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: March 31, 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 March 31, 1999, was 500,000 shares.




<PAGE>



                                     PART I


ITEM 1.           FINANCIAL STATEMENTS.

                  The unaudited financial  statements for the three month period
ended March 31, 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 three  month
period  ended March 31, 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
                                                  March     December
                                                31, 1999    31, 1998
                                                ---------  ---------
<S>                                             <C>        <C>      
ASSETS

Current Assets - Cash                           $     502  $     131
                                                ---------  ---------
TOTAL ASSETS                                    $     502  $     131
                                                =========  =========
LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES

Accounts Payable Trade                          $   3,953  $   4,365
Notes Payable Related Party                        77,210     74,710
Accrued Interest Payable                           16,435     15,315
                                                ---------  ---------

Total Current Liabilities                          97,598     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                                (23,321)   (20,484)
                                                ---------  ---------
TOTAL SHAREHOLDERS' EQUITY                        (97,096)   (94,259)
                                                ---------  ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $     502  $     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,
                                  3 Month       3 Month       1997
                                Period Ended  Period Ended   Through
                                   March         March        March
                                  31, 1999      31, 1998     31, 1999
                                ------------  ------------  ----------
<S>                             <C>           <C>           <C>       
Revenue                         $          0  $          0  $        0

Expenses:

Administrative Expenses                    0             0          25
Bank Charges                              28            25         176
Legal And Accounting                   1,688         7,311      13,341
                                ------------  ------------  ----------
Total                                  1,716         7,336      13,542
                                ------------  ------------  ----------
Net (Loss) Before Other Income        (1,716)       (7,336)    (13,542)

Interest Expense                      (1,121)       (1,043)     (9,779)
                                ------------  ------------  ----------
Net (Loss)                      $     (2,837) $     (8,379) $  (23,321)
                                ============  ============  ==========
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 Cash Flows
----------------------------------------------------------------------
<CAPTION>
                                                             Inception
                                  Unaudited     Unaudited    January 1,
                                   3 Month       3 Month        1997
                                 Period Ended  Period Ended    Through
                                    March         March         March
                                  31, 1999      31, 1998      31, 1999
                                 ------------  ------------  ----------
<S>                              <C>           <C>           <C>        
Net (Loss)                       $     (2,837) $     (8,379) $  (23,321)

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                        (413)          311        (439)
Increase in Other
  Accrued Expenses                      1,121         1,043       9,775
                                 ------------  ------------  ----------
 Net Flows From Operations             (2,129)       (7,025)    (13,985)
                                 ------------  ------------  ----------
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                      371        (2,025)     (4,285)
Cash At Beginning Of Period               131         2,071       4,787
                                 ------------  ------------  ----------
Cash At End Of Period            $        502  $         46  $      502
                                 ============  ============  ==========

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

          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 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, 1997  500,000 $   50 $     59,950 $    (20,484)$(133,775) $(94,259)

Net (Loss) At
 March 31, 1999           0      0            0       (2,837)        0    (2,837)
                  --------- ------ ------------ ------------ ---------  --------

Balance At
  March 31, 1999    500,000 $   50 $     59,950 $    (23,321)$(133,775) $(97,096)
                  ========= ====== ============ ============ =========  ========










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


</TABLE>
                                        7

<PAGE>



3PM Holding Corp.
Notes To Unaudited Financial Statements
For The Three Month Period Ended March 31, 1999

Note 1 - Unaudited Financial Information

The unaudited financial  information included for the three month interim period
ended  March 31,  1999 were  taken  from the books and  records  of the  Company
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 three month period ended March 31, 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:  May 12, 1999


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




                                        9

<PAGE>


                                3PM HOLDING CORP.

                EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
                      FOR THE QUARTER ENDED MARCH 31, 1999


EXHIBITS                                                                Page No.

  EX-27           Financial Data Schedule.....................................11



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