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 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.

<PAGE>




                       MPEL HOLDINGS CORP. AND SUBSIDIARY

                                  Form 10 - QSB

                                      Index
<TABLE>
<CAPTION>



   Part I:  Financial information

         Item 1.  Financial statements                                                           Page No.

<S>                                                                                             <C>
                     Condensed Consolidated Balance Sheet at June 30, 1999
                     (Unaudited)                                                                3

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

                     Condensed Consolidated Statements of Cash Flows for the
                     Three and Six Months Ended June 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)
<TABLE>
<CAPTION>


                                                        June 30,
                                                          1999
                                                      -----------
<S>                                                    <C>
Assets
Cash and cash equivalents                              $ 1,563,591
Mortgage loans held for sale                             2,965,528
Due from investors                                       8,561,436
Other receivables and other assets                       1,873,108
Deferred financing costs                                   244,443
Due from related parties                                   226,425
Property and equipment-net                                 593,357
                                                        ----------
                                                       $16,027,888
                                                        ==========


Liabilities and Stockholders' Equity
Liabilities:
Warehouse lines of credit                              $7,309,964
Loans closed to be disbursed                            2,765,000
Notes payable                                             382,598
Subordinated debt                                         413,404
Obligation under capital lease                             29,277
Accounts payable and accrued liabilities                  502,197
                                                       ----------
         Total liabilities                            $11,402,440
                                                       ----------

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                                   (1,683,457)
Treasury stock, at cost (693,000 shares)                (140,000)
                                                       ---------
         Total stockholders' equity                    4,625,448
                                                       ---------
                                                     $16,027,888
                                                      ==========
</TABLE>
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               Six Months Ended
                                                                 June 30,                        June 30,
                                                        1999              1998             1999              1998
                                                     ----------        ----------       ----------        -----------

<S>                                                  <C>               <C>              <C>               <C>
Revenue
Mortgage origination, net                           $1,901,644       $2,344,114         $4,020,910       $4,444,453
Interest earned                                        261,358          293,415            513,250          571,120
                                                    ----------       ----------         ----------       ----------
         Total Revenue                               2,163,002        2,637,529          4,534,160        5,015,573
                                                    ----------       ----------         ----------       ----------
Expenses
Commission, wages and benefits                         972,928        2,176,517          2,116,381        3,502,961
Selling and administrative                             437,573          659,865          1,318,377        1,893,946
Interest expense                                       675,531          552,500            934,762          858,093
                                                    ----------       ----------         ----------       ----------
         Total Expenses                              2,086,032        3,388,882          4,369,520        6,255,000
                                                    ----------       ----------         ----------       ----------
Net income (loss)                                   $   76,970       $ (751,353)        $  164,640      $(1,239,427)
                                                    ==========       ===========        ==========      ===========
Per share data:
Net income per common
  share - basic and diluted                          $    0.01        $   (0.09)        $     0.01       $    (0.15)
                                                    ==========       ===========        ==========       ==========
Weighted-average number
  of shares outstanding                             11,201,142        8,394,142         11,411,722        8,274,578
                                                    ==========       ===========        ==========      ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements
<PAGE>


                       MPEL HOLDINGS CORP. AND SUBSIDIARY
                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                       Six Months Ended
                                                                                           June 30,
                                                                                       1999       1998
                                                                                    ----------  ----------
<S>                                                                                 <C>         <C>
Cash flow from operating activities:
  Net income (loss)                                                                 $164,640    $(1,239,427)
  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                                                                      68,311         60,367
    Amortization of notes payable discount                                           308,454        209,446
    Net changes in:
      Mortgage loans held for sale                                                   453,233     (6,168,761)
      Due from investors                                                           2,762,497      1,405,256
      Other receivables and other assets                                             (10,314)       787,358
      Accounts payable and accrued liabilities                                      (675,045)     1,128,734
                                                                                   ---------      ---------
         Net cash (used in) provide by operating activities                        3,071,776     (3,475,795)
                                                                                   ---------      ---------
Cash flow from investing activities:
  Purchase of fixed assets                                                           (11,863)      (224,224)
                                                                                   ---------      ---------
         Net cash used in investing activities                                       (11,863)      (224,224)
                                                                                   ---------      ---------
Cash flow from financing activities:
 Net change in warehouse line of credit                                           (3,612,221)     3,440,382
  Loans closed to be disbursed                                                      (254,800)     1,297,809
  Advances from related parties                                                      153,678
  Net changes in subordinated debt                                                    35,404       (500,000)
  Proceeds from notes payable                                                      2,250,000
  Repayment of notes payable                                                        (362,513)      (595,321)
  Repayment of obligation under capital lease                                        (72,620)       (36,894)
  Deferred Financing costs                                                          (159,344)      (144,637)
  Stock subscription receivable                                                      440,000
                                                                                   ---------      ---------
         Net cash (used in) provided by financing activities                      (1,582,416)     3,461,339
                                                                                   ---------      ---------
Net increase (decrease) in cash and cash equivalents                               1,477,497       (238,680)
Cash and cash equivalents at beginning of period                                      86,094        377,709
                                                                                   ---------      ---------
Cash and cash equivalents at the end of period                                    $1,563,591       $139,029
                                                                                   =========        =======


Supplemental disclosure of cash flow information:
Cash paid during the year for:
         Interest                                                                   $360,777      $576,937
                                                                                    ========      ========

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



                       MPEL HOLDINGS CORP. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 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 six months ended June 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
<PAGE>

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  inn  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 June 30, 1999  Compared to the Three Months Ended June
30, 1998

     Mortgage  origination.  Mortgage loan  origination  volume  decreased  $4.1
million or 7.3% to $51.8  million  during the three month  period ended June 30,
1999 from $55.9 million during the corresponding period of 1998. The 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 revenue, net, decreased $442,470 or 18.9% to
$1.9  million.  The  decrease  was due to  decreased  margins on B/C loans and a
reduction in overall volume.  Interest  income  decreased  $32,057,  or 10.9% to
$261,358. The decrease was due a reduction in overall volume.

     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.  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,  partially offset by
a reduction in overall volume
<PAGE>

     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,  and is partially offset
by a $250,000 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 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,  partially offset by a
reduction in overall volume.

     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 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  $250,000  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
<PAGE>

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 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
<PAGE>

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.



     Part II. Other Information

     Item 1. Legal Proceedings.

     The Company is involved as a party to certain legal proceedings  incidental
to its business.  MPEL believes  that the outcome of such  proceedings  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 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:  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