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, 2001

( ) 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 incorporation or organization)	(I.R.S. Employer I.D. No.)

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date.

Class Outstanding as of September 30, 2001

Common Stock, No Par Value 1,179,567

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

ITEM 1. FINANCIAL STATEMENTS

The accompanying balance sheets of SPM Group, Inc. (a development stage company) at September 30, 2001 and December 31, 2000, and the statements of operations for the nine months ended March 31, 2001 and 2000 and the period from January 1, 1992 to September 30, 2001, and the cash flows for the nine months ended September 30, 2001 and 2000, and the period from January 1, 1992 to September 30, 2001, have been prepared by the Company's management and they include all information and notes to the financial statements necessary for a complete presentation of the financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the quarter ended September 30, 2001 are not necessarily indicative of the results that can be expected for the year ending December 31, 2001.

SPM Group, Inc.

(A Development Stage Company)

Financial Statements

September 30, 2001

SPM Group, Inc.

(A Development Stage Company )

BALANCE SHEETS

	September 30, 2001	December 31, 2000
	(Unaudited)
ASSETS
CURRENT ASSETS
Total Assets	$ -	$ -
	---------	--------
	$ -	$ -
	=====	=====
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Note Payable (Note 6)	$ 3,400	$ -
	---------	---------
Total Current Liabilities	3,400	-
------- --------	---------	---------
STOCKHOLDERS' EQUITY
Common Stock Authorized,
100,000,000 Shares
at No Par Value; 1,179,567 Shares
Issued & Outstanding	5,628,986	5,628,986
Deficit accumulated	(5,632,386)	(5,628,986)
	--------------	-------------
Total Stockholders' Equity	$ (3,400)	$ -
	-------------	--------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ -	$ -
	=========	=========

See accompanying notes.

SPM Group, Inc.

( Development Stage Company )

STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended September 30,	Three Months Ended September 30,	Nine Months Ended September 30,	Nine Months Ended September 30,	Deficit Accumulated During the Development Stage
	2001	2000	2001	2000
REVENUE	$ -	$ -	$ -	$ -	$ -
EXPENSES
General & Administrative	3,400	-	13,400	11,500	38,611
Interest	-	-	-	-	11,649
	--------	---------	----------	-----------	---------
Total Expenses	3,400	-	13,400	11,500	50,260
	--------	---------	---------	-----------	----------
Other Income (Expense)
Gain from Extinguishment of debt	-	-	-	-	(361,263)
	--------	---------	---------	-----------	------------
Total Other Expenses	-	-	-	-	(361,263)
------ ------ ------ ------ -------	--------	---------	---------	----------	-----------
Net Loss	$(3,400)	$ -	$(13,400)	$(11,500)	$(311,003)
	======	======	========	=======	========

See accompanying notes.

SPM Group, Inc.

( Development Stage Company )

STATEMENT OF CASH FLOWS (Unaudited)

	For the Nine Months Ended September 30, 2001	For the Nine Months Ended September 30, 2000	Deficit Accumulated During the Development Stage
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$(13,400)	$(11,500)	$311,003
Adjustments to reconcile net income to net cash provided by operating activities:
Non Cash Expenses	10,000	11,500	46,860
Gain from Extinguishment of Debt	-	-	(361,263)
	---------	---------	-----------
Net Cash Used by Operating Activities	(3,400)	-	(3,400)
CASH FLOWS FROM INVESTING ACTIVITIES	-	-	-
CASH FLOWS FROM FINANCING ACTIVITIES	-	-	-
Issuance of Note Payable for Cash	3,400	-	3,400
	---------	---------	-----------
Net Cash Used by Financing Activities	3,400	-	3,400
Net Increase (Decrease) in Cash	-	-	-
Cash at Beginning of Period	-	-	-
	---------	---------	-----------
Cash at End of Period	$ -	$ -	$ -
	=====	======	======
Disclosures from Operating Activities
Interest	$ -	$ -	$11,649
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

* The Company uses the accrual method of accounting.

* Revenues and directly related expenses are recognized in the period when the goods are shipped to the customer.

* 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.

* 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.

* Inventories: Inventories are stated at the lower of cost, determined by the FIFO method or market.

* 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.

* 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.

During 2000, the Company issued 3,920 shares of common stock to a previous officer for services performed on behalf of the Company. The Company also issued 7,280 shares of common stock for relief of indebtedness.

During the first quarter of 2001, the Company issued 1,000,000 shares of common stock to the sole director of the Company for services performed on behalf of the Company.

Retained Earnings:

From inception to December 31, 1991, SPM Group, Inc. incurred losses of $5,943,389. In 1991, SPM Group, Inc. ceased all operations and became a development stage company. In 1992, SPM Group, Inc. 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.

NOTE 6. NOTE PAYABLE

During the quarter ended September 30, 2001, the Company issued a Promissory Note in the amount of $3,400 to a Corporation who paid expenses on behalf of the Company. The note is due on demand and is interest free unless payment is not made upon demand. At this point interest shall accrue on the unpaid balance at the rate of 2% per annum.

ITEM 2. PLAN OF OPERATIONS

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 acquisition candidate 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 has experienced no significant change in liquidity or capital resources or stockholder's equity since re-entering the development stage. The Company's balance sheet as of September 30, 2001, 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, 2001 through September 30, 2001, 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.

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, 2001 By /s/ Kelly Adams

----------------------

Kelly Adams, President