UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

             [X] QUARTERLY REPORT UNDER SECTION 13 AND 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED: March 31, 1999

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15D OF THE
                       SECURITIES AND 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 principal executive offices)

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


                                       N/A
         (Former Name and former Address, 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 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 April 30, 1999, the registrant had 11,201,142  shares  outstanding of
common  stock,  $.01 par value.  The shares of common stock  represent  the only
class of common stock of the registrant.


<PAGE>


                       MPEL HOLDINGS CORP. AND SUBSIDIARY

                                  FORM 10 - QSB

                      For the quarter ended March 31, 1999

                                      Index

<TABLE>
<CAPTION>
<S>                                                                             <C>
                    
PART I:  FINANCIAL INFORMATION

         Item 1.  FINANCIAL STATEMENTS                                          PAGE
                                                                                
                  Condensed Consolidated Balance Sheets at
                  March 31, 1999 (Unaudited) and December 31, 1998              3

                  Condensed Consolidated Statements of Operations for the
                  Three Months Ended March 31, 1999 and 1998(Unaudited)         4

                  Condensed Consolidated Statements of Cash Flows for the
                  Three Months Ended March 31, 1999 and 1998 (Unaudited)        5

                  Notes to Condensed Consolidated Financial Statements
                  (Unaudited)                                                   7

         Item 2.  Management's Discussion and Analysis of Financial
                       Condition and Results of Operations                      7


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

                                  FORM 10 - QSB

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                       March 31,                 December 31,
                                                                        1999                         1998
                                                                       ---------                 -----------
<S>                                                                     <C>                       <C>
ASSETS

         Cash and cash equivalents                                     $   152,264              $    86,094
         Mortgage loans held for sale                                    3,207,051                3,418,761
         Due from investors                                             11,725,931               11,323,933
         Other receivables and other assets                              1,677,068                1,862,794
         Deferred offering costs                                           108,901                        0
         Stock subscription receivable                                           0                  430,000
         Due from related parties                                          248,626                  520,104
         Property and equipment-net                                        624,753                  649,805
                                                                       -----------              -----------
                                                                       $17,744,594              $18,291,491
                                                                       ===========              ===========

LIABILITIES & STOCKHOLDERS' EQUITY

LIABILITIES
         Warehouse lines of credit                                     $11,304,301              $10,922,185
         Loans closed to be disbursed                                    2,742,250                3,019,800
         Notes Payable                                                     157,206                  431,589
         Subordinated debt                                                 320,500                  378,000
         Obligation under capital lease                                     67,052                  101,897
         Accounts payable and accrued expenses                             917,945                1,150,350
                                                                        ----------               ----------
           Total liabilities                                            15,509,254               16,003,821
                                                                        ----------               ----------

STOCKHOLDERS' EQUITY
         Common  stock-$.01  par value;  authorized
         15,000,000  shares;  issued 11,894,142;
         outstanding  11,894,142  and  11,201,142  shares  at
         December 31, 1998 and March 31, 1999,
         respectively.                                                     118,941                  118,941
         Additional paid-in capital                                      4,026,826                4,026,826
         Accumulated deficit                                            (1,760,427)              (1,848,097)
         Treasury stock, at cost                                          (140,000)                       0
         Stock subscription receivable                                     (10,000)                 (10,000)
                                                                        -----------              -----------
                                                                         2,235,340                2,287,670
                                                                        -----------              -----------
                                                                       $17,744,594              $18,291,491
                                                                       ===========              ============

</TABLE>
                                       3
<PAGE>


                       MPEL HOLDINGS CORP. AND SUBSIDIARY

                                  FORM 10 - QSB

                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                               Three Months Ended
                                                                                     March 31,
                                                                          1999                     1998
                                                                       ----------                ----------
<S>                                                                    <C>                       <C>
REVENUE
         Mortgage Origination, net                                     $ 2,119,266               $ 2,100,339
         Interest earned                                                   251,892                   277,705
                                                                       -----------                ----------
TOTAL REVENUE                                                            2,371,158                 2,378,044
                                                                       -----------                ----------

EXPENSES:
         Commission, wages and benefits                                  1,143,453                 1,315,783
         Selling and administrative                                        880,804                 1,131,081
         Interest expense                                                  259,231                   419,254
                                                                       -----------                 ---------
TOTAL EXPENSES                                                           2,283,488                 2,866,118
                                                                       -----------                 ---------
NET INCOME (LOSS)                                                          $87,670                 (488,074)
                                                                       ===========                 =========

         BASIC AND DILUTED INCOME (LOSS) PER SHARE                           $0.01                   $(0.06)
                                                                       ===========                 =========

         WEIGHTED AVERAGE NUMBER OF COMMON
           SHARES OUTSTANDING                                           11,624,642                8,153,685
                                                                       ===========                =========

</TABLE>
                                       4
<PAGE>


                       MPEL HOLDINGS CORP. AND SUBSIDIARY

                                  FORM 10 - QSB

                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                                      March 31,
                                                                             1999                 1998
                                                                          ----------           ----------
<S>                                                                       <C>                   <C>
CASH FLOW FROM OPERATING ACTIVITIES
         Net income (loss)                                                $ 87,670             $(488,074)
         Adjustments to reconcile net loss
         to net cash used in operating activities
         Depreciation                                                       31,296                27,357
         Amortization of notes payable discount                             37,582               113,661
         Net changes in:
              Due from investors                                          (401,998)              512,167
              Other receivables and other assets                           185,726              (230,458)
              Mortgage loans held for sale                                 211,710            (1,614,631)
              Accounts payable and accrued liabilities                    (438,819)              461,464
                                                                          ---------           -----------
NET CASH PROVIDED BY OPERATING ACTIVITES                                  (286,833)           (1,218,514)

CASH FLOW USED IN INVESTING ACTIVITIES
         Purchase of fixed assets                                           (6,244)              (92,361)
                                                                          ---------           -----------

CASH FLOW FROM FINANCING ACTIVITIES
         Net proceeds from repayments of warehouse lines
             of credit                                                     382,116              (103,488)
         Loans closed to be disbursed                                     (277,550)            1,158,091
         Advances from related parties                                     271,478
         Treasury stock                                                   (140,000)
         Stock subscription receivable                                     430,000
         Repayments of obligation under capital lease                      (34,845)              (14,662)
         Proceeds from (Repayment of) notes payable                       (311,965)               31,439
         Repayment of subordinated debt                                    (57,500)
         Deferred offering costs                                          (108,901)              (97,198)
         Bank overdraft                                                    206,414
                                                                          ---------            -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                  359,247               974,182
                                                                          ---------            -----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            66,170              (336,693)

Cash and cash equivalents at beginning of period                            86,094               377,709
                                                                         ----------            -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                               $ 152,264                41,016
                                                                         ==========            ===========

</TABLE>
                                       5
<PAGE>


                       MPEL HOLDINGS CORP. AND SUBSIDIARY

                                  FORM 10 - QSB

                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                   Three Months Ended
                                                                                         March 31,
                                                                           1999                          1998
                                                                       ----------                     ----------
<S>                                                                    <C>                             <C>
SUPPLEMENTAL DISCLOSURES:

         Interest expense                                              $ 192,245                       $ 325,264
                                                                       =========                       ==========

         Income taxes                                                  $       0                       $       0
                                                                       =========                       =========

         Assets acquired thru capital lease obligations                $       0                       $       0
                                                                       =========                       =========

</TABLE>


                                       6
<PAGE>


                       MPEL HOLDINGS CORP. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                                   (Unaudited)


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  which  provides  a broad  range  of
residential  mortgage products (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 mortgages 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.

INTERIM FINANCIAL STATEMENTS

     The results of operations for the three months ended March 31, 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.

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.
                                       7
<PAGE>

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Quarterly Report on Form 10-QSB may contain forward-looking statements
within the meaning of Section 27A of the  Securities Act of 1933, as amended and
section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking
statements  are  inherently  subject to risks and  uncertainties,  many of which
cannot  be  predicted  with  accuracy  and  some  of  which  might  not  even be
anticipated.  Future events and actual results,  financial and otherwise,  could
differ   materially   from  those  set  forth  in,  or   contemplated   by,  the
forward-looking  statements  contained  herein.  Important  factors  that  could
contribute  to  such  differences  are:  increased   competition,   increase  in
unemployment or other changes in domestic  economic  conditions  which adversely
effect the sale of new and used  homes,  changes in interest  rates,  changes in
government regulations effecting consumer credit and the 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.  The  three-month  period  ended  March 31,  1999,
compared to the three-month period ended March 31, 1998:

     MORTGAGE  ORIGINATION.  Mortgage loan  origination  volume  decreased  $1.4
million or 3.1% to $41.5  million  during the three month period ended March 31,
1999 from $42.9 million during the  corresponding  period of 1998. This decrease
in mortgage  loan  origination  volume was  primarily due to the closing of five
branches and the increased  origination volume at existing  branches,  resulting
from  expanded  marketing  campaign  which  included  increased   telemarketing,
television exposure and loan officers.

     REVENUE.  Mortgage  origination,  net,  increased  $19,000  or 1.0% to $2.1
million. The increase was due to increased points and fees collected,  partially
offset by a reduction in overall volume.  Interest income decreased $26,000,  or
9.3%  to  $252,000.  The  decrease  was  due  to a  lower  percentage  of  "B/C"
credit-rated mortgage loans, which have a generally higher interest rate.

     EXPENSES.  Commissions,  wages and benefits decreased $172,000, or 13.1% to
$1.1 million as compared to the quarter  ended March 31,  1998.  The decrease in
commissions,  wages and  benefits  was  primarily  due to a  reduction  of staff
resulting from the closing of five  branches.  As of March 31, 1999, the Company
had 101  employees,  as compared to 154 employees as of March 31, 1998.  Selling
and administrative  expenses, which consist of marketing,  occupancy,  supplies,
selling  and other  expenses  decreased  $250,000,  or 22.1% to  $867,000.  This
decrease was due  primarily to the closing of five  branches.  Interest  expense
decreased $160,000,  or 38.2% to $259,000.  This decrease was due to lower level
of debt during the quarter  ended March 31, 1999  compared to the quarter  ended
March 31, 1998.


LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary  operating cash  requirements  include the funding or
payment of: (i) loan originations;  (ii)interest  expense incurred on borrowings
under its warehouse facilities;  (iii) capital expenditures;  (iv) personnel and
commission  costs;  and (v) other  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.

     Management  anticipates  an increase in its  production  of mortgage  loans
originations,  through, among other things, increased advertising and promotion,
expanded  telemarketing  capabilities and continued  expansion into new markets.
This anticipated 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.
                                       8
<PAGE>
     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  the funds  which  are  utilized  to
originate  mortgage  loans,  repay  the debt and to  borrow  again to  originate
additional  mortgage  loans.  Interest is charged on the  outstanding  principal
balance.


IMPACT OF YEAR 2000

     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  systems 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 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 be differ.
                                       9
<PAGE>

                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

     The Company is involved as a party to certain legal proceedings  incidental
to its business.  The Company believes that the outcome of such proceedings will
not have a material effect upon its business or financial condition.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     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

     None


     DESCRIPTION

a)  Exhibits

          27               Financial Data Schedule


b)  Reports

         The  registrant did not file any reports on Form 8-K during the quarter
ended March 31, 1999.

                                       10
<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  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)

                                   By /s/ Steven Latessa                     
                                   ---------------------
                                      STEVEN M. LATESSA
                                      President and Chief Executive Officer


                                   By /s/ Cary Wolen                        
                                   -----------------
                                      CARY WOLEN
                                      Treasurer and Principal Financial Officer


Dated: May 14, 1999

                                       11