U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under
the Securities Exchange Act of 1934
For Quarter Ended: September 30, 1999
Commission File Number: 0-23301
SPINPLANET.COM, INC.
(Exact name of small business issuer as specified in its charter)
Colorado
(State or other jurisdiction of incorporation or organization)
84-1284185
(IRS Employer Identification No.)
801 E. Tahquitz Canyon Way
Palm Springs, CA
(Address of principal executive offices)
92262
(Zip Code)
(760) 327-2424
(Issuer's Telephone Number)
3PM HOLDING CORP.
5650 Greenwood Plaza Blvd., Suite 216
Englewood, CO 80111
(Former name and address of small business issuer)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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: Yes
__X__ No ____.
The number of shares of the registrant's only class of common stock issued and
outstanding, as of September 30, 1999, was 500,000 shares.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the nine month period ended
September 30, 1999, are attached hereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
Company's unaudited financial statements and notes thereto included herein. In
connection with, and because it desires to take advantage of, the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, the Company
cautions readers regarding certain forward looking statements in the following
discussion and elsewhere in this report and in any other statement made by, or
on the behalf of the Company, whether or not in future filings with the
Securities and Exchange Commission. Forward looking statements are statements
not based on historical information and which relate to future operations,
strategies, financial results or other developments. Forward looking statements
are necessarily based upon estimates and assumptions that are inherently subject
to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the Company's control and many of which,
with respect to future business decisions, are subject to change. These
uncertainties and contingencies can affect actual results and could cause actual
results to differ materially from those expressed in any forward looking
statements made by, or on behalf of, the Company. The Company disclaims any
obligation to update forward looking statements.
The Company generated no revenues during the nine month period
ended September 30, 1999. Management of the Company anticipates that the Company
will not generate any significant revenues until the Company accomplishes its
business objective of merging with a nonaffiliated entity or acquiring assets
from the same.
Plan of Operation
The Company intends to seek to acquire assets or shares of an entity
actively engaged in business, in exchange for its securities. As of the date of
this report, management of the Company has had preliminary discussions with
potential merger or acquisition candidates, but there is no definitive agreement
between the Company and any third party relevant thereto. In the event the
Company does enter into an agreement with such a third party, the Board of
Directors does intend to obtain certain assurances of value of the target entity
assets prior to
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<PAGE>
consummating such a transaction, with further assurances that an audited
financial statement would be provided within sixty days after closing of such a
transaction. Closing documents relative thereto will include representations
that the value of the assets conveyed to or otherwise so transferred will not
materially differ from the representations included in such closing documents,
or the transaction will be voidable.
The Company has no full time employees. The Company's President and
Secretary have agreed to allocate a portion of their time to the activities of
the Company, without compensation. These officers anticipate that the business
plan of the Company can be implemented by their devoting approximately 20 hours
per month to the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by such officers.
Because the Company presently has nominal overhead or other material
financial obligations, management of the Company believes that the Company's
short term cash requirements can be satisfied by management injecting whatever
nominal amounts of cash into the Company to cover these incidental expenses.
There are no assurances whatsoever that any additional cash will be made
available to the Company through any means.
Subsequent Event
Effective October 7, 1999, the Company entered into a letter of intent
with Messrs. Greg McDonald and Mark Bragg (the "Sellers") whereby the Company
has agreed in principle to acquire an exclusive license to market recordings
currently owned by the Sellers on the Internet (the "Assets") in exchange for
issuance by the Company of previously unissued "restricted" common stock. The
transaction was consummated on October 29, 1999, except that the definitive
Agreement was between the Company and Shadowrock Entertainment, Inc.
("Shadowrock") as Seller instead of Messrs. McDonald and Bragg, as subsequent
due diligence ascertained that the true owner of the Assets was Shadowrock;
however, Messrs. Greg McDonald and Mark A. Bragg own all of the issued and
outstanding common shares of Shadowrock, equally.
The relevant terms of the transaction were that the Company undertook a
"forward split" of its issued and outstanding common stock, whereby 3 shares of
common stock were issued in exchange for each share of common stock issued and
outstanding immediately prior to the acquisition of the Assets, in order to
establish the number of issued and outstanding common shares of the Company at
Closing to be 1,500,000 shares. Thereafter, the Company issued to Shadowrock an
aggregate of 13,000,000 "restricted" common shares (post split), representing
approximately 90% of the Company's then outstanding common stock.
3
<PAGE>
Upon consummation of the transaction, the then officers and directors
of the Company resigned their respective positions with the Company and were
replaced by those persons included in the Company's Form 8-K dated October 29,
1999, which is incorporated herein as if set forth. In addition, the Company
changed its name to "SpinPlanet.com, Inc." A copy of the Agreement between the
Company and Shadowrock was included as Exhibit 10.2 to the Company's Form 8-K
dated October 29, 1999, and is incorporated herein as if set forth.
Liquidity and Capital Resources
The Company presently has nominal cash or cash equivalents. Because the
Company is not required to pay rent or salaries to any of its officers or
directors, management believes that the Company has sufficient funds to continue
operations through the foreseeable future.
The Company's securities are currently not liquid. There are no market
makers in the Company's securities and it is not anticipated that any market
will develop in the Company's securities until such time as the Company
successfully implements its business plan of engaging in a business opportunity,
either by merger or acquisition of assets. The Company presently has no liquid
financial resources to offer such a candidate and must rely upon an exchange of
its stock to complete such a merger or acquisition.
Year 2000 Disclosure
Many existing computer programs use only two digits to identify a year
in the date field. These programs were designed and developed without
considering the impact of the upcoming change in the century. If not corrected,
many computer applications could fail or create erroneous results by or at the
Year 2000. As a result, many companies will be required to undertake major
projects to address the Year 2000 issue. Because the Company has nominal assets,
including no personal property such as computers, it is not anticipated that the
Company will incur any negative impact as a result of this potential problem.
However, it is possible that this issue may have an impact on the Company after
the Company successfully consummates a merger or acquisition. Management intends
to address this potential problem with any prospective merger or acquisition
candidate. There can be no assurances that new management of the Company will be
able to avoid a problem in this regard after a merger or acquisition is so
consummated.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - NONE
ITEM 2. CHANGES IN SECURITIES - NONE
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<PAGE>
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 -
(a) Exhibits
EX-27 Financial Data Schedule
(b) Reports on Form 8-K
None.
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<PAGE>
<TABLE>
3PM Holding Corp.
(A Development Stage Company)
Balance Sheet
- ----------------------------------------------------------------------
<CAPTION>
Unaudited Audited
September December
30, 1999 31, 1998
--------- ---------
<S> <C> <C>
ASSETS
Current Assets - Cash $ 458 $ 131
--------- ---------
TOTAL ASSETS $ 458 $ 131
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts Payable Trade $ 5,655 $ 4,365
Notes Payable Related Party 77,210 74,710
Accrued Interest Payable 18,752 15,315
--------- ---------
Total Current Liabilities 101,617 94,390
--------- ---------
SHAREHOLDERS' EQUITY
Preferred Stock, $.01 Par Value
Authorized 20,000,000 Shares; Issued
And Outstanding -0- Shares 0 0
Common Stock, $.0001 Par Value
Authorized 100,000,000 Shares;
Issued And Outstanding 500,000 Shares 50 50
Capital Paid In Excess Of
Par Value Of Common Stock 59,950 59,950
Retained (Deficit) (133,775) (133,775)
Retained Earnings (Deficit)
Accumulated During The
Development Stage (27,384) (20,484)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY (101,159) (94,259)
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 458 $ 131
========= =========
The Accompanying Notes Are An Integral Part Of These Unaudited
Financial Statements.
</TABLE>
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<PAGE>
<TABLE>
3PM Holding Corp.
(A Development Stage Company)
Unaudited Statement Of Operations
- ----------------------------------------------------------------------
<CAPTION>
Inception
Unaudited Unaudited January 1,
9 Month 9 Month 1997
Period Ended Period Ended Through
September September September
30, 1999 30, 1998 30, 1999
------------ ------------ ----------
<S> <C> <C> <C>
Revenue $ 0 $ 0 $ 0
Expenses:
Administrative Expenses 0 0 25
Bank Charges 74 81 222
Legal And Accounting 3,389 8,661 15,043
------------ ------------ ----------
Total 3,463 8,742 15,290
------------ ------------ ----------
Net (Loss) Before Other Income (3,463) (8,742) (15,290)
Interest Expense (3,437) (3,204) (12,094)
------------ ------------ ----------
Net (Loss) $ (6,900) $ (11,946) $ (27,384)
============ ============ ==========
Basic (Loss) Per
Common Share ($0.01) ($0.02)
============ ============
Weighted Average Common Shares
Outstanding 500,000 500,000
============ ============
The Accompanying Notes Are An Integral Part Of These Unaudited
Financial Statements.
</TABLE>
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<PAGE>
<TABLE>
3PM Holding Corp.
(A Development Stage Company)
Unaudited Statement Of Operations
- ----------------------------------------------------------------------
<CAPTION>
Unaudited Unaudited
3 Month 3 Month
Period Ended Period Ended
September September
30, 1999 30, 1998
------------ ------------
<S> <C> <C>
Revenue $ 0 $ 0
Expenses:
Bank Charges 23 56
Legal And Accounting 788 666
------------ ------------
Total 811 722
------------ ------------
Net (Loss) Before Other Income (811) (722)
Other Income -Interest (1,158) (2,161)
------------ ------------
Net (Loss) $ (1,969) $ (2,883)
============ ============
Basic (Loss) Per
Common Share ($0.00) ($0.01)
============ ============
Weighted Average Common Shares
Outstanding 500,000 500,000
============ ============
The Accompanying Notes Are An Integral Part Of These Unaudited
Financial Statements.
</TABLE>
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<PAGE>
<TABLE>
3PM Holding Corp.
(A Development Stage Company)
Unaudited Statement Of Cash Flows
- ----------------------------------------------------------------------
<CAPTION>
Inception
Unaudited Unaudited January 1,
9 Month 9 Month 1997
Period Ended Period Ended Through
September September September
30, 1999 30, 1998 30, 1999
------------ ------------ ----------
<S> <C> <C> <C>
Net (Loss) $ (6,900) $ (11,946) $ (27,384)
Adjustments To Reconcile
Net Loss To Net Cash
Used In Operating Activities: 0 0 0
Debt paid by shareholder on
behalf of Company 0 5,000 0
Changes In Operating
Assets And Liabilities:
Increase (Decrease) in
Account Payable 1,290 1,671 1,264
Increase in Other
Accrued Expenses 3,437 3,204 12,091
------------ ------------ ----------
Net Flows From Operations (2,173) (2,071) (14,029)
------------ ------------ ----------
Cash Flows From
Investing Activities:
0 0 0
------------ ------------ ----------
Net Cash Flows From Investing 0 0 0
------------ ------------ ----------
Cash Flows From
Financing Activities:
Monies Received From Loans 2,500 0 9,700
------------ ------------ ----------
Cash Flows From Financing 2,500 0 9,700
------------ ------------ ----------
Net Increase In Cash 327 (2,071) (4,329)
Cash At Beginning Of Period 131 2,071 4,787
------------ ------------ ----------
Cash At End Of Period $ 458 $ 0 $ 458
============ ============ ==========
Summary Of Non-Cash Investing
And Financing Activities: $ 0 $ 0 $ 0
============ ============ ==========
The Accompanying Notes Are An Integral Part Of These Unaudited
Financial Statements.
</TABLE>
9
<PAGE>
<TABLE>
3PM Holding Corp.
(A Development Stage Company)
Unaudited Statement Of Shareholders' Equity
- ---------------------------------------------------------------------------------------
<CAPTION>
(Deficit)
Accumulated
Number Of Capital Paid During The
Common Common In Excess Of Development Retained
Shares Stock Par Value Stage (Deficit) Total
--------- ------ ------------ ------------ --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance At
December 31, 1996 500,000 $ 50 $ 59,950 $ 0 $(133,775) $ (73,775)
Net (Loss) At
December 31, 1997 0 0 0 (6,496) 0 (6,496)
--------- ------ ------------ ------------ --------- ---------
Balance At
December 31, 1997 500,000 $ 50 $ 59,950 $ (6,496)$(133,775) $ (80,271)
Net (Loss) At
December 31, 1998 0 0 0 (13,988) 0 (13,988)
--------- ------ ------------ ------------ --------- ---------
Balance At
December 31, 1998 500,000 $ 50 $ 59,950 $ (20,484)$(133,775) $ (94,259)
Net (Loss) At
September 30, 1999 0 0 0 (6,900) 0 (6,900)
--------- ------ ------------ ------------ --------- ---------
Balance At
September 30, 1999 500,000 $ 50 $ 59,950 $ (27,384)$(133,775) $(101,159)
========= ====== ============ ============ ========= =========
The Accompanying Notes Are An Integral Part Of These Unaudited Financial
Statements.
</TABLE>
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<PAGE>
3PM Holding Corp.
Notes To Unaudited Financial Statements
For The Nine Month Period Ended September 30, 1999
- --------------------------------------------------
Note 1 - Unaudited Financial Information
- ----------------------------------------
The unaudited financial information included for the three month and nine month
interim period ended September 30, 1999 were taken from the books and records
without audit. However, such information reflects all adjustments (consisting
only of normal recurring adjustments, which are of the opinion of management,
necessary to reflect properly the results of interim periods presented). The
results of operations for the nine month period ended September 30, 1999 are not
necessarily indicative of the results expected for the year ended December 31,
1999.
Note 2 - Financial Statements
- -----------------------------
Management has elected to omit substantially all footnotes relating to the
condensed financial statements of the Company included in the report. For a
complete set of footnotes, reference is made to the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1998 as filed with the Securities
and Exchange Commission and the audited financial statements included therein.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 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.
SPINPLANET.COM, INC.
(Registrant)
Dated: November 4, 1999
By: s/Greg McDonald
-----------------------------------
Greg McDonald,
Chief Executive Officer
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<PAGE>
SPINPLANET.COM, INC.
EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
EXHIBITS Page No.
EX-27 Financial Data Schedule..............................................14
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30,
1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 458
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 458
<CURRENT-LIABILITIES> 101,617
<BONDS> 0
0
0
<COMMON> 50
<OTHER-SE> (101,209)
<TOTAL-LIABILITY-AND-EQUITY> 458
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,463
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,437
<INCOME-PRETAX> (6,900)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,900)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,900)
<EPS-BASIC> (.01)
<EPS-DILUTED> 0
</TABLE>
