SPM GROUP, INC.

                 U. S. Securities and Exchange Commission
                        Washington, D. C. 20549


                             FORM 10-KSB

(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the fiscal year ended: December 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 No. 0-9410

                         SPM GROUP, INC.
          (Name of Small Business Issuer in its Charter)

              Colorado                       83-2033011
   (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)

            Issuer's Telephone Number: (801)269-9500


Securities Registered under Section 12(b) of the Exchange Act:  None.

Securities Registered under Section 12(g) of the Exchange Act: Common stock
having a par value of $.001 per share

     Indicate  by check mark  whether the  Registrant  (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the  Securities
Exchange Act of 1934  during  the  preceding  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
         ----        ----                 ----        ----

Check if there is no disclosure of delinquent  filers in response to Item
405 of Regulation  S-B is not  contained  in  this  form,  and no
disclosure  will  be contained,  to the  best of  Registrant's  knowledge,
in  definitive  proxy  or information  statements  incorporated  by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-
KSB. [ ]

State Issuer's revenues for its most recent fiscal year:
December 31, 2000  $0.00

State  the   aggregate   market  value  of  the  common  voting  stock
held  by non-affiliates  computed by  reference to the price at which the
stock was sold, or the average bid and asked prices of such stock, as of a
specified date within the past 60 days:

     As of March 31, 2001, there were 165,419 shares of common voting stock
of the  Registrant  held by  non-affiliates.  The aggregate market value of
the Registrant's voting common stock held as of March 31, 2001, by non-
affiliates of the issuers was $310,161. There are no preferred shares
authorized.

             (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                      DURING THE PAST FIVE YEARS)

None; Not Applicable.

               (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:

                          Common Voting Stock
                            March 31, 2001
                                179,567

                           Preferred Stock
                           March 31, 2001
                                  0
                          (None authorized)


DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents  Incorporated  by Reference" is contained in
Item 13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
-------------------------------------------------
     This periodic report contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
with respect to the financial condition, results of operations, business
strategies, operating efficiencies or synergies, competitive positions,
growth opportunities for existing products, plans and objectives of
management. Statements in this periodic report that are not historical
facts are hereby identified as "forward-looking statements" for the purpose
of the safe harbor provided by Section 21E of the Exchange Act and Section
27A of the Securities Act.

                            PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

BUSINESS DEVELOPMENT
--------------------
The Company was incorporated in the state of Colorado on May 1, 1978.
Since 1991, the Company has not engaged in any operations. At the present
time, the Company intends to seek, investigate, and if warranted, acquire
an interest in a business opportunity. The Company does not propose to
restrict its search for a business opportunity to any particular industry
or geographical area and may, therefore, engage in essentially any business
in any industry. The Company has unrestricted discretion in seeking and
participating in a business opportunity, subject to the availability of
such opportunities, economic conditions and other factors.

The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise
of its business judgement. There is no assurance that the Company will be
able to identify and acquire any business opportunity which will ultimately
prove to be beneficial to the Company and its shareholders.

The activities of the Company are subject to several risks which arise
primarily as a result of the fact that the Company has no specific business
and may acquire or participate in a business opportunity based on the
decision of management which will, in all probability, act without the
consent, vote, or approval of the Company's shareholders.

Sources of Opportunities - It is anticipated that business
opportunities may be available to the Company from various sources,
including its officers and directors, professional advisers, securities
broker-dealers, venture capitalists, members of the financial community,
and others who may present unsolicited proposals.

The Company will seek a potential business opportunity from all known
sources, but will rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other business
and professional people. Although the Company does not anticipate engaging
professional firms specializing in business acquisitions or
reorganizations, if management deems it in the best interest of the
Company, such firms may be retained. In some instances, the Company may
publish notices or advertisements seeking a potential business opportunity
in financial or trade publications.

Criteria - The Company will not restrict its search to any particular
business, industry or geographical location. The Company may acquire a
business opportunity or enter into a business in any industry and in any
stage of development. The Company may enter into a business or opportunity
involving a "start-up" or new company. The Company may acquire a business
opportunity in various stages of its operation.

In seeking a business venture, the decision of management of the
Company will not be controlled by an attempt to take advantage of an
anticipated or perceived appeal of a specific industry, management group,
or product or industry, but will be based upon the business objective of
seeking long-term capital appreciation in the real value of the Company.

In analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; the history of
operations, if any; prospects for the future; the nature of present and
expected competition; the quality and experience of management services
which may be available and the depth of the management; the potential for
further research, development or exploration; the potential for growth and
expansion; the potential for profit; the perceived public recognition or
acceptance of products, services, trade or service marks, name
identification; and other relevant factors.

Generally, the Company will analyze all available factors in the
circumstances and make a determination based upon a composite of available
facts, without reliance upon any single factor as controlling.

Methods of Participation of Acquisition - Specific business
opportunities will be reviewed and, on the basis of that review, the legal
structure or method of participation deemed by management to be suitable
will be selected. Such structures and methods may include, but are not
limited to, leases, purchase and sale agreements, licenses, joint ventures,
other contractual arrangements, and may involve a reorganization, merger or
consolidation transaction. The Company may act directly or indirectly
through an interest in a partnership, corporation, or other form of
organization.

Procedures - As part of the Company's investigation of business
opportunities, officers and directors may meet personally with management
and key personnel of the firm sponsoring the business opportunity, visit
and inspect material facilities, obtain independent analysis or
verification of certain information provided, check references of
management and key personnel, and conduct other reasonable measures.

The Company will generally request that it be provided with written
materials regarding the business opportunity containing such items as a
description of product, service and company history; management resumes;
financial information; available projections with related assumptions upon
which they are based; an explanation of proprietary products and services;
evidence of existing patents, trademarks or service marks or rights
thereto; present and proposed forms of compensation to management; a
description of transactions between the prospective entity and its
affiliates; relevant analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; and other
information deemed relevant.

PRINCIPAL PRODUCTS OR SERVICES AND MARKETS
------------------------------------------
     None; not applicable

COMPETITION
-----------
The Company expects to encounter substantial competition in its
efforts to acquire a business opportunity. The primary competition is from
other companies organized and funded for similar purposes, small venture
capital partnerships and corporations, small business investment companies
and wealthy individuals.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
------------------------------------------
     None; not applicable

PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS
OR LABOR CONTRACTS, INCLUDING DURATION
------------------------------------------------------------------
     None

NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
-----------------------------------------------------------------
None; not applicable

TIME SPENT DURING THE LAST TWO FISCAL YEARS ON RESEARCH AND DEVELOPMENT
ACTIVITIES
-----------------------------------------------------------------------
None; not applicable.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
-------------------------------------------------------
     None; not applicable.

NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES
-----------------------------------------------------------
     The Company does not currently have any employees but relies upon the
efforts of its officers and directors to conduct the business of the
Company.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company does not own any property. The Company currently utilizes
office space, free of charge, from shareholders of the Company.

ITEM 3.  LEGAL PROCEEDINGS.

     The Company is not the subject of any pending legal proceedings; and
to the knowledge of management,  no proceedings are presently  contemplated
against the Company by any federal, state or local governmental agency.

     Further,  to the knowledge of management,  no director or executive
officer is party to any action in which any has an interest adverse to the
Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Pursuant to shareholder consent of a majority of the issued and
outstanding shares on June 19, 2000, the Company effected a reverse split
of its common stock on a 5000 for one basis; provided however, that no
stockholder of record owning 100 or more shares shall be reduced to less
than 100 shares as a result of the reverse split, on a per stock
certificate basis, and that no person owning less than 100 shares shall be
affected by the reverse split.

                          PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION
------------------
     During the past five years,  there has been a very limited  "public
market"  for  shares of common  stock of the Company.  It is therefore
difficult to determine the market value of the stock. Based on the last
trade reported for the Company's Common Stock on March 13, 2001, the market
value of shares held by nonaffiliates would be $310,161. There are no
preferred shares authorized.

     The Company is listed on the Over the Counter Bulletin Board
("OTCBB"), under the symbol "SPMI".

Set forth below are the high and low bid prices for the Company's
Common Stock since 1998. These represent prices between dealers and do not
include retail markup, markdown or commission. In addition, these
quotations do not represent actual transactions.

Quarter Ended                 High Bid          Low Bid
-------------                 --------          -------

March 1998                    .001              .001
June 1998                     .001              .0001
September 1998                .0001             .0001
December 1998                 .0001             .0001


March 1999                    .0001             .0001
June 1999                     .0001             .0001
September 1999                .0001             .0001
December 1999                 .0001             .0001

March 2000                    .005              .0001
June 2000                     .005              .0001
September 2000              10.500             1.500
December 2000                3.250             1.500

Through March 2001           2.000             1.750

HOLDERS
-------
     The number of record holders of the Company's  common stock as of
March 31, 2001, was 1,499; this  number  does  not  include  an
indeterminate  number  of stockholders  whose  shares are held by brokers
in street  name.  The number of stockholders  has been  substantially  the
same during the past five years.

DIVIDENDS
---------
     There are no present  material  restrictions  that limit the ability
of the Company  to pay  dividends  on common  stock or that are  likely to
do so in the future. The Company has not paid any dividends with respect to
its common stock, and does not intend to pay dividends in the foreseeable
future.

RECENT SALES OF UNREGISTERED SECURITIES
---------------------------------------
     None

ITEM 6.  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 of Development Stage. The Company's balance sheet
as of December 31, 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 December 31, 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.

ITEM 7.  FINANCIAL STATEMENTS.

FOR THE PERIOD ENDED DECEMBER 31, 2000
-------------------------------------------------------------
     The financial statements of the Company are included following the
signature page of this form 10-KSB.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
---------------------
     On October 30, 2000 the Company filed a Form 8-K to notify its
shareholders of change in its certifying accountant. Due to the death of
Darrell Schvaneveldt, principle of Schvaneveldt & Company, the Company
engaged Crouch, Bierwolf & Associates as of October 30, 2000. There were no
disagreements between the Company and Schvaneveldt & Company, whether
resolved or not resolved, on any matter of accounting principles or
practices, financial statement disclosure or auditing, scope or procedure.

                            PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------------------------
     The following table sets forth, the names and the nature of all
positions and offices held by all directors and executive officers of the
Company for the Company year ending December 31, 2000 and to the date
hereof,  and the period or periods  during which each such  director or
executive officer served in his or her respective positions.

Name and age                  Position and background
------------                  -----------------------

Kelly Adams, 47     Sole officer and Director - Effective February 23, 2001

                    Mr. Adams is the General Sales Manager for The Utah
                    Auto Collection, a new and used automobile dealership.
                    He has worked in the automobile industry since 1988.
                    Over the years, he has received numerous awards and
                    certifications including the Ford Motor Credit Top Five
                    Dealer Award.

Each of the following officers and directors served through February 23,
2001:

Kip Eardley, 41     President and Director

               Mr. Eardley has been self-employed as a consultant to
               various public and private companies since 1989.  He
               performs these services as president and owner of
               Capital Consulting of Utah, Inc.

John Chymboryk, 47    Secretary, Treasurer and Director

                      Mr. Chymboryk co-founded a company that specialized in
               marketing, customer retention and management training.
               He served as Vice President and was responsible for the
               financial operations and in developing and delivering
               management training. In 1997, Mr. Chymboryk was
               involved in designing, developing and implementing a
               new application that assists companies in following up
               and retaining their existing customer base.


TERM OF OFFICE
--------------
The term of office of the current directors shall continue until new
directors are elected or appointed.

FAMILY RELATIONSHIPS
--------------------
None of the present officer and directors have any family relationship
between one another.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
----------------------------------------
During the past five years,  no present or former  director,  person
nominated to become a director, executive officer, promoter or control
person of the Company:

(1) Was a general  partner  or  executive  officer  of any  business
by or against  which any  bankruptcy  petition was filed,  whether at the
time of such filing or two years prior thereto;

(2) Was  convicted  in a  criminal  proceeding  or named the  subject
of a pending  criminal  proceeding  (excluding  traffic  violations  and
other minor offenses);

(3) Was the  subject of any order,  judgment  or decree,  not
subsequently reversed,  suspended  or  vacated,  of  any  court  of
competent  jurisdiction, permanently or temporarily enjoining,  barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities;  and

(4) Was the  subject of any order,  judgment  or decree,  not
subsequently reversed,  suspended  or  vacated,  of any federal or state
authority  barring, suspending or otherwise  limiting for more than 60 days
the right of such person to engage in any activity  described  above under
this Item, or to be associated with persons engaged in any such activity;

(5) Was found by a court of competent jurisdiction (in a civil
action), the Commission  or the  Commodity  Futures  Trading  Commission
to have  violated a federal or state  securities or  commodities  law, and
the judgment has not been reversed, suspended, or vacated.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
-------------------------------------------------
Kip Eardley and John Chymboryk, sole members of Capital Holdings,
L.L.C. which owns approximately 6% of the Company's issued and outstanding
shares, have not filed a Form 3 or Form 5. No other director,  executive
officer or 10%  shareholder  of the  Company has effected any  transactions
in the Company's  securities  through the date of filing this report.

ITEM 10.  EXECUTIVE COMPENSATION.
----------------------------------
No current or prior officer or director has received any other
remuneration or compensation from the Company in the past three years, nor
has any member of the Company's management been granted any option or stock
appreciation right. Accordingly,  no tables relating to such items have
been included within this Item.

COMPENSATION OF DIRECTORS
-------------------------
     There are no arrangements  pursuant to which any of the Company's
directors were compensated  during the Company's last completed fiscal year
or the previous two  fiscal  years  for any  service  provided  as
director.

TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT
-----------------------------------------------------------
     There are no compensatory  plans or arrangements,  including payments
to be received  from the  Company,  with  respect to any former employees,
officers or directors which  would in any way result in payments to any
such  person  because  of his  or  her  resignation,  retirement  or  other
termination of such person's employment with the Company or its
subsidiaries, or any  change  in  control  of  the Company, or a change  in
the person's responsibilities following a change in control of the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
-----------------------------------------------
    The following  table sets forth the  shareholdings  of those persons
who own more than five percent of the Company's common stock as of the date
hereof:
                             Number and Percentage
                          of Shares Beneficially Owned
                          ----------------------------
Name and Address        # of Shares              % of Class
----------------       ----------------          ---------

Kip Eardley                  11,200(1)              6.34 %

John Chymboryk               11,200(1)              6.34%

(1) Consists of indirect ownership. The shares are held in the name of
Capital Holdings, L.L.C., a Utah limited liability company, of which Mr.
Eardley and Mr. Chymboryk are equal members.

SECURITY OWNERSHIP OF MANAGEMENT
--------------------------------
     The following table sets forth the shareholdings of the Company's
directors and executive officers as the date hereof:

                            Number and Percentage
                          of Shares Beneficially Owned
                          ----------------------------
                                     # of Shares
Name                       Direct        Indirect          % of Class
----------------      --------------  -------------      ----------

Kelly Adams                 0               0               0 %

All directors and
executives officers
as a group                  0               0               0 %
===================    ==========      ==========          =====

CHANGES IN CONTROL
------------------
       None; not applicable.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

TRANSACTIONS WITH MANAGEMENT AND OTHERS
---------------------------------------
     None; not applicable

CERTAIN BUSINESS RELATIONSHIPS
------------------------------
       None; not applicable

INDEBTEDNESS OF MANAGEMENT
--------------------------
       None; not applicable

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

DOCUMENTS INCORPORATED BY REFERENCE
----------------------------------
None; not applicable.

REPORTS ON FORM 8-K
-------------------
       A Form 8-K was filed on November 9, 2000 to notify the shareholders of
a change in certifying accountant from Schvaneveldt & Company to Crouch,
Bierwolf & Associates effective October 30, 2000.


                                SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the  Registrant  has duly  caused  this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                           SPM Group, Inc.


Date: April 9, 2001       By /s/ Kelly Adams
                           -----------------------
                           Kelly Adams, President

Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this  Report has been  signed  below by the  following  persons
on behalf of the Registrant and in the capacities and on the dates
indicated:


Date: April 9, 2001       By  /s/ Kelly Adams
                            -----------------------
                            Kelly Adams, Director






                     SPM Group, Inc.
              (A Development Stage Company)

                  FINANCIAL STATEMENTS

                   DECEMBER 31, 2000





[Letterhead]

             INDEPENDENT AUDITORS' REPORT



Board of Directors
SPM Group, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of SPM Group, Inc., (a
Colorado Corporation), (a development stage company) at December 31, 2000,
and the related statements of operations, stockholders' equity and cash
flows for the year ended December 31, 2000.  These financial statements are
the responsibility of the Company's management.  My responsibility is to
express an opinion on these financial statements based on my audit. The
financial statements of SPM Group Inc. as of December 31, 1998, were
audited by other auditors whose report dated March 29, 1999, expressed an
unqualified opinion on those statements.

I conducted my audit in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statements presentation.  I believe that my audit
provides a reasonable basis for my opinion.

In my opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of SPM Group, Inc. (a
development stage company) as of December 31, 2000 and the results of its
operations and its cash flows for the year ended December 31, 2000, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note #5 to the
financial statements, the Company has an accumulated deficit and a negative
net worth at December 31, 2000. These factors raise substantial doubt about
the Company's ability to continue as a going concern.  Management's plans
in regard to these matters are also discussed in Note #5.  The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Crouch, Bierwolf & Associates

Salt Lake City, Utah
April 4, 2001



                     SPM Group, Inc.
              (A Development Stage Company)
                     Balance Sheets
                       December 31

                                                     2000       1999
                                                   --------   --------
           Assets

   Current Assets                                  $     -    $     -
                                                   --------   --------
         Total Assets                              $     -    $     -
                                                   ========   ========


           Liabilities and Stockholders' Equity

   Current Liabilities                             $     -    $     -

   Stockholders' Equity
    Common Stock Authorized, 100,000,000
    Shares at No Par Value, 179,567 and 168,367
    Shares Issued & Outstanding Respectively     5,618,986  5,607,486
    Deficit Accumulated                         (5,618,986)(5,607,486)
                                                 ---------  ---------
         Total Stockholders' Equity                      -          -
                                                 ---------  ---------
         Total Liabilities &
         Stockholders' Equity                     $      -   $      -
                                                 ========= ==========


The accompanying notes are an integral part of these financial statements.



                     SPM Group, Inc.
              ( Development Stage Company)
                Statements of Operations
           For the Year Ended December 31 and
Accumulated from January 1, 1992 (Inception) to December 31, 2000 (Unaudited)

                                                               Deficit
                                                             Accumulated
                                                              During the
                                                             Development
                                       2000       1999         Stage
                                      ------     ------     -------------

Revenue                             $    -     $    -        $     -

Expenses
   General & Administrative         11,500          -         25,211
   Interest                              -          -         11,649
                                    ------     ------        -------
     Total Expenses                 11,500          -         36,860
                                    ------     ------        -------

   Other Income (Expense)
    Gain from Extinguishment
     Of Debt                             -          -       (361,263)
                                    ------     ------        -------
     Total Expenses                (11,500)         -       (324,403)
                                    ------     ------        -------

Income from Operations             (11,500)         -       (324,403)
                                    ======     ======        =======


The accompanying notes are an integral part of these financial statements.



                   SPM Group, Inc.
             (A Development Stage Company)
          Statement of Stockholders' Equity
      From January 1, 1992 to December 31, 2000


                                     Common Stock        Accumulated
                                  -----------------        Deficit
                                 Shares       Amount
                                --------     --------    -----------
BALANCE, January 1, 1992         168,367    $5,607,486   $(5,943,389)

Net Loss for the year ended
December 31, 1992                      -             -        (1,550)
                               ---------     ---------     ---------
BALANCE, December 31, 1992       168,367     5,607,486    (5,944,939)

Net Loss for the year ended
December 31, 1993                      -             -       337,453
                               ---------     ---------     ---------
BALANCE, December 31, 1993       168,367     5,607,486    (5,607,486)

No Operations from January 1,
1994 to December 31, 1999              -             -             -
                               ---------     ---------     ---------
BALANCE, December 31, 1999       168,367     5,607,486    (5,607,486)

Issued to Officer for Services
at $1.03 Per Share                 3,920         4,025

Shares Issued to Officer
for Relief of Debt at
$1.03 Per Share                    7,280         7,475

Net Loss for the year ended
December 31, 2000                      -             -       (11,500)
                               ---------     ---------     ---------
BALANCE, December 31, 2000       179,567     5,618,986    (5,618,986)
                               =========     =========     =========


The accompanying notes are an integral part of this financial statement.



                                SPM Group,Inc.
                        (Development Stage Company)
                          Statements of Cash Flows
                    For the Years Ended December 31 and
Accumulated from January 1, 1992 (Inception) to December 31, 2000 (Unaudited)


                                                             Deficit
                                                            Accumulated
                                                             During the
                                                             Development
                                       2000       1999         Stage
                                      -------    -------    -------------
Cash Flows From Operating Activities:

  Net Income (Loss)                  $(11,500)   $      -      $ 324,403
  Adjustments to Reconcile Net
  Income to Net Cash Provided by
  Operating Activities;
    Non Cash Expenses                  11,500           -         36,860
    Gain from Extinguishment if Debt        -           -       (361,263)
                                      -------     -------         ------
       Net Cash Provided
         by 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                 $     -     $     -         $    -
                                      =======     =======         ======

Disclosures from Operating Activities
     Interest                        $     -     $     -         $11,649
     Taxes                           $     -     $     -         $    -


 The accompanying notes are an integral part of these financial statements.



                             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.

During the year 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.

Retained Earnings;
From inception to December 31, 1991, SPM Group, Inc. incurred losses of
$5,943,389. 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.