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<P>                                                                 <STRONG>SECURITIES AND EXCHANGE COMMISSION</STRONG></P>

<P><STRONG>                                                                                 WASHINGTON, D.C. 20549</STRONG></P>

<P><STRONG>         </STRONG></P>

<P><STRONG>                                                                                             FORM S-8</STRONG></P>

<P>           </P>

<P>                                                                      REGISTRATION STATEMENT UNDER</P>

<P>                                                                            THE SECURITIES ACT OF 1933<BR>
<BR>
</P>

<P>                                                                       <STRONG>ZAMAGE DIGITAL IMAGING, INC.</STRONG></P>

<P>                                                              (FORMERLY KNOWN AS SPM GROUP, INC.)</P>

<P>                                                                             ---------------------------------------          </P>

<P>                                                          (Exact Name of Registrant as Specified in its Charter)</P>

<P>
<TABLE BORDER="1" WIDTH="100%" CELLPADDING="1" CELLSPACING="1">
<TR><TD><STRONG>                                      Colorado                         </STRONG></TD>
<TD><STRONG>          83-0233011</STRONG></TD></TR>
<TR><TD>(State or Other Jurisdiction of incorporation or organization) </TD>
<TD>(IRS Employer ID No.)</TD></TR></TABLE>

<P>                                                                                               <STRONG>0-9410</STRONG></P>

<P>                                                                                   (Commission File No.)<BR>
</P>

<P>                                                <STRONG>1050 Boundary Road, Burnaby, British Columbia, Canada V5K 4T3</STRONG></P>

<P>                                                                     (Address of Principal Executive Offices)  <BR>
<BR>
</P>

<P>                                                                                          <STRONG>604-298-0085</STRONG></P>

<P>                                                            (Issuer's Telephone Number, including Area Code)</P>

<P>                                    </P>

<P><STRONG>                                                                     Consultant Compensation Agreement</STRONG></P>

<P>                                                                                   (Full Title of the Plan)<BR>
<BR>
</P>

<P>                                                                                      CT Corporation </P>

<P>                                                                                      1600 Broadway</P>

<P>                                                                                     Denver, CO 80202</P>

<P>                                                                 (Name and Address of Agent for Service)<BR>
</P>

<P>IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR
CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN
SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK
THE FOLLOWING BOX:    [  ]<BR>
<BR>
</P>

<P>                      CALCULATION OF REGISTRATION FEE</P>

<P>
<TABLE BORDER="1" WIDTH="100%" CELLPADDING="1" CELLSPACING="1">
<TR><TD>Title of Each Class of
Securities to be Registered </TD>
<TD>Amount to be Registered</TD>
<TD>Proposed Maximum Price per
Unit/Share</TD>
<TD>Proposed Maximum
Aggregate Offering Price</TD></TR>
<TR><TD>$0.001 par value common
voting stock</TD>
<TD>2,346,223</TD>
<TD>$.05</TD>
<TD>$117,311.15</TD></TR>
<TR><TD>Fee</TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR><TD> (1) $29.32</TD>
<TD></TD>
<TD></TD>
<TD></TD></TR></TABLE>

<P>       (1)  Calculated according to Rule 230.457(h) of the Securities and Exchange Commission, based upon the exercise price of
the options covering the underlying common stock to be issued under the Plan.</P>

<P>           </P>

<P>                          <STRONG>PART I</STRONG></P>

<P><STRONG>Item 1.  Plan Information.</STRONG></P>

<P>     Plan.</P>

<P>         A copy of the Consultant Compensation Agreement(the "Plan")is attached hereto and incorporated herein by reference.</P>

<P><STRONG>Item 2.  Registrant Information and Employee Plan Annual Information.</STRONG></P>

<P>     Available Information.</P>

<P>         Copies of the Plan, 10-KSB Annual Report of the Registrant, all 10-QSB Quarterly Reports, any Current Reports and/or
proxy or information statements filed with the Securities and Exchange Commission (the "Commission") during the past twelve
months have been provided to the Plan participants.</P>

<P>           Additional information regarding the Registrant may be reviewed at the Commission's web site www.sec.gov.</P>

<P><STRONG>                      PART II</STRONG></P>

<P>      Information Required in the Registration Statement</P>

<P><STRONG>Item 3.  Incorporation of Documents by Reference.</STRONG></P>

<P>          The following documents are incorporated by reference into this Registration Statement and made a part hereof, to wit: </P>

<P>          (a)  The Registrant's 10-KSB;</P>

<P>          (b)  All other reports filed pursuant to Sections 13(a) or 15(d)of the Securities Exchange Act of 1934 (the "Exchange
Act")for the past twelve months;</P>

<P>          (c)  Not applicable.</P>

<P>          All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and
made a part hereof from the date of the filing of such documents.</P>

<P><STRONG>Item 4.  Description of Securities.</STRONG></P>

<P>          The Registrant is authorized to issue $0.001 par value common voting stock.</P>

<P>          The holders of the $0.001 par value common stock of the Registrant have traditional rights as to voting, dividends and
liquidation.  All shares of common stock are entitled to one vote on all matters; there are no pre-emptive rights and cumulative
voting is not allowed.  The common stock is not subject to redemption and carries no subscription or conversion rights. In the
event of liquidation of the Registrant, the holders of common stock are entitled to share equally in corporate assets after
satisfaction of all liabilities.</P>

<P><STRONG>Item 5.  Interest of Named Experts and Counsel.</STRONG></P>

<P>          None.</P>

<P><STRONG>Item 6.  Indemnification of Directors and Executive Officers.</STRONG></P>

<P>          Under Colorado corporation law, a corporation has the power to indemnify any person who is made a party to any civil,
criminal, administrative or investigative proceeding, other than an action by or in the right of the corporation, by reason of the
fact that such person was a director, officer, employee or agent of the corporation, against expenses, including reasonable
attorneys' fees, judgments, fines and amounts paid in settlement of any such actions; provided, however, in any criminal
proceeding, the indemnified person shall have had no reason to believe the conduct committed was unlawful.</P>

<P>  The applicable sections of Colorado law concerning indemnification are set forth below:</P>

<P> CRS 7-109-102 Authority to Indemnify Directors</P>

<P><STRONG>     </STRONG>(1) Except as provided in subsection (4) of this section, a corporation may indemnify a person made a party to a proceeding
because the person is or was a director against liability incurred in the proceeding if: </P>

<P>       (a) The person conducted himself or herself in good faith; and </P>

<P>       (b) The person reasonably believed: </P>

<P>          (i) In the case of conduct in an official capacity with the corporation, that his or her conduct was in the corporation's best
interests; and </P>

<P>          (ii) In all other cases, that his or her conduct was at least not opposed to the corporation's best interests; and </P>

<P>       (c) In the case of any criminal proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. </P>

<P>(2) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the
interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (ii) of
paragraph (b) of subsection (1) of this section. A director's conduct with respect to an employee benefit plan for a purpose that
the director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not
to satisfy the requirements of paragraph (a) of subsection (1) of this section. </P>

<P>(3) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section. </P>

<P>(4) A corporation may not indemnify a director under this section: </P>

<P>  (a) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the
corporation; or </P>

<P>  (b) In connection with any other proceeding charging that the director derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding the director was adjudged liable on the basis that he or she derived
an improper personal benefit. </P>

<P>(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited
to reasonable expenses incurred in connection with the proceeding. </P>

<P><STRONG>Item 7.  Exemption from Registration Claimed.</STRONG></P>

<P>     None.</P>

<P><STRONG>Item 8.  Exhibits.</STRONG><BR>
<BR>
</P>

<P>Exhibit Number         Description   </P>

<P>   5                              Opinion Regarding Legality        </P>

<P> 23.1                           Consent of Cletha A. Walstrand, Esq.</P>

<P> 23.2                           Consent of Bierwolf, Nilson &amp; Associates</P>

<P> 99.1                           Consultant Compensation Agreement</P>

<P>                                      Counterpart Signature Pages</P>

<P>                                      Participant Letters                  </P>

<P><STRONG>Item 9.  Undertakings.</STRONG></P>

<P>          The undersigned Registrant hereby undertakes:</P>

<P>          (a)  (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration
Statement:</P>

<P>                      (i)     To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "1933 Act");</P>

<P>                     (ii)     To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement; and</P>

<P>                    (iii)     To include any additional or changed material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, only to the extent required by the general rules and regulations of the Commission.</P>

<P>               (2)  That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.</P>

<P>               (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.</P>

<P>          (b)  That for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.</P>

<P>          (c)  Insofar as indemnification for liabilities arising under the 1933 Act, as amended, may be permitted to directors,
executive officers and controlling persons of the Registrant as outlined above or otherwise, the Registrant has been advised that
in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, executive officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, executive officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such issue.<BR>
<BR>
</P>

<P>                                                                            <STRONG> SIGNATURES</STRONG></P>

<P>          Pursuant to the requirements of the 1933 Act, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on the date or dates appearing opposite the respective signatures hereto.</P>

<P>                                                    REGISTRANT:</P>

<P> Date: 11/21/2001                      By: /s/ Stewart Irvine</P>

<P>                                                   -----------------------------</P>

<P>                                                   Stewart Irvine, CEO<BR>
</P>

<P>          Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.</P>

<P>Date: 11/21/2001                      By: /s/ Stewart Irvine</P>

<P>                                                  -------------------------</P>

<P>                                                  Stewart Irvine, CEO and Chairman of the Board<BR>
<BR>
</P>

<P>                                                  By: /s/ Rene Desjardins</P>

<P>                                                  -------------------------</P>

<P>                                                  Rene Desjardins, President,  and Director<BR>
</P>

<P>                                                 By: /s/ Ken Maude</P>

<P>                                                 -------------------------</P>

<P>                                                Ken Maude, Secretary/Treasurer  and Director</P>

</BODY>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ZAMAGE DIGITAL IMAGING, INC.
(FORMERLY KNOWN AS SPM GROUP, INC.)
---------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Colorado
83-0233011
(State or Other Jurisdiction of incorporation or organization)
(IRS Employer ID No.)
0-9410
(Commission File No.)
1050 Boundary Road, Burnaby, British Columbia, Canada V5K 4T3
(Address of Principal Executive Offices)
604-298-0085
(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement
(Full Title of the Plan)
CT Corporation
1600 Broadway
Denver, CO 80202
(Name and Address of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR
CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN
SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK
THE FOLLOWING BOX:    [  ]
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Amount to be Registered
Proposed Maximum Price per
Unit/Share
Proposed Maximum
Aggregate Offering Price
$0.001 par value common
voting stock
2,346,223
$.05
$117,311.15
Fee
(1) $29.32
(1)  Calculated according to Rule 230.457(h) of the Securities and Exchange Commission, based upon the exercise price of
the options covering the underlying common stock to be issued under the Plan.
PART I
Item 1.  Plan Information.
Plan.
A copy of the Consultant Compensation Agreement(the "Plan")is attached hereto and incorporated herein by reference.
Item 2.  Registrant Information and Employee Plan Annual Information.
Available Information.
Copies of the Plan, 10-KSB Annual Report of the Registrant, all 10-QSB Quarterly Reports, any Current Reports and/or
proxy or information statements filed with the Securities and Exchange Commission (the "Commission") during the past twelve
months have been provided to the Plan participants.
Additional information regarding the Registrant may be reviewed at the Commission's web site www.sec.gov.
PART II
Information Required in the Registration Statement
Item 3.  Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration Statement and made a part hereof, to wit:
(a)  The Registrant's 10-KSB;
(b)  All other reports filed pursuant to Sections 13(a) or 15(d)of the Securities Exchange Act of 1934 (the "Exchange
Act")for the past twelve months;
(c)  Not applicable.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and
made a part hereof from the date of the filing of such documents.
Item 4.  Description of Securities.
The Registrant is authorized to issue $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant have traditional rights as to voting, dividends and
liquidation.  All shares of common stock are entitled to one vote on all matters; there are no pre-emptive rights and cumulative
voting is not allowed.  The common stock is not subject to redemption and carries no subscription or conversion rights. In the
event of liquidation of the Registrant, the holders of common stock are entitled to share equally in corporate assets after
satisfaction of all liabilities.
Item 5.  Interest of Named Experts and Counsel.
None.
Item 6.  Indemnification of Directors and Executive Officers.
Under Colorado corporation law, a corporation has the power to indemnify any person who is made a party to any civil,
criminal, administrative or investigative proceeding, other than an action by or in the right of the corporation, by reason of the
fact that such person was a director, officer, employee or agent of the corporation, against expenses, including reasonable
attorneys' fees, judgments, fines and amounts paid in settlement of any such actions; provided, however, in any criminal
proceeding, the indemnified person shall have had no reason to believe the conduct committed was unlawful.
The applicable sections of Colorado law concerning indemnification are set forth below:
CRS 7-109-102 Authority to Indemnify Directors
(1) Except as provided in subsection (4) of this section, a corporation may indemnify a person made a party to a proceeding
because the person is or was a director against liability incurred in the proceeding if:
(a) The person conducted himself or herself in good faith; and
(b) The person reasonably believed:
(i) In the case of conduct in an official capacity with the corporation, that his or her conduct was in the corporation's best
interests; and
(ii) In all other cases, that his or her conduct was at least not opposed to the corporation's best interests; and
(c) In the case of any criminal proceeding, the person had no reasonable cause to believe his or her conduct was unlawful.
(2) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the
interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (ii) of
paragraph (b) of subsection (1) of this section. A director's conduct with respect to an employee benefit plan for a purpose that
the director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not
to satisfy the requirements of paragraph (a) of subsection (1) of this section.
(3) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
(4) A corporation may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the
corporation; or
(b) In connection with any other proceeding charging that the director derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding the director was adjudged liable on the basis that he or she derived
an improper personal benefit.
(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited
to reasonable expenses incurred in connection with the proceeding.
Item 7.  Exemption from Registration Claimed.
None.
Item 8.  Exhibits.
Exhibit Number         Description
5                              Opinion Regarding Legality
23.1                           Consent of Cletha A. Walstrand, Esq.
23.2                           Consent of Bierwolf, Nilson & Associates
99.1                           Consultant Compensation Agreement
Counterpart Signature Pages
Participant Letters
Item 9.  Undertakings.
The undersigned Registrant hereby undertakes:
(a)  (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration
Statement:
(i)     To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "1933 Act");
(ii)     To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement; and
(iii)     To include any additional or changed material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, only to the extent required by the general rules and regulations of the Commission.
(2)  That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b)  That for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c)  Insofar as indemnification for liabilities arising under the 1933 Act, as amended, may be permitted to directors,
executive officers and controlling persons of the Registrant as outlined above or otherwise, the Registrant has been advised that
in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, executive officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, executive officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on the date or dates appearing opposite the respective signatures hereto.
REGISTRANT:
Date: 11/21/2001                      By: /s/ Stewart Irvine
-----------------------------
Stewart Irvine, CEO
Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Date: 11/21/2001                      By: /s/ Stewart Irvine
-------------------------
Stewart Irvine, CEO and Chairman of the Board
By: /s/ Rene Desjardins
-------------------------
Rene Desjardins, President,  and Director
By: /s/ Ken Maude
-------------------------
Ken Maude, Secretary/Treasurer  and Director