10QSB 1 0001.txt SEPTEMBER 2000 10-QSB SPM GROUP, INC. U.S. 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, 2000 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number: 0-9410 SPM GROUP, INC. (Exact name of registrant as specified in charter) Colorado 83-0233011 (State or other jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 5882 South 900 East, Suite 202, Salt Lake City, UT 84121 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: 801 269-9500 Not Applicable (Former name, address and fiscal year, if changed since last report) Check whether the Issuer (1 ) filed all reports required to be filed by section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes [X] No [ ] (2) Yes [X] No [ ] APPLICABLE ONLY TO CORPORATE REGISTRANTS State the number of shares outstanding of each of the issuer's classes of common equity, as of September 2000: 179,619 shares of common stock APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d)of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] Transitional Small Business Format: Yes [ ] No [X] Documents incorporated by reference: None FORWARD-LOOKING INFORMATION THIS FORM 10QSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY THE COMPANY OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, 15 U.S.C.A. SECTIONS 77Z-2 AND 78U-5. THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE COMPANY AND MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED. PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD- LOOKING STATEMENTS ARE SET FORTH HEREIN. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER TIME. PART I - FINANCIAL INFORMATION In the opinion of management, the accompanying unaudited financial statements included in this Form 10-QSB reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. SPM Group, Inc. ( Development Stage Company ) BALANCE SHEETS September 30, 2000 (Unaudited) and December 31, 1999

Sept 30 Dec 31, 2000 1999 ------- ------- ASSETS CURRENT ASSETS Cash $ - $ - -------- -------- Total Current Assets $ - $ - ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES $ - $ - ------- -------- Total Current Liabilities - - ------- -------- STOCKHOLDERS' EQUITY Common stock 100,000,000 shares authorized, at no par value; 176,619 and 43,861,858 issued & Outstanding respectively 5,638,986 5,607,486 Deficit accumulated (5,638,986) (5,607,486) --------- --------- Total Stockholders' Equity (Deficiency) $ - $ - -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ - ======== ========

See Accompanying Notes SPM Group, Inc. ( Development Stage Company ) STATEMENTS OF OPERATIONS (Unaudited) For the Three and Nine Month Periods Ended September 30, 2000 & 1999

Three Months Nine Months Ended Ended September 30, September 30, 2000 1999 2000 1999 -------- -------- -------- -------- REVENUE $ - $ - $ - $ - EXPENSES General & Admin. Expenses - - 31,500 - ------ ------ ------ ------ Total Expenses - - 31,500 - ------ ------ ------ ------ Net Loss $ - $ - $(31,500) $ - ====== ====== ======= ====== Basic Net Loss Per Share $( 0.00) $( 0.00) $ (0.00) $ (0.00) Diluted Net Loss Per Share $( 0.00) $( 0.00) $ (0.00) $ (0.00) Weighted Average Shares Outstanding 176,619 43,861,858 176,619 43,861,858

See Accompanying Notes SPM Group, Inc. ( Development Stage Company ) STATEMENT OF CASH FLOWS (Unaudited) For the Nine Month Periods Ended September 30, 2000 & 1999

Sept 30, Sept 30, 2000 1999 ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(31,500) $ - Adjustments to reconcile net loss to net cash provided by operating activities: Non Cash Expenses 31,500 - ------ ----- Cash Provided from Operating Activities - - ------ ----- CASH FLOWS FROM INVESTING ACTIVITIES - - ------ ----- CASH FLOWS FROM FINANCING ACTIVITIES - - ------ ----- Net Increase (Decrease) in Cash - - Cash at Beginning of Period - - ------ ----- Cash at End of Period $ - $ - ====== ====== NON CASH EXPENSES Interest $ - $ - Taxes $ - $ -

See Accompanying Notes SPM Group, Inc. ( Development Stage Company ) NOTES TO FINANCIAL STATEMENTS NOTE 1. ORGANIZATION SPM Group, Inc. was incorporated on May 1, 1978, under the laws of the state of Colorado. In 1991, SPM Group, Inc. ceased operations and was considered to be a development stage company effective January 1, 1992. NOTE 2. SIGNIFICANT ACCOUNTING POLICIES A. The Company uses the accrual method of accounting. B. Revenues and directly related expenses are recognized in the period when the goods are shipped to the customer. C. The Company considers all short term, highly liquid investments that are readily convertible, within three months, to known amounts as cash equivalents. The Company currently has no cash equivalents. D. Basic Earnings Per Share are computed by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted Earnings Per Share shall be computed by including contingently issuable shares with the weighted average shares outstanding during the period. When inclusion of the contingently issuable shares would have an antidilutive effect upon earnings per share no diluted earnings per share shall be presented. E. Inventories: Inventories are stated at the lower of cost, determined by the FIFO method or market. F. Depreciation: The cost of property and equipment is depreciated over the estimated useful lives of the related assets. The cost of leasehold improvements is amortized over the lesser of the length of the lease of the related assets or the estimated lives of the assets. Depreciation and amortization are computed on the straight line method. G. Estimates: The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. NOTE 3. Income Taxes The Company has adopted Statements of Financial Accounting Standards No. 109, Accounting for Income Taxes. The Company had net operating losses Of approximately $6,400,000 which expire through 2007. In 2000, there was a significant change in control of the ownership of the Company which will prohibit the use of net operating losses sustained by the Company in prior years. NOTE 4. Stockholders' Equity Common Stock: SPM Group, Inc. has authority to issue 100,000,000 shares of common stock at no par value. Retained Earnings: From inception to September 30, 2000, SPM Group, Inc. incurred losses of $5,638,986. In 1991, the Company ceased operations and became a development stage company. In 1992, the Company incurred minimal operating costs, sustaining a net loss of $1,550. In 1993, all remaining debts of the Company were assumed by corporate officers or settled at no cost to the Company and are reported as gains from extinguishment of debts. NOTE 5. GOING CONCERN The Company currently has no assets or operations from which it can provide operating capital. Under new management in 2000 the Company seeks to acquire or merge with an operating entity that can provide capital and managerial leadership to enable it to continue in existence. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION Plan of Operation The Company is seeking to acquire assets or shares of an entity actively engaged in business which generates revenues. The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition. None of the Company's officers, directors, promoters or affiliates have engaged in any substantive contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date of this quarterly report. The Board of Directors intends to obtain certain assurances of value of the target entity's assets prior to consummating such a transaction. Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company. The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K's, 10-KSB's, 10-QSB's, agreements and related reports and documents. Liquidity and Capital Resources The Company remains in the development stage and, since inception, has experienced no significant change in liquidity or capital resources or stockholder's equity. The Company's balance sheet as of September 30, 2000, reflects a total asset value of $0.00. The Company has no cash or line of credit, other than that which present management may agree to extend to or invest in the Company, nor does it expect to have one before a merger is effected. The Company will carry out its plan of business as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company may eventually acquire. Results of Operations During the period from January 1, 2000 through September 30, 2000, the Company has engaged in no significant operations other than maintaining its reporting status with the SEC and seeking a business combination. No revenues were received by the Company during this period. For the current fiscal year, the Company anticipates incurring a loss as a result of legal and accounting expenses, and expenses associated with locating and evaluating acquisition candidates. The Company anticipates that until a business combination is completed with an acquisition candidate, it will not generate revenues, and may continue to operate at a loss after completing a business combination, depending upon the performance of the acquired business. Need for Additional Financing Based upon current management's willingness to extend credit to the Company and/or invest in the Company until a business combination is completed, the Company believes that its existing capital will be sufficient to meet the Company's cash needs required for the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended, and for the costs of accomplishing its goal of completing a business combination, for an indefinite period of time. Accordingly, in the event the Company is able to complete a business combination during this period, it anticipates that its existing capital will be sufficient to allow it to accomplish the goal of completing a business combination. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow it to complete a business combination, and once a business combination is completed, the Company's needs for additional financing are likely to increase substantially. In addition, as current management is under no obligation to continue to extend credit to the Company and/or invest in the Company, there is no assurance that such credit or investment will continue or that it will continue to be sufficient for future periods. Part II - Other Information Item 1. Legal Proceedings None; not applicable. Item 2. Changes in Securities. None; not applicable. Item 3. Defaults Upon Senior Securities. None; not applicable. Item 4. Submission of Matters to a Vote of Security Holders. None; not applicable. Item 5. Other Information. None; not applicable. Item 6. Exhibits and Reports on Form 8-K. Exhibit No. Description EX-27 Financial Data Schedule No other exhibits were filed on Form 8-K. SIGNATURES In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SPM Group, Inc. Date: November 14, 2000 By /s/ John Chymboryk ---------------------- John Chymboyk, President Date: November 14, 2000 By /s/ Kip Eardley ---------------------- Kip Eardley, Vice President