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

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 1999

                                       or

[    ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15D  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

            For the transition period from ____________ to __________


                         Commission File Number: 0-3825

                               MPEL HOLDINGS CORP.
         (Exact name of registrant as specified in its current charter)

             NEW YORK                                   22-1842747
   (State or other jurisdiction                      (I.R.S. Employer
 of incorporation or organization)                   Identification No.)

                    25 Melville Park Road, Melville, NY 11747
    (Address of registrant's principal executive offices including Zip Code)

                                 (516) 364-2700
              (Registrant's telephone number, including area code)

                                    No Change
    (Former name, former address and former fiscal year if changed since last
                                    report)

     Indicated  by check mark whether the  registrant  (1) has filed all reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 [ ].

     As of September 30, 1999, the registrant had 11,201,142 shares  outstanding
of common stock, $.01 par value.

<PAGE>




                       MPEL HOLDINGS CORP. AND SUBSIDIARY

                                  Form 10 - QSB

                                      Index

<TABLE>
<CAPTION>


   Part I:  Financial information

<S>                                                                                                           <C>
         Item 1.  Financial statements                                                                        Page No.

                     Condensed Consolidated Balance Sheet at September 30, 1999
                     (Unaudited)                                                                              3

                     Condensed Consolidated Statements of Operations for the
                     Three and Nine Months Ended September 30, 1999 and 1998 (Unaudited)                      4

                     Condensed Consolidated Statements of Cash Flows for the
                     Three and Nine Months Ended September 30, 1999 and 1998 (Unaudited)                      5

                     Notes to Condensed Consolidated Financial Statements
                     (Unaudited)                                                                              6

         Item 2.  Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                                                      6


   Part II:  Other Information

         Item 1.  Legal Proceedings                                                                           10

         Item 2.  Changes in Securities                                                                       10

         Item 3.  Defaults upon Senior Securities                                                             10

         Item 4.  Submission of Matter to a Vote of Security Holders                                          10

         Item 5.  Other Information                                                                           10

         Item 6.  Exhibits and Reports on Form 8-K                                                            10


   Signatures                                                                                                 11
</TABLE>
<PAGE>



                          Part 1. Financial Information
Item 1.   Financial Statements

                       MPEL HOLDINGS CORP. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


                                                 September 30,
                                                    1999
                                                ------------
Assets
Cash and cash equivalents ...................   $    443,480
Mortgage loans held for sale ................      5,290,387
Due from mortgage loan investors ............      4,262,167
Other receivables and other assets ..........      1,583,966
Deferred financing costs ....................        368,738
Due from related parties ....................        276,625
Property and equipment-net ..................        558,337
                                                ------------
                                                $ 12,783,700
                                                ============


Liabilities and Stockholders' Equity
Liabilities:
Warehouse lines of credit ...................   $  3,922,914
Loans closed to be disbursed ................      2,535,000
Notes payable ...............................      1,188,029
Subordinated debt ...........................        320,500
Obligation under capital lease ..............         44,514
Accounts payable and accrued liabilities ....        504,120
                                                ------------
         Total liabilities ..................   $  8,515,077
                                                ------------

Stockholders' Equity:
Common stock-$.01 par value; authorized
 15,000,000 shares; issued 11,894,142 shares;
 outstanding 11,894,142 .....................        118,941
Additional paid-in capital ..................      6,329,964
Accumulated deficit .........................     (2,040,282)
Treasury stock, at cost (693,000 shares) ....       (140,000)
                                                ------------
         Total stockholders' equity .........      4,268,623
                                                ------------
                                                $ 12,783,700
                                                ============

      See accompanying notes to condensed consolidated financial statements

<PAGE>

                       MPEL HOLDINGS CORP. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>



                                      Three Months Ended              Nine Months Ended
                                         September 30,                  September 30,
                                     1999            1998            1999           1998
                                 ------------    ------------    ------------   ------------

Revenue
<S>                              <C>             <C>             <C>            <C>
Mortgage origination, net ....   $  1,970,635    $  2,199,956    $  5,991,545   $  6,644,409
Interest earned ..............        304,080         281,906         817,330        853,026
                                 ------------    ------------    ------------   ------------
         Total Revenue .......      2,274,715       2,481,862       6,808,875      7,497,435
                                 ------------    ------------    ------------   ------------

Expenses
Commission, wages and benefits        867,904       1,925,126       2,984,285      5,428,087
Selling and administrative ...        707,576         734,064       2,025,953      2,628,010
Interest expense .............      1,056,060         433,803       1,990,822      1,291,896
                                 ------------    ------------    ------------   ------------
         Total Expenses ......      2,631,540       3,092,993       7,001,060      9,347,993
                                 ------------    ------------    ------------   ------------
Net income ...................   $   (356,825)   $   (611,131)   $   (192,185)  $ (1,850,558)
                                 ============    ============    ============   ============

Per share data:
Net loss per common
  share - basic and diluted ..   $      (0.03)   $      (0.07)   $      (0.02)  $      (0.22)
                                 ============    ============    ============   ============
Weighted-average number
  of shares outstanding ......     11,201,142       9,214,969      11,201,142      8,591,486
                                 ============    ============    ============   ============


      See accompanying notes to condensed consolidated financial statements
</TABLE>
<PAGE>


                       MPEL HOLDINGS CORP. AND SUBSIDIARY
                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                            Nine Months Ended
                                                                                               September 30,
                                                                                       1999                      1998
                                                                                    ----------                ----------
Cash flow from operating activities:
<S>                                                                                  <C>                     <C>
  Net income (loss) ............................................................     $(192,185)              $(1,850,558)
  Adjustment to reconcile net income (loss)
    to net cash used in operating activities:
    Compensation charges relating to shares
      acquired by the principal stockholders ...................................                                 341,232
    Depreciation ...............................................................       103,331                    91,283
    Amortization of notes payable discount .....................................     1,158,356                   271,132
    Net changes in:
      Mortgage loans held for sale .............................................    (1,871,626)               (1,322,123)
      Due from mortgage loan investors .........................................     7,061,766                 1,215,713
      Other receivables and other assets .......................................       278,828                   526,809
         Accounts payable and accrued liabilities ..............................      (721,230)                  103,488
                                                                                   -----------               -----------
         Net cash (used in) provided by operating activities ...................     5,817,240                  (623,024)
                                                                                   -----------               -----------
Cash flow from investing activities:
  Purchase of fixed assets .....................................................       (11,863)                 (253,340)
                                                                                   -----------               -----------
         Net cash used in investing activities .................................       (11,863)                 (253,340)
                                                                                   -----------               -----------
Cash flow from financing activities:
  Net change in warehouse line of credit .......................................    (4,464,271)                  454,163
  Net change in loans closed to be disbursed ...................................    (3,019,800)                 (459,714)
  Bank overdraft included in accounts payable ..................................                                 285,878
  Advances from related parties ................................................       103,479                   (20,000)
  Proceeds from notes payable ..................................................     2,250,000
  Repayment of notes payable ...................................................      (362,513)                 (620,885)
  Repayment of obligation under capital lease ..................................       (57,383)                  (68,532)
  Deferred financing costs .....................................................      (280,003)                  122,283
  Net proceeds from sale of stock ..............................................                               2,018,607
  Stock subscription receivable ................................................       440,000
  Change in subordinated debt ..................................................       (57,500)                 (500,000)
                                                                                   -----------               -----------
         Net cash (used in) provided by financing activities                        (5,447,991)                1,211,800
                                                                                   -----------               -----------
Net increase in cash and cash equivalents ......................................       357,386                   335,436
Cash and cash equivalents at beginning of period ...............................        86,094                   377,709
                                                                                   -----------               -----------
Cash and cash equivalents at the end of period .................................   $   443,480               $   713,145
                                                                                   ===========               ===========


Supplemental disclosure of cash flow information: Cash paid during the year for:
         Interest ..............................................................   $   832,466               $   914,366
                                                                                   ===========               ===========

      See accompanying notes to condensed consolidated financial statements
</TABLE>


<PAGE>


                       MPEL HOLDINGS CORP. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1999
                                   (Unaudited)


1.   Basis of Presentation

     The accompanying  condensed  consolidated  financial statements include the
accounts of MPEL Holdings Corp. and its wholly-owned  subsidiary,  Mortgage Plus
Equity and Loan  Corp.  (collectively,  the  "Company").  The  Company is a full
service retail mortgage  banking company  providing a broad range of residential
mortgage products, since 1987, (including first mortgages,  second mortgages and
home  equity  loans) to (i) prime,  or "A"  credit,  borrowers  who  qualify for
conventional  mortgages  (including  loans  which  conform to the  standards  of
certain institutional  investors,  such as Federal National Mortgage Association
("FNMA") and Federal Home Loan Mortgage Corporation  ("FHLMC"));  (ii) borrowers
who are classified as sub-prime,  or B/C credit  borrowers;  and (iii) borrowers
who qualify for mortgage insured by the Federal Housing  Administration  ("FHA")
or guaranteed by the Veterans  Administration ("VA"). The Company is an approved
nonsupervised mortgagee for the U.S. Department of Housing and Urban Development
and originates  substantially all of its mortgage loans in New York, New Jersey,
Missouri, Connecticut, Ohio and Puerto Rico.

2.   Interim Financial Statements

     The results of  operations  for the three and the nine ended  September 30,
1999 are not necessarily  indicative of results to be expected for the remainder
of the fiscal year.  The figures  contained in this interim report are unaudited
and may be  subject  to  year-end  adjustments.  Certain  information  and  note
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant to rules and regulations of the Securities and Exchange Commission.  In
the opinion of management,  all adjustments necessary for a fair presentation of
financial position and results of operations have been included,  such as normal
accruals and elimination of significant  intercompany balances and transactions,
in consolidation.

     It is suggested that these financial statements be read in conjunction with
financial  statements and notes thereto  included in the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1998.

3.   Revenue Recognition

     The  Company  sells  whole  mortgage  loans  and pools of  mortgage  loans,
servicing released,  on a non-recourse basis.  Mortgage origination fees, net of
direct loan origination  costs, are deferred and included in mortgage loans held
for  sale,  until  the loans  are  sold.  Revenue  recognition  from the sale of
mortgage  loans on a  non-recourse  basis  occurs  when the loans are shipped to
investors  pursuant to sale  commitments.  Mortgage  origination  revenue is the
differential  between  the sale  proceeds  including  premium,  if any,  and the
carrying amount of the mortgage.


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
     of Operations.

     The  following  discussion  and  analysis of the  financial  condition  and
results of  operations  of the Company  should be read in  conjunction  with the
Company's Condensed Consolidated Financial Statements included in Item 1 of this
Form 10-QSB.

Forward-looking Statements

     Certain statements contained herein constitute  forward-looking  statements
within the meaning of Section 27A of the  Securities  Act and Section 21E of the
Exchange Act. Such statements include,  without limitation,  statement regarding
business and financing plans,  business trends and future operating revenues and
expenses.  Although the Company believes that the expectations reflected in such
statements are reasonable,  it can give no assurance that such expectations will
prove to be correct.  Forward-looking statements are typically identified by the
words: believe, expect, anticipate, intend, estimate and similar expressions, or
which by their nature refer to future events.

     The company cautions investors that any forward-looking  statements made by
the  Company  are not  guarantees  of future  performance,  and that the  actual
results may differ materially from those in the forward-looking  statements as a
result  of  various  factors,  including  but  not  limited  to:  (i)  increased
competition; (ii) increase in unemployment or other changes in domestic economic
conditions which adversely effect the sale of new and used homes;  (iii) changes
in interest rates;  (iv) changes in government  regulations  effecting  consumer
credit;  and (v) other risk factors identified in the Company's filings with the
Securities and Exchange  Commission,  including under the caption "Risk Factors"
in its most recent Registration Statement on Form SB-2. Subsequent,  written and
oral forward-looking statements attributable to the Company or persons acting on
its behalf are  expressly  qualified  by the  precautionary  statements  in this
paragraph and elsewhere in this Form 10-QSB.

Results of Operations

Three  Months  Ended  September  30,  1999  Compared to the Three  Months  Ended
September 30, 1998

     Mortgage  origination.  Mortgage loan  origination  volume  increased $16.5
million or 36.7% to $61.5 million during the three month period ended  September
30,  1999 from  $45.0  million  during  the  corresponding  period of 1998.  The
increase in mortgage  loan  origination  volume was  primarily  due to increased
origination  volume  at  existing  branches  which  resulted  from  an  expanded
marketing campaign, including increased telemarketing,  radio exposure, internet
presence and loan  officers,  and was partially  offset by a reduction of volume
resulting from the closing of six branches.

     Revenue.  Mortgage origination revenue, net, decreased $229,321 or 10.4% to
$2.0 million.  The decrease was due to decreased  margins on B/C loans partially
offset by an increase in overall volume.  Interest income increased $22,174,  or
7.9% to $304,080.  The increase  was due to higher  interest  rates on the loans
during the period.

     Expenses.  Commissions, wages and benefits decreased $1.1 million, or 54.9%
to $867,904.  The decrease in commissions,  wages and benefits was primarily due
to a  reduction  of staff  resulting  from the  closing of six  branches.  As of
September 30, 1999, the Company had 81 employees as compared to 153 employees as
of September 30, 1998.  Selling and  administrative  expenses,  which consist of
marketing, occupancy, supplies, selling and other expenses decreased $26,488, or
3.6%  to  $707,576.  This  decrease  was due  primarily  to the  closing  of six
branches.  Interest expense increased $622,257, or 143.4%, to $1.1 million. This
increase  was due to  amortization  of the  convertible  debentures  discount of
$849,902,  partially  offset by a reduction in interest on the warehouse line of
credit due to lower borrowings.

     Net loss.  During the three month period ended September 30, 1999, net loss
decreased  $254,306 compared to the three month period ended September 30, 1998.
This decrease is primarily the result of the decrease in commissions,  wages and
benefits related to the closing of six branch locations, and is partially offset
by a $849,902 noncash charge related to the issuance of convertible debentures.


Nine Months Ended September 30, 1999 Compared to the Nine Months Ended September
30, 1998

     Mortgage  origination.  Mortgage loan  origination  volume  increased $11.0
million or 7.7% to $154.8 million  during the nine month period ended  September
30, 1999 from  $143.8  million  during the  corresponding  period of 1998.  This
increase in mortgage  loan  origination  volume was  primarily  due to increased
origination  volume  at  existing  branches  which  resulted  from  an  expanded
marketing campaign, including increased telemarketing,  radio exposure, internet
presence and loan  officers,  and was partially  offset by a reduction of volume
resulting from the closing of six branches.

     Revenue.  Mortgage  origination,  net,  decreased  $652,864 or 9.8% to $6.0
million.  The  decrease  was due to  decreased  margins on B/C loans,  partially
offset by an increase in overall volume.  Interest income decreased $35,696,  or
4.2% to $817,330.  The decrease  resulted from lower  balances of loans held for
sale and due from loan investors, as compared to the corresponding period of the
prior year.

     Expenses.  Commissions,  wages and benefits decreased $2.4 million or 45.0%
to $3.0 million.  The decrease in commissions,  wages and benefits was primarily
due to a reduction of staff  resulting  from the closing of six branches.  As of
September 30, 1999, the Company had 81 employees as compared to 153 employees as
of September 30, 1998.  Selling and  administrative  expenses,  which consist of
marketing,  occupancy,  supplies, selling and other expenses decreased $602,057,
or 22.9% to $2.0 million.  This decrease was due primarily to the closing of six
branches.  Interest expense increased $698,926,  or 54.1% to $2.0 million.  This
increase was due to amortization of the convertible  debentures discount of $1.2
million which was  partially  offset by a reduction of interest on the warehouse
line of credit due to lower borrowings.

     Net loss.  During the nine month period ended  September  30, 1999 net loss
decreased  $1.7 million  compared to the nine month period ended  September  30,
1998.  This  decrease is the result of the decrease in expenses  relating to the
closing  of  six  branch  locations.  In  addition,  although  interest  expense
increased,  the increase was the result of a $1.2 million noncash charge related
to the issuance of convertible debentures, substantially offset by the reduction
in overall borrowing levels. Excluding the noncash charge in connection with the
issuance of convertible  debentures,  the Company  earned  $966,171 for the nine
month period.


Liquidity and Capital Resources

     The Company's primary  operating cash  requirements  include the funding or
payment of: (i) mortgage loan  originations  pending  their sale;  (ii) interest
expense incurred on warehouse and other financing;  (iii) capital  expenditures;
(iv)  personnel  and  commission  costs;  and (v) other  ongoing  operating  and
administrative expenses. The Company generates cash flow from fees received from
its borrowers  for mortgage  originations,  the sale of mortgage  loans into the
secondary market and interest income on loans held for sale. The Company must be
able to sell loans and obtain  adequate  credit  facilities and other sources of
funding in order to continue to originate loans.


     Management   expects  to  increase   its   production   of  mortgage   loan
originations,  through, among other things, increased advertising and promotion,
expanded  telemarketing  capabilities and continued  expansion into new markets.
This expected increase in mortgage loan originations is expected to be funded by
cash flow from operations and increased  borrowings under warehouse  facilities.
To the extent that additional borrowings under the warehouse facilities or other
arrangements  are not available on satisfactory  terms, the Company will explore
alternative  means of financing,  including  raising capital through  additional
offerings of securities.

     In September, 1998, the Company entered into a $7 million warehouse line of
credit with Bouclier Vert Limite,  L.L.C.  d/b/a Green Shield  Limited,  L.L.C.,
expiring  September 1, 1999,  and  renewable  annually,  which was  subsequently
increased by amendment to $10 million.  On June 14, 1999,  Green Shield notified
the Company  that the Company was past due on and in default of the Green Shield
line of credit,  which required the repayment by the Company of monies  advanced
to the Company by Green Shield upon earlier of the sale of  underlying  loans by
the Company or 45 days from the date on which the Company  funds a mortgage loan
with monies advanced by Green Shield.  On August 13, 1999,  Green Shield filed a
compliant  against  the  Company  in New York  State  Supreme  Court,  County of
Suffolk,  alleging, that the Company has breached its agreement. Green Shield is
seeking  repayment of monies  advanced to the Company,  together  with  interest
thereon, as well as punitive damages,  and possession of certain documents which
induce mortgage loans funded by monies advanced by Green Shield.

     The Company has filed an answer and counterclaim in which it denies each of
the   foregoing   allegations   and  alleges   Green   Shield  made   fraudulent
misrepresentations  to the  Company in order to induce the Company to enter into
the line of credit, and further alleges Green Shield is in breach of contract on
the line of credit.

     The  Company is  vigorously  defending  itself  against the action by Green
Shield,  and believes  the Company is likely to prevail on the merits,  although
there  can be no  assurance  of  such  outcome.  However,  a  verdict  or  other
resolution  against the Company with respect to the Green Shield suit could have
a  material  adverse  effect on the  business  and  financial  condition  of the
Company.

     In February, 1999, The Company entered into a $10 million warehouse line of
credit  with a lender.  This  warehouse  line of credit may be  canceled  by the
lender  upon  30  days  notice.  The  warehouse  line of  credit  is  personally
guaranteed  by  the  Company's  principal   shareholders  and  contains  certain
covenants  requiring,  among other things,  minimum  adjusted net worth,  and is
collaterized  by  specific  mortgage  loans held for sale and  amounts  due from
investors. Interest is variable, based on the prime rate and type of collateral.
This  revolving  credit  facility,  permits the  Company to borrow to  originate
mortgage loans, repay and borrow again to originate  additional  mortgage loans.
Interest is charged on the outstanding principal balance. The Company expects to
be able to renew or replace the  existing  warehouse  line when the current term
expires.

     The  Company is required to comply with  various  operating  and  financial
covenants as provided in the agreement  described  above which are customary for
agreement of its type. The Company does not believe that its existing  financial
covenants will restrict its operations or growth. The continued  availability of
funds  provided to the Company under this  agreement is subject to the Company's
continued  compliance  with  these  covenants.  Management  believes  it  is  in
compliance  with all such covenants  under these  agreements as of September 30,
1999.

     On June 14, 1999, the Company sold convertible  debentures in the aggregate
principal  amount of  $2,250,000  convertible  on or prior to June 14,  2003 and
convertible  into  common  stock at the  lesser of $0.60 per share or 70% of the
closing market value on the conversion  date, as defined.  Unless the Company is
in default,  at maturity the  outstanding  debentures  convert to the  Company's
common  stock.  Interest  at 10% per  annum is  payable  in cash or in shares of
common stock of the Company,  at the holders'  option.  In  connection  with the
debentures  the  Company  issued  warrants to  purchase  2,437,500  shares at an
exercise price of $0.60 and 225,000 shares at an exercise price of $0.85.

Year 2000 Compliance

     The Company  recognizes  the need to ensure that its operations and systems
(including   information   technology  ("IT")  and  non-information   technology
("non-IT")  systems  will  not be  adversely  affected  by Year  2000  ("Y2000")
hardware and software  issues.  The Y2000  problem is the result of the computer
programs  being  written  using two  digits  (rather  than  four) to define  the
applicable  years.  Any of the  Company's  programs  that have  time-  sensitive
software  may  recognize  the date using "00" as the year 1900  rather  than the
2000,  which  could  result in  miscalculations  or system  failures.  The Y2000
problem affects the Company's installed computer systems,  software applications
and other business systems that have time sensitive programs.

     The Company has conducted a review of its IT and non-IT systems to identify
those systems that could be affected by the Y2000 problem.  Modifications to the
Company's  system as a result of the findings  have been  completed.  Testing of
these  modifications will be completed by September 1999. If the Company's major
suppliers,  or others, with whom the Company does business,  experience problems
related to the Y2000 issues,  the  Company's  business,  financial  condition or
results of  operations  could be  materially  adversely  affected.  Based on its
current  estimates and  information  currently  available,  the Company does not
anticipate  that the costs  associated  with  Y2000  compliance  issues  will be
material to the Company's financial position or results of operation.

     The  Company  believes  that its Y2000  project  will  allow it to be Y2000
compliant  in a timely  manner.  There can be no  assurance,  however,  that the
Company's  information system or those of a third party on the which the Company
relies will be Y2000  compliant by year 2000. An  interruption  of the Company's
ability to conduct its business due to a Y2000  readiness  problem  could have a
material  adverse  affect on the  Company's  business,  operations  or financial
condition.  There can be no guarantee that the Company's  Y2000 goals or expense
estimates will be achieved, and actual results could differ.

<PAGE>

Part II.  Other Information

Item 1.  Legal Proceedings.

     On June 14, 1999,  Green  Shield  notified the Company that the Company was
past due on and in default of the Green  Shield line of credit,  which  requires
the  repayment by the Company of monies  advanced to the Company by Green Shield
upon the earlier of the sale of underlying  loans by the Company or 45 days from
the date on which the  Company  funds a mortgage  loan with  monies  advanced by
Green  Shield.  On August 13, 1999,  Green Shield filed a complaint  against the
Company in New York State Supreme Court, County of Suffolk,  alleging,  that the
Company has breached its agreement.  Green Shield is seeking repayment of monies
advanced to the Company,  together  with interest  thereon,  as well as punitive
damages,  and possession of certain documents which induce mortgage loans funded
by monies advanced by Green Shield.

     The Company has filed an answer and counterclaim in which it denies each of
the   foregoing   allegations   and  alleges   Green   Shield  made   fraudulent
misrepresentations  to the  Company in order to induce the Company to enter into
the line of credit, and further alleges Green Shield is in breach of contract on
the line of credit.

     The  Company is  vigorously  defending  itself  against the action by Green
Shield,  and believes  the Company is likely to prevail on the merits,  although
there  can be no  assurances  of such  outcome.  However,  a  verdict  or  other
resolution  against the Company with respect to the Green Shield suit could have
a  material  adverse  effect on the  business  and  financial  condition  of the
Company.

     In  addition,  the  Company  is  involved  as  a  party  to  certain  legal
proceedings  incidental  to its  business,  the  outcomes of which,  the Company
believes,  will not  have a  material  effect  upon its  business  or  financial
condition.

Item 2.  Change in Securities.      None

Item 3.  Defaults Upon Senior Securities.  None

Item 4.  Submission to a Vote of Security Holders.  None

Item 5.  Other Information.  None

Item 6.  Exhibits and reports on Form 8-K.

         a)  Exhibits:                27.1 Financial Data Schedule

         b) Reports on Form 8-K: None.
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  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.


                                            MPEL HOLDINGS CORP.
                                            (Registrant)


Dated:  November 15, 1999              By:/s/ STEVEN M. LATESSA
                                          ------------------------
                                          STEVEN M. LATESSA
                                          President and  Chief Executive Officer
                                          (Principal Executive Officer)


Dated:  November 15, 1999              By:/s/ CARY WOLEN
                                          -----------------
                                          CARY WOLEN
                                          Chief Operating Officer and Treasurer
                                          (Principal Financial Officer and
                                           Principal Accounting Officer)