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: March 31, 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 May 15, 2000: 99,861,858 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
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.
[Letterhead]
Board of Directors
SPM Group, Inc.
(A Development Stage Company)
I have reviewed the accompanying balance sheets of SPM Group,
Inc. as of March 31, 2000 and for the three month periods then
ended. These financial statements are the responsibility of the
Company's management.
I conducted my review in accordance with standards established by
the American Institute of Certified Public Accountants. A review
of interim financials consists principally of applying analytical
procedures to financial data and making inquiries of persons
responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, I do not express such
an opinion.
Based on my review, I am not aware of any material modifications
that should be made to the accompanying financial statements for
them to be in conformity with generally accepted accounting
principles.
/s/ Schvaneveldt & Company
Salt Lake City, Utah 84111
May 15, 2000
<TABLE>
SPM Group, Inc.
( Development Stage Company )
BALANCE SHEETS
March 31, 2000 (Unaudited) and December 31, 1999
<CAPTION>
Mar 30 Dec 31,
1999 1999
------- -------
<S> <C> <C>
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; 99,861,858
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 $ - $ -
======== ========
</TABLE>
See Accountant's Review Letter and Accompanying Notes
<TABLE>
SPM Group, Inc.
( Development Stage Company )
STATEMENTS OF OPERATIONS (Unaudited)
March 31, 2000 and March 31, 1999
<CAPTION>
Mar 31, Mar 31,
2000 1999
-------- --------
<S> <C> <C>
REVENUE $ - $ -
EXPENSES
General & Administrative Expenses 31,500 -
------ ------
Total Expenses 31,500 -
------ ------
Net Loss $(31,500) $ -
====== ======
Basic Net Loss Per Share $( 0.00) $( 0.00)
Diluted Net Loss Per Share $( 0.00) $( 0.00)
Weighted Average
Shares Outstanding 99,861,858 43,861,858
</TABLE>
See Accountant's Review Letter and Accompanying Notes
<TABLE>
SPM Group, Inc.
( Development Stage Company )
STATEMENT OF CASH FLOWS (Unaudited)
March 31, 2000 and March 31, 1999
<CAPTION>
Mar 31, Mar 31,
2000 1999
------- -------
<S> <C> <C>
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 $ - $ -
</TABLE>
See Accountant's Review Letter and 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 March 31, 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
The Company has $-0- cash on hand and did not generate any
revenue during the quarterly period ended March 31, 2000. The
Company has no material commitments for capital expenditures for
the next twelve months.
The Company believes that its current cash needs can be met with
cash advances from officers and directors of the Company for at
least the next twelve months. However, should the Company obtain
a business opportunity, it may be necessary to raise additional
capital. This may be accomplished by loans from the principals of
the Company, debt financing, equity financing or a combination of
financing options.
Part II - Other Information
Changes in Securities and Use of Proceeds:
On March 22, 2000, the Company issued 56,000,000 restricted
shares of common stock to Capital Holdings, L.L.C. of which John
Chymboryk and Kip Eardley are equal members. The stock was issued
in exchange for the payment of outstanding transfer agent fee,
legal and accounting fees and for payment of consulting services
to a prior officer of the Company.
Exhibits and Reports on Form 8-K.
Reports on Form 8-K: No reports on Form 8-K were filed by the
Company during the quarter ended March 31, 2000.
Exhibits: Included only with the electronic filing of this report
is the Financial Data Schedule for the three month period ended
March 31, 2000 (Exhibit ref. No. 27).
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: May 16, 2000 By /s/ John Chymboryk
----------------------
John Chymboyk, President
Date: May 16, 2000 By /s/ Kip Eardley
----------------------
Kip Eardley, Vice President
<TABLE> <S> <C>
<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> 0
<BONDS> 0
0
0
<COMMON> 5,638,986
<OTHER-SE> (5,638,986)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 31,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (31,500)
<INCOME-TAX> 0
<INCOME-CONTINUING> (31,500)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (31,500)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
