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: September 30, 1999

                         Commission File Number: 0-23301



                              SPINPLANET.COM, INC.
        (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.)

                           801 E. Tahquitz Canyon Way
                                Palm Springs, CA
                    (Address of principal executive offices)

                                      92262
                                   (Zip Code)

                                 (760) 327-2424
                           (Issuer's Telephone Number)

                                3PM HOLDING CORP.
                      5650 Greenwood Plaza Blvd., Suite 216
                               Englewood, CO 80111
               (Former name and address of small business issuer)


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 September 30, 1999, was 500,000 shares.



<PAGE>



                                     PART I


ITEM 1.           FINANCIAL STATEMENTS.

         The unaudited  financial  statements for  the  nine  month period ended
September 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
Company's unaudited  financial  statements and notes thereto included herein. In
connection  with, and because it desires to take advantage of, the "safe harbor"
provisions of the Private Securities  Litigation Reform Act of 1995, the Company
cautions readers regarding  certain forward looking  statements in the following
discussion  and elsewhere in this report and in any other  statement made by, or
on the  behalf  of the  Company,  whether  or not in  future  filings  with  the
Securities and Exchange  Commission.  Forward looking  statements are statements
not  based on  historical  information  and which  relate to future  operations,
strategies, financial results or other developments.  Forward looking statements
are necessarily based upon estimates and assumptions that are inherently subject
to   significant   business,   economic  and   competitive   uncertainties   and
contingencies, many of which are beyond the Company's control and many of which,
with  respect  to future  business  decisions,  are  subject  to  change.  These
uncertainties and contingencies can affect actual results and could cause actual
results  to differ  materially  from  those  expressed  in any  forward  looking
statements  made by, or on behalf of, the  Company.  The Company  disclaims  any
obligation to update forward looking statements.

                  The Company generated no revenues during the nine month period
ended September 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.

Plan of Operation

         The  Company  intends to seek to acquire  assets or shares of an entity
actively engaged in business, in exchange for its securities.  As of the date of
this report,  management  of the Company has had  preliminary  discussions  with
potential merger or acquisition candidates, but there is no definitive agreement
between  the  Company and any third  party  relevant  thereto.  In the event the
Company  does  enter into an  agreement  with such a third  party,  the Board of
Directors does intend to obtain certain assurances of value of the target entity
assets prior to

                                        2

<PAGE>



consummating  such a  transaction,  with  further  assurances  that  an  audited
financial  statement would be provided within sixty days after closing of such a
transaction.  Closing  documents  relative thereto will include  representations
that the value of the assets  conveyed to or otherwise so  transferred  will not
materially differ from the  representations  included in such closing documents,
or the transaction will be voidable.

         The Company has no full time  employees.  The  Company's  President and
Secretary  have agreed to allocate a portion of their time to the  activities of
the Company,  without compensation.  These officers anticipate that the business
plan of the Company can be implemented by their devoting  approximately 20 hours
per month to the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by such officers.

         Because the Company  presently has nominal  overhead or other  material
financial  obligations,  management  of the Company  believes that the Company's
short term cash requirements can be satisfied by management  injecting  whatever
nominal  amounts of cash into the  Company to cover these  incidental  expenses.
There  are no  assurances  whatsoever  that  any  additional  cash  will be made
available to the Company through any means.

Subsequent Event

         Effective  October 7, 1999, the Company entered into a letter of intent
with Messrs.  Greg McDonald and Mark Bragg (the  "Sellers")  whereby the Company
has agreed in  principle to acquire an  exclusive  license to market  recordings
currently  owned by the Sellers on the Internet  (the  "Assets") in exchange for
issuance by the Company of previously  unissued  "restricted"  common stock. The
transaction  was  consummated  on October 29, 1999,  except that the  definitive
Agreement   was  between  the  Company  and   Shadowrock   Entertainment,   Inc.
("Shadowrock")  as Seller instead of Messrs.  McDonald and Bragg,  as subsequent
due  diligence  ascertained  that the true owner of the  Assets was  Shadowrock;
however,  Messrs.  Greg  McDonald  and Mark A.  Bragg own all of the  issued and
outstanding common shares of Shadowrock, equally.

         The relevant terms of the transaction were that the Company undertook a
"forward split" of its issued and outstanding common stock,  whereby 3 shares of
common  stock were issued in exchange  for each share of common stock issued and
outstanding  immediately  prior to the  acquisition  of the Assets,  in order to
establish the number of issued and  outstanding  common shares of the Company at
Closing to be 1,500,000 shares.  Thereafter, the Company issued to Shadowrock an
aggregate of 13,000,000  "restricted"  common shares (post split),  representing
approximately 90% of the Company's then outstanding common stock.


                                        3

<PAGE>



         Upon  consummation of the transaction,  the then officers and directors
of the Company  resigned  their  respective  positions with the Company and were
replaced by those persons  included in the Company's  Form 8-K dated October 29,
1999,  which is incorporated  herein as if set forth.  In addition,  the Company
changed its name to  "SpinPlanet.com,  Inc." A copy of the Agreement between the
Company and  Shadowrock  was included as Exhibit 10.2 to the Company's  Form 8-K
dated October 29, 1999, and is incorporated herein as if set forth.

Liquidity and Capital Resources

         The Company presently has nominal cash or cash equivalents. 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.

         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.

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

                                        4

<PAGE>




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.



                                        5

<PAGE>

<TABLE>


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

Current Assets - Cash                           $     458  $     131
                                                ---------  ---------
TOTAL ASSETS                                    $     458  $     131
                                                =========  =========
LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES

Accounts Payable Trade                          $   5,655  $   4,365
Notes Payable Related Party                        77,210     74,710
Accrued Interest Payable                           18,752     15,315
                                                ---------  ---------

Total Current Liabilities                         101,617     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                                (27,384)   (20,484)
                                                ---------  ---------
TOTAL SHAREHOLDERS' EQUITY                       (101,159)   (94,259)
                                                ---------  ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $     458  $     131
                                                =========  =========

          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 Operations
----------------------------------------------------------------------
<CAPTION>
                                                            Inception
                                 Unaudited     Unaudited    January 1,
                                  9 Month       9 Month       1997
                                Period Ended  Period Ended   Through
                                  September     September    September
                                  30, 1999      30, 1998     30, 1999
                                ------------  ------------  ----------
<S>                             <C>           <C>           <C>
Revenue                         $          0  $          0  $        0

Expenses:

Administrative Expenses                    0             0          25
Bank Charges                              74            81         222
Legal And Accounting                   3,389         8,661      15,043
                                ------------  ------------  ----------
Total                                  3,463         8,742      15,290
                                ------------  ------------  ----------
Net (Loss) Before Other Income        (3,463)       (8,742)    (15,290)

Interest Expense                      (3,437)       (3,204)    (12,094)
                                ------------  ------------  ----------
Net (Loss)                      $     (6,900) $    (11,946) $  (27,384)
                                ============  ============  ==========
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>







                                        7

<PAGE>

<TABLE>


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

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

Expenses:

Bank Charges                                         23            56
Legal And Accounting                                788           666
                                           ------------  ------------
Total                                               811           722
                                           ------------  ------------
Net (Loss) Before Other Income                     (811)         (722)

Other Income -Interest                           (1,158)       (2,161)
                                           ------------  ------------
Net (Loss)                                 $     (1,969) $     (2,883)
                                           ============  ============
Basic (Loss) Per
 Common Share                                    ($0.00)       ($0.01)
                                           ============  ============
Weighted Average Common Shares
 Outstanding                                    500,000       500,000
                                           ============  ============













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

</TABLE>


                                        8

<PAGE>

<TABLE>


3PM Holding Corp.
(A Development Stage Company)
Unaudited Statement Of Cash Flows
----------------------------------------------------------------------
<CAPTION>
                                                             Inception
                                  Unaudited     Unaudited    January 1,
                                   9 Month       9 Month        1997
                                 Period Ended  Period Ended    Through
                                  September     September     September
                                  30, 1999      30, 1998      30, 1999
                                 ------------  ------------  ----------
<S>                              <C>           <C>           <C>
Net (Loss)                       $     (6,900) $    (11,946) $  (27,384)

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

Debt paid by shareholder on
 behalf of Company                          0         5,000           0

Changes In Operating
Assets And Liabilities:

Increase (Decrease) in
  Account Payable                       1,290         1,671       1,264
Increase in Other
  Accrued Expenses                      3,437         3,204      12,091
                                 ------------  ------------  ----------
 Net Flows From Operations             (2,173)       (2,071)    (14,029)
                                 ------------  ------------  ----------
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             0       9,700
                                 ------------  ------------  ----------
Cash Flows From Financing               2,500             0       9,700
                                 ------------  ------------  ----------
Net Increase In Cash                      327        (2,071)     (4,329)
Cash At Beginning Of Period               131         2,071       4,787
                                 ------------  ------------  ----------
Cash At End Of Period            $        458  $          0  $      458
                                 ============  ============  ==========

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

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

</TABLE>

                                        9

<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
 September 30, 1999            0      0            0       (6,900)        0     (6,900)
                       --------- ------ ------------ ------------ ---------  ---------

Balance At
 September 30, 1999      500,000 $   50 $     59,950 $    (27,384)$(133,775) $(101,159)
                       ========= ====== ============ ============ =========  =========










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

</TABLE>

                                       10

<PAGE>



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


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

The unaudited financial  information included for the three month and nine month
interim  period ended  September  30, 1999 were taken from the books and records
without audit.  However,  such information reflects all adjustments  (consisting
only 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 nine month period ended September 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.


                                       11

<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.

                                        SPINPLANET.COM, INC.
                                        (Registrant)

                                        Dated:  November 4, 1999



                                        By:  s/Greg McDonald
                                            -----------------------------------
                                            Greg McDonald,
                                            Chief Executive Officer




                                       12

<PAGE>


                              SPINPLANET.COM, INC.

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

EXHIBITS                                                                Page No.

  EX-27  Financial Data Schedule..............................................14



                                       13