6

<PAGE>

<TABLE>


3PM Holding Corp.
(A Development Stage Company)
Unaudited Statement Of Cash Flows
----------------------------------------------------------------------
<CAPTION>
                                                             Inception
                                  Unaudited     Unaudited    January 1,
                                   6 Month       6 Month        1997
                                 Period Ended  Period Ended    Through
                                    June          June          June
                                  30, 1999      30, 1998      30, 1999
                                 ------------  ------------  ----------
<S>                              <C>           <C>           <C>
Net (Loss)                       $     (4,932) $     (9,063) $  (25,416)

Adjustments To Reconcile
 Net Loss To Net Cash
 Used In Operating Activities:              0             0           0

Debt paid by shareholder on
 behalf of Company                          0             0           0

Changes In Operating
Assets And Liabilities:

Increase (Decrease) in
  Account Payable                         502           995        (476)
Increase in Other
  Accrued Expenses                      2,279         1,043      11,885
                                 ------------  ------------  ----------
 Net Flows From Operations             (2,151)       (7,025)    (14,007)
                                 ------------  ------------  ----------
Cash Flows From
Investing Activities:
                                            0             0           0
                                 ------------  ------------  ----------
Net Cash Flows From Investing               0             0           0
                                 ------------  ------------  ----------
Cash Flows From
Financing Activities:

Monies Received From Loans              2,500         5,000       9,700
                                 ------------  ------------  ----------
Cash Flows From Financing               2,500         5,000       9,700
                                 ------------  ------------  ----------
Net Increase In Cash                      349        (2,025)     (4,307)
Cash At Beginning Of Period               131         2,071       4,787
                                 ------------  ------------  ----------
Cash At End Of Period            $        480  $         46  $      480
                                 ============  ============  ==========

Summary Of Non-Cash Investing
And Financing Activities:        $          0  $          0  $        0
                                 ============  ============  ==========

          The Accompanying Notes Are An Integral Part Of These Unaudited
Financial Statements.

</TABLE>

                                        7

<PAGE>

<TABLE>


3PM Holding Corp.
(A Development Stage Company)
Unaudited Statement Of Shareholders' Equity
-------------------------------------------------------------------------------
<CAPTION>
                                                  (Deficit)
                                                 Accumulated
                  Number Of        Capital Paid  During The
                   Common   Common In Excess Of  Development Retained
                   Shares    Stock   Par Value      Stage    (Deficit)   Total
                  --------- ------ ------------ ------------ ---------  --------
<S>               <C>       <C>    <C>          <C>          <C>        <C>
Balance At
 December 31, 1996  500,000 $   50 $     59,950 $          0 $(133,775) $(73,775)

Net (Loss) At
 December 31, 1997        0      0            0       (6,496)        0    (6,496)
                  --------- ------ ------------ ------------ ---------  --------
Balance At
 December 31, 1997  500,000 $   50 $     59,950 $     (6,496)$(133,775) $(80,271)

Net (Loss) At
 December 31, 1998        0      0            0      (13,988)        0   (13,988)
                  --------- ------ ------------ ------------ ---------  --------
Balance At
 December 31, 1998  500,000 $   50 $     59,950 $    (20,484)$(133,775) $(94,259)

Net (Loss) At
 June 30, 1999            0      0            0       (4,932)        0    (4,932)
                  --------- ------ ------------ ------------ ---------  --------

Balance At
  June 30, 1999    500,000 $   50 $     59,950 $    (25,416)$(133,775) $(99,191)
                  ========= ====== ============ ============ =========  ========










          The Accompanying Notes Are An Integral Part Of These Unaudited Financial
Statements.

</TABLE>

                                        8

<PAGE>



3PM Holding Corp.
Notes To Unaudited Financial Statements
For The Six Month Period Ended June 30, 1999
--------------------------------------------

Note 1 - Unaudited Financial Information
----------------------------------------

The unaudited financial  information  included for the three month and six month
interim period ended June 30, 1999 were taken from the books and records without
audit. However, such information reflects all adjustments  (consisting of normal
recurring  adjustments,  which are of the opinion of  management,  necessary  to
reflect  properly  the  results of interim  periods  presented).  The results of
operations  for the six month  period  ended June 30,  1999 are not  necessarily
indicative of the results expected for the year ended December 31, 1999.

Note 2 - Financial Statements
-----------------------------

Management  has  elected to omit  substantially  all  footnotes  relating to the
condensed  financial  statements  of the Company  included in the report.  For a
complete set of footnotes,  reference is made to the Company's  Annual Report on
Form 10-KSB for the year ended  December  31, 1998 as filed with the  Securities
and Exchange Commission and the audited financial statements included therein.


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<PAGE>



                                   SIGNATURES


         Pursuant  to the  requirements  of  Section  12 of the  Securities  and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        3PM HOLDING CORP.
                                        (Registrant)

                                        Dated:  August 12, 1999



                                        By: s/Gregory J. Simonds
                                           -----------------------------------
                                           Gregory J. Simonds, President




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<PAGE>


                                3PM HOLDING CORP.

                EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
                       FOR THE QUARTER ENDED JUNE 30, 1999

EXHIBITS                                                                Page No.

  EX-27  Financial Data Schedule..............................................12



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