SECURITIES AND EXCHANGE COMMISSION

                                              WASHINGTON, D.C. 20549

                                                    FORM 10-QSB


                                    QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                                      OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended                                       Commission File Number
December 31, 1994                                               0-24378


                                            SPPS FINANCIAL CORPORATION
                         (Exact Name of Registrant as specified in its Charter)


            Delaware                                          33-0611745
(State or other Jurisdiction of                        I.R.S. Employer Identi-
Incorporation or Organization                                fication No.)

1500 Quail Street, Suite 550, Newport Beach, California                 92660
(Address of Principal Executive Offices)                             (Zip Code)

                                                  (714) 660-1500
                           (Registrant's Telephone Number, including Area Code)




           Indicate  by check  mark  whether  the  Registrant  (i) has filed all
reports required to be filed by Section 13, or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (of for such shorter  period that the
Registrant  was required to file such reports) and (ii) has been subject to such
filing requirements for the past 90 days.

                                           Yes    X           No

           Indicate  the number of shares  outstanding  of each of the  issuer's
classes of Common Stock, as of the latest practicable date.

Common Stock, $.001 par value                                424,600
----------------------------------                     --------------------
Title of Class                                     Number of Shares outstanding
                                                        at December 31, 1994

No exhibits included.

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                           SPPS FINANCIAL CORPORATION
                      (A Company in the Development Stage)

                                 BALANCE SHEETS


                                     ASSETS

                                                                                            March 31,       December 31,
                                                                                              1994              1994


<S>                                                                                         <C>               <C>
CURRENT ASSETS - CASH                                                                             763
              OTHER ASSETS
                     Organization costs, net of accumulated
                     amortization of $102 and $143 (Note 1)                                       161               120

              TOTAL ASSETS                                                                  $     924         $     120



                      LIABILITIES AND STOCKHOLDERS' EQUITY



CURRENT LIABILITIES - Accounts payable                                                      $     168         $     847

STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value; 1,000,000 shares
  authorized; no shares issued and outstanding

Common Stock, $.001 par value; 20,000,000 shares
  authorized; 424,600 shares issued and outstanding                                               425               425

Additional paid-in Capital                                                                        821               821

Accumulated deficit during the development stage                                                (490)           (1,973)


              TOTAL STOCKHOLDERS' EQUITY                                                          756             (727)



TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                                  $     924         $     120

                                  See accompanying Notes to Financial Statements



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                           SPPS FINANCIAL CORPORATION
                      (A Company in the Development Stage)

                            STATEMENTS OF OPERATIONS


                                                                                                                       CUMULATIVE
                                                                    FOR THE                         FOR THE               FROM
                                                                  NINE MONTHS                        THREE              INCEPTION
                                                                     ENDED                       MONTHS ENDED        (JUNE 11, 1992)
                                                                 DECEMBER 31,                    DECEMBER 31,          TO DECEMBER
                                                             1994            1993            1994           1993         31, 1994



<S>                                                     <C>              <C>             <C>             <C>            <C>      
REVENUES                                                $        -0-     $       -0-     $        -0-    $        -0-   $        -0-

OPERATING EXPENSES

    General and Administrative                                 1,442                              198                          1,830
    Amortization                                                  41              41               14              14            143
TOTAL OPERATING EXPENSES                                       1,483              41              212              14          1,973


NET (LOSS)                                              $    (1,483)     $      (41)     $      (212)    $       (14)   $    (1,973)

NET (LOSS) PER SHARE                                    $      (Nil)     $     (Nil)     $      (Nil)    $      (Nil)   $      (Nil)


WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                                       424,600         408,317          424,600         424,600        413,368



                                  See accompanying Notes to Financial Statements



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                           SPPS FINANCIAL CORPORATION
                      (A Company in the Development Stage)

                            STATEMENTS OF CASH FLOWS


                                                                                                                       CUMULATIVE
                                                                    FOR THE                         FOR THE               FROM
                                                                  NINE MONTHS                        THREE              INCEPTION
                                                                     ENDED                       MONTHS ENDED        (JUNE 11, 1992)
                                                                 DECEMBER 31,                    DECEMBER 31,          TO DECEMBER
                                                             1994            1993            1994           1993         31, 1994

CASH FLOWS FROM OPERATING
ACTIVITIES

<S>                                                     <C>              <C>             <C>             <C>            <C>         
    Net (Loss)                                          $    (1,483)     $      (27)     $      (212)    $       (14)   $    (1,973)

    Add item not requiring the
       use of cash-Amortization                                   41              27               14              14            143

       Increase (decrease) in accounts
       payable                                                   679                              198                            847



    Net cash flows from operating
       activities                                              (763)                                                           (983)

    CASH FLOWS INVESTING ACTIVITIES
      Organizational Costs                                                                                                     (263)

    CASH FLOWS FROM FINANCING
    ACTIVITIES
       Contribution to Capital                                                                                                   500
       Sale of Common Stock                                                                                                      746


       Net Cash flows from financing
         activities                                                                                                            1,246
NET INCREASE (DECREASE) IN CASH                                (763)

CASH BALANCE AT BEGINNING OF PERIOD                              763             237                              237

CASH BALANCE AT END OF PERIOD                           $                $       237     $               $        237   $


                                  See accompanying Notes to Financial Statements



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                                            SPPS FINANCIAL CORPORATION
                                       (A Company in the Development Stage)

                                      NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                    (UNAUDITED)
                                                 DECEMBER 31, 1994


1.       Comments

         The accompanying financial statements are unaudited, but in the opinion
         of the management of the Company,  contain all adjustments,  consisting
         of only normal  recurring  accruals,  necessary  to present  fairly the
         financial  position at December 31, 1994, the results of operations for
         the three and nine months  ended  December  31, 1994 and 1993,  and the
         cash flows for the three and nine months  ended  December  31, 1994 and
         1993.

         Reference is made to the Company's Form 10-KSB for the year ended March
         31, 1994.  The results of operations for the nine months ended December
         31, 1994 are not necessarily indicative of the results of operations to
         be expected for the full fiscal year ending March 31, 1995.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION

         The Company has limited working capital and no activities.


                                            PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS  -  None

Item 2.  CHANGES IN SECURITIES - None

Item 3.  DEFAULTS UPON SENIOR SECURITIES - None

Item 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS - None

Item 5.  OTHER INFORMATION - None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits--None

         Reports on Form 8-K--None.


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                                                    SIGNATURES

        Pursuant to the requirements 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.


                                    SPPS FINANCIAL CORPORATION



Date:     January 31, 1996          By:  /s/ Jehu Hand
                                         -------------
                                         Jehu Hand,
                                    President and Chief Financial
                                    Officer (chief financial officer
                                    and accounting officer and duly
                                    authorized officer)

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