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: March 31, 2000
Commission File Number: 0-23301
SPINPLANET.COM, INC.
--------------------
(Exact name of small business issuer as specified in its charter)
Colorado
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(State or other jurisdiction of incorporation or organization)
84-1284185
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(IRS Employer Identification No.)
801 E. Tahquitz Canyon Way
Palm Springs, CA
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(Address of principal executive offices)
92262
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(Zip Code)
(760) 327-2424
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(Issuer's Telephone Number)
3PM HOLDING CORP.
5650 Greenwood Plaza Blvd., Suite 216
Englewood, CO 80111
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(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 March 31, 2000, was 14,500,000 shares.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the three month period ended March
31, 2000, are attached hereto and incorporated by reference.
The financial statements have been prepared by SpinPlanet.com, Inc. without
audit pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted as allowed by such rules and
regulations, and management believes that the disclosures are adequate to make
the information presented not misleading. These financial statements include all
of the adjustments which, in the opinion of management, are necessary to a fair
presentation of financial position and results of operations. All such
adjustments are of a normal and recurring nature. These financial statements
should be read in conjunction with the audited financial statements at December
31, 1999, included in the Company's Form 10-KSB.
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.
Analysis of operations
The Company generated no revenues during the three month period ended March
31, 2000. Management of the Company anticipates that the Company will not
generate any significant revenues until the Company obtains sufficient working
capital to implement its plan of operation. Loss for the period ended March 31,
2000 compared to the 1999 period increased by $600. The components of the
changes were an increase in general and administrative expenses of approximately
$1,700 consisting principally of professional fees and a decrease in interest
expense of $1,000 because of reduction in debt.
Plan of Operation
The Company intends to market and otherwise exploit the exclusive license to
certain master recordings obtained from Shadowrock Entertainment, Inc. by means
of so-called "downloading" and other forms of purely electronic transmission via
the internet.
The Company has no full time employees. The Company's CEO has agreed to allocate
a portion of his time to the activities of the Company, without compensation
until there are sufficient resources to compensate the officer.
2
<PAGE>
Liquidity and Capital Resources
The Company presently has no cash or cash equivalents or other assets with
which to conduct operations. There can be no assurance that the Company will be
able to complete its plan of operation. Because the Company is not required to
pay rent or salaries to any of its officers or directors, management believes
that they have sufficient personal funds that will be advanced in the Company's
behalf to continue current operations through the foreseeable future until
additional financing is obtained. The Company will need to seek additional
financing through loans, the sale and issuance of additional debt and/or equity
securities, or other financing arrangements. Management of the Company has
advised that they will pay certain costs and expenses of the Company from their
personal funds as interest free loans in order to facilitate development of the
Company's business plan. Management believes that the Company has inadequate
working capital to pursue any operations at this time; however, loans to the
Company from management may facilitate development of the business plan. For the
foreseeable future, the Company through its management intends to pursue
financing arrangements as a means to develop the Company. The Company does not
intend to pay dividends in the foreseeable future. As of the end of the
reporting period, the Company had no cash or cash equivalents.
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. The Company presently has no liquid
financial resources to implement the plan.
3
<PAGE>
Financial Statements
SpinPlanet.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
March 31, 2000
(Unaudited)
Assets
Current assets:
Cash $ 0
---------
Total current assets $ 0
Master sound recording license agreement 0
---------
$ 0
=========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 1,750
---------
Total current liabilities $ 1,750
Stockholder's equity:
Preferred stock; 20,000,000 shares authorized; $.01 par
value; none issued or outstanding
Common stock, 100,000,000 shares authorized, $.0001 par
value; 14,500,200 shares issued and outstanding 1,450
Additional paid-in capital 162,158
Retained deficit (165,358)
---------
Total stockholders' equity (1,750)
---------
$ 0
=========
See accompanying notes to these financial statements
4
<PAGE>
<TABLE>
<CAPTION>
SpinPlanet.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
Statement of Operations
(Unaudited)
Inception
(January 1
1997)
Three Months Ended Through
March 31 March 31,
2000 1999 2000
-------------------------------------------
<S> <C> <C> <C>
Revenues $ 0 $ 0 $ 0
-------------------------------------------
Costs and expenses:
General and administrative 1,750 57 19,064
-------------------------------------------
(1,750) (57) (19,064)
-------------------------------------------
Net operating income (loss) (1,750) (57) (19,064)
Other income and (expense)
Interest expense 0 (1,043) (12,519)
-------------------------------------------
Total other income (expense) 0 (1,043) (12,519)
-------------------------------------------
Net income (loss) ($ 1,750) ($ 1,100) ($ 31,583)
===========================================
Net (Loss) per share ($ 0.00) ($ 0.00) ($ 0.01)
===========================================
Weighted average shares outstanding 14,500,000 1,500,000 3,189,451
===========================================
See accompanying notes to these financial statements
5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SpinPlanet.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
Statement of Cash Flows
(Unaudited)
Inception
(January 1
1997)
Three Months Ended Through
March 31 March 31
2000 1999 2000
----------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) ($ 1,750) ($ 1,100) ($ 31,583)
-----------------------------------
Adjustments to reconcile net income to
net cash provided by operating activities
Stock issued for services 1,300
Expenses paid by shareholder in behalf
of the Company 2,431 5,923
Changes in assets and liabilities:
Increase (decrease) in accounts payable
and accrued expenses (1,115) 1,100 (9,302)
-----------------------------------
Total adjustments 1,316 1,100 (2,079)
-----------------------------------
Net cash (used in) operating activities (434) 0 (33,662)
-----------------------------------
Cash flows from investing activities: 0 0 0
-----------------------------------
Cash flows from financing activities:
Advances from shareholders 103,585
Shareholders' notes converted to equity (74,710)
-----------------------------------
Net cash (used in) investing activities 0 0 28,875
-----------------------------------
Increase (decrease) in cash (434) 0 (4,787)
Cash and cash equivalents, beginning of
the period 434 0 4,787
-----------------------------------
Cash and cash equivalents, end of the period $ 0 $ 0 $ 0
===================================
Summary of non-cash investing and
financing activities
Common stock issued for services 1,300
Shareholders' notes converted to equity 74,710
Expense paid by shareholders in behalf of the
Company 2,431 5,923
See accompanying notes to these financial statements
6
</TABLE>
<PAGE>
SpinPlanet.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
In the opinion of management, all adjustments, consisting of normal
recurring accruals, have been made that are necessary for a fair
presentation of the financial position of the Company at March 31, 2000 and
the results of operations for the three month period ended March 31, 2000
and 1999 and the statement of cash flows for the three month period ended
March 31, 2000 and 1999 and the statements of operations and cash flows
cumulative since inception to March 31, 2000. Quarterly results are not
necessarily indicative of the expected annual results. For a more complete
understanding of the Company's operations and financial position, reference
is made to the financial statements of the Company and related notes
thereto, filed with the Company's annual report on Form 10-KSB for the year
ended December 31, 1999, previously filed with the U.S. Securities and
Exchange Commission.
7
<PAGE>
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
- --------------------------
None
Item 2. Changes in Securities.
- ------------------------------
None
Item 3. Defaults Upon Senior Securities.
- ----------------------------------------
(Not applicable)
Item 4. Submission of Matters to a Vote of Security Holders.
- ------------------------------------------------------------
(Not applicable)
Item 5. Other Information.
- --------------------------
(Not applicable)
Item 6. Exhibits and Reports on Form 8-K.
- -----------------------------------------
(a) Exhibits
No exhibits as set forth in Regulation SB, are considered necessary
for this filing.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this
report is filed.
8
<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: May 15, 2000
By: /s/Greg McDonald
--------------------
Greg McDonald,
Chief Executive Officer
9
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1,750
<BONDS> 0
0
0
<COMMON> 1,450
<OTHER-SE> (3,200)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,750
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,750)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,750)
<EPS-BASIC> .00
<EPS-DILUTED> 0
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