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

                                   FORM 10-QSB/A

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

                  For the quarterly period ended June 30, 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 June 30, 1999, the registrant  had 11,201,142  shares  outstanding of
common stock, $.01 par value.

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




     Expenses. Commissions, wages and benefits decreased $1,203,589, or 55.3% to
$1.0 million. The decrease in commissions,  wages and benefits was primarily due
to a reduction of staff  resulting from the closing of five branches and, in the
three  months  ended June 30,  1998,  the Company  incurred a one time charge of
$341,000 relating to the principal  shareholders  purchasing the Company's stock
from another shareholder below the May 1998 offering price. As of June 30, 1999,
the Company had 95 employees  as compared to 155  employees as of June 30, 1998.
Selling and  administrative  expenses,  which consist of  marketing,  occupancy,
supplies,  selling and other expenses decreased $222,292,  or 33.7% to $437,573.
This  decrease  was due  primarily  to the  closing of five  branches.  Interest
expense  increased  $123,031,  or 22.3%,  to $675,531.  This increase was due to
amortization  of the  convertible  debentures  discount  of  $308,000  which was
partially offset by a reduction in interest on the warehouse lines of credit due
to lower borrowings.

     Net income.  During the three month  period  ended June 30, 1999 net income
increased  $823,323 compared to the three month period ended June 30, 1998. This
increase  is  primarily  the result of the  decrease in  commissions,  wages and
benefits  related to the  closing  of 5 branch  locations,  a one time  $341,000
compensation  charge in the three  months  ended June 30 1998,  and is partially
offset by a $308,000  noncash  charge  related to the  issuance  of  convertible
debentures.


     Six Months  Ended June 30, 1999  Compared to the Six Months  Ended June 30,
1998

     Mortgage  origination.  Mortgage loan  origination  volume  decreased  $5.5
million or 5.6% to $93.3 million during the six month period ended June 30, 1999
from $98.8 million  during the  corresponding  period of 1998.  This decrease in
mortgage  loan  origination  volume  was  primarily  due to the  closing of five
branches,  partially offset by increased origination volume at existing branches
which   resulted  from  expanded   marketing   campaign,   including   increased
telemarketing, television exposure and loan officers.

     Revenue.  Mortgage  origination,  net,  decreased  $423,543 or 9.5% to $4.0
million.  The decrease was due to decreased margins on B/C loans and a reduction
in overall volume.  Interest income decreased $57,870, or 10.1% to $513,250. The
decrease was due to a reduction of overall volume.

     Expenses.  Commissions, wages and benefits decreased $1,386,580 or 39.6% to
$2.1 million. The decrease in commissions,  wages and benefits was primarily due
to a reduction of staff resulting from the closing of five branches.  As of June
30, 1999,  the Company had 95 employees as compared to 155  employees as of June
30, 1998.  Selling and  administrative  expenses,  which  consist of  marketing,
occupancy,  supplies, selling and other expenses decreased $575,569, or 30.4% to
$1,318,377.  This decrease was due primarily to a one time $341,000 compensation
charge in the three  month  period  ended June 30,  1998 and the closing of five
branches. Interest expense increased $76,669, or 8.9% to $934,762. This increase
was due to amortization of the convertible debentures discount of $308,000 which
was partially offset by a reduction of interest on the warehouse lines of credit
due to lower borrowings.

     Net  income.  During the six month  period  ended June 30,  1999 net income
increased  $1,404,067 compared to the six month period ended June 30, 1998. This
increase is the result of a one time $341,000  compensation  charge in the three
months  ended June 30,  1998 and of the  decrease  in  expenses  relating to the
closing of 5 branch locations. In addition, although interest expense increased,
the increase was the result of a $308,000 noncash charge related to the issuance
of  convertible  debentures,  substantially  offset by the  reduction in overall
borrowing levels.

     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 October,  1998, the Company entered into a $10 million warehouse line of
credit expiring September 1, 1999,  renewable annually.  In February,  1999, The
Company  entered into an additional  $10 million  warehouse  line of credit with
another lender. This warehouse line of credit may be canceled by the lender upon
30 days notice.  The warehouse lines of credit are personally  guaranteed by the
Company's principal shareholders and contain certain covenants requiring,  among
other  things,  minimum  adjusted net worth,  and are  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. These revolving credit
facilities,  permit 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 lines when the current terms expire.

     The  Company is required to comply with  various  operating  and  financial
covenants as provided in the agreements  described above which are customary for
agreement  of their  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 these  agreements 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 June
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 warrants to purchase  225,000 shares at an exercise
price of $0.85.


<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:  August 20, 1999             By:/s/ STEVEN M. LATESSA
                                       ------------------------
                                       STEVEN M. LATESSA
                                       President and  Chief Executive Officer



Dated:  August 20, 1999             By:/s/ CARY WOLEN
                                       -----------------
                                       CARY WOLEN
                                       Treasurer and Principal Financial Officer