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.
<TABLE>
SPM Group, Inc.
( Development Stage Company )
BALANCE SHEETS
September 30, 2000 (Unaudited) and December 31, 1999
<CAPTION>
Sept 30 Dec 31,
2000 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; 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 $ - $ -
======== ========
</TABLE>
See Accompanying Notes
<TABLE>
SPM Group, Inc.
( Development Stage Company )
STATEMENTS OF OPERATIONS (Unaudited)
For the Three and Nine Month Periods Ended September 30, 2000 & 1999
<CAPTION>
Three Months Nine Months
Ended Ended
September 30, September 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
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
</TABLE>
See Accompanying Notes
<TABLE>
SPM Group, Inc.
( Development Stage Company )
STATEMENT OF CASH FLOWS (Unaudited)
For the Nine Month Periods Ended September 30, 2000 & 1999
<CAPTION>
Sept 30, Sept 30,
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 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
