FORM 10-QSB/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
OR
[ ] 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 000-25385
PURCHASE POINT MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1853993
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
141 FIFTH AVENUE, NEW YORK, NEW YORK 10010
(212) 539-6104
(Address and telephone number, including area code, of
registrant's principal executive office)
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) 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 (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.
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.
At February 15, 2000, there were 11,409,577 shares of Common Stock, no
par value, outstanding.
PURCHASE POINT MEDIA CORPORATION
INDEX
Page
----
Part I. Financial Information 1
Item 1. Financial Statements
Balance Sheets as of December 31, 1999
(unaudited) and June 30, 1999 2
Statements of Operations and for the
Six and Three Months Ended December
31, 1999 and 1998 (unaudited) and
the Period June 28, 1996 (Date of
Formation) through December 31, 1999 3
Statements of Cash Flows for the Six
Months Ended December 31, 1999 and
1998 (unaudited) and the Period June
28, 1996 (Date of Formation) through
December 31, 1999 4 - 5
Notes to Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
or Plan of Operations 7 - 12
Part II. Other Information
Item 1. Legal Proceedings 12
Item 6. Exhibits and Report on Form 8-K 12
Signatures 13
PART I. Financial Information
Item 1. Financial Statements
Certain information and footnote disclosures required under generally
accepted accounting principles have been condensed or omitted from the following
financial statements pursuant to the rules and regulations of the Securities and
Exchange Commission. It is suggested that the following consolidated financial
statements be read in conjunction with the year-end financial statements and
notes thereto included in the Company's Annual Report on Form 10-KSB for the
year ended June 30, 1999.
The results of operations for the six months ended December 31, 1999,
are not necessarily indicative of the results to be expected for the entire
fiscal year or for any other period.
1
PURCHASE POINT MEDIA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
December 31, June 30,
1999 1999
------------ --------
(Unaudited)
Current Assets:
Cash ................................................................................ $ -- $ 97
Prepaid expenses .................................................................... 16,179 18,487
----------- -----------
Total Current Assets ............................................................. 16,179 18,584
Equipment - net ....................................................................... 4,101 2,810
Patents and trademarks - net .......................................................... 26,219 27,159
----------- -----------
TOTAL ASSETS ..................................................................... $ 46,499 $ 48,553
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
Notes payable ....................................................................... $ 46,903 $ 46,903
Accounts payable and
accrued expenses ................................................................... 183,095 163,014
Due to officer/shareholder .......................................................... 115,770 86,130
Due to related parties .............................................................. 519,370 508,407
----------- -----------
Total Current Liabilities ........................................................ 865,138 804,454
----------- -----------
Long-term debt ........................................................................ 131,555 --
----------- -----------
Total Liabilities ................................................................ 996,693 804,454
----------- -----------
Stockholders' Deficiency:
Preferred stock; no par value -
authorized 50,000,000 shares
outstanding 2,000 shares, at
redemption value ................................................................... 170 170
Common stock, no par value -
authorized, 100,000,000 shares,
issued and outstanding 11,409,577
and 11,375,000 shares .............................................................. 260,497 260,497
Additional paid in capital .......................................................... 23,104 23,104
Deficit accumulated during
development stage .................................................................. (1,233,965) (1,039,672)
----------- -----------
Total Stockholders' Deficiency ................................................... (950,194) (755,901)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY ........................................................ $ 46,499 $ 48,553
=========== ===========
2
PURCHASE POINT MEDIA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
Period
June 28, 1996
(Date of
Six Months Ended Three Months Ended Formation)
December 31, December 31, through
------------ ------------ December 31,
1999 1998 1999 1998 1999
-------- -------- ------ ------ --------
(Unaudited) (Unaudited) (Unaudited)
Costs and Expenses:
General and administrative
expenses ........................ $ 164,791 $ 225,410 $ 96,976 $ 84,599 $ 1,104,287
Interest expense ................. 28,223 18,838 15,254 9,534 123,103
Depreciation and
amortization .................... 1,279 1,552 653 779 6,575
----------- ----------- ----------- ----------- -----------
Net loss ........................... $ 194,293 $ 245,800 $ 112,883 $ 94,912 $ 1,233,965
=========== =========== =========== =========== ===========
Loss per common share -
basic and diluted ................ $ .02 $ .02 $ .01 $ .01 $ --
=========== =========== =========== =========== ===========
Weighted average number of
common shares and
equivalents outstanding
- basic and diluted .............. 11,409,571 11,375,000 11,409,571 11,375,000 --
=========== =========== =========== =========== ===========
3
PURCHASE POINT MEDIA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
Period
June 28, 1996
Six Months Ended Date of
December 31, Formation)
------------ through
1999 1998 December 31, 1999
------ ------ ------------------
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net (loss) ................................................. $ (194,293) $ (245,800) $(1,233,965)
Adjustments to reconcile
net (loss) to net cash
(used in) operating
activities:
Depreciation and
amortization ............................................. 1,279 1,552 6,575
Forgiveness of debt
from related parties ...................................... -- -- (25,000)
Non cash compensation ...................................... 2,308 11,305 32,095
Changes in operating assets and liabilities:
(Increase) decrease in
other assets ................................................ -- -- (5,143)
Increase in accounts
payable and accrued
expenses ................................................... 20,081 20,539 183,095
----------- ----------- -----------
Net Cash (Used in)
Operating Activities ....................................... (170,625) (212,404) (1,042,343)
----------- ----------- -----------
Cash flows from investing activities:
Purchase of equipment ....................................... (1,630) -- (4,752)
----------- ----------- -----------
Cash flows from financing activities:
Proceeds from related
party ...................................................... 56,762 168,348 787,231
Proceeds from borrowings .................................... 131,555 -- 178,458
Proceeds from officer/
stockholder ................................................ 57,063 4,038 189,564
4
PURCHASE POINT MEDIA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS (continued)
Period
June 28, 1996
Six Months Ended Date of
December 31, Formation)
------------ through
1999 1998 December 31, 1999
------ ------ ------------------
(Unaudited) (Unaudited)
Payments to officer/
stockholder .................................... (27,424) (15,396) (73,795)
Payments to related parties ..................... (45,798) (125,259) (286,360)
Proceeds from sale of
common stock ................................... -- -- 251,997
Deposit received for
issuance of shares ............................. -- 182,000 --
----------- ----------- -----------
Net Cash Provided by
Financing Activities ........................ 172,158 213,731 1,047,095
----------- ----------- -----------
Net increase (decrease)
in cash ......................................... (97) 1,327 --
Cash - beginning of period ........................ 97 -- --
----------- ----------- -----------
Cash - end of period .............................. $ -- $ 1,327 $ --
=========== =========== ===========
Supplementary Information:
Cash paid during the year
for:
Interest ..................................... $ 667 $ 551 $ 1,700
=========== =========== ===========
Income taxes ................................. $ -- $ -- $ --
=========== =========== ===========
Non-cash investing activities:
Acquisition of business
Fair value of assets
acquired ....................................... $ -- $ 8,500 $ 8,500
=========== =========== ===========
Forgiveness of related
party loan ....................................... $ -- $ 25,000 $ 25,000
=========== =========== ===========
Issuance of warrants in
connection with the sale
of common stock .................................. $ -- $ -- $ 23,104
=========== =========== ===========
5
PURCHASE POINT MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The balance sheet as of December 31, 1999, and the consolidated
statements of operations and cash flows for the six months ended December
31, 1999 and 1998 have been prepared by the Company and are unaudited. In
the opinion of management, all adjustments (consisting of normal
recurring adjustments) necessary to present fairly the financial
position, results of operations and comprehensive income (loss) and cash
flows for all periods presented have been made. Certain items in the
December 31, 1998 financial statements have been reclassified to conform
to December 31, 1999 classifications. The information for June 30, 1999
was derived from audited financial statements.
2. BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in a normal course of business.
The Company's primary planned activities are the development and
marketing needed to create, produce and sell advertising space to
national advertisers to be displayed on grocery cart displays. At
December 31, 1999, operations had not yet commenced and no revenue has
been derived; accordingly, the Company is considered a development stage
enterprise. There is no assurance that the selling of advertising space
to national advertisers will be developed or that the Company will
achieve a profitable level of operation.
The development activities of the Company are being financed through
advances by a major shareholder The Company's continued existence is
dependent upon its ability to obtain needed working capital through
additional equity and/or debt financing and the commencement of its
planned principal operations. Management is actively seeking additional
capital to ensure the continuation of its development activities.
However, there is no assurance that additional capital will be obtained.
These uncertainties raise substantial doubt about the ability of the
Company to continue as a going concern.
The financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts or the
amounts and classifications of liabilities that might be necessary should
the Company be unable to continue as a going concern.
3. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per common share are computed using the weighted
average number of common shares outstanding during the period. Diluted
earnings per common share are computed using the weighted average number
of common shares and potential common shares outstanding during the
period.
6
4. DEBT
The Company entered into an agreement with Vintage International,
Inc. ("Vintage") whereby the Company would borrow from Vintage up to
$1,000,000. Vintage, at its option, may convert the balance of the loan
wholly or in part, at any time, to common stock of the Company at the
exercise price of $.50 per share, the fair market value of the
Company's common stock. As of December 31, 1999, the Company received
$131,555.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Company's quarterly and annual operating results are affected
by a wide variety of factors that could materially and adversely affect
revenues and profitability, including competition from other suppliers;
changes in the regulatory and trade environment; changes in consumer
preferences and spending habits; the inability to successfully manage
growth; seasonality; the ability to introduce and the timing of the
introduction of new products and the inability to obtain adequate
supplies or materials at acceptable prices. As a result of these and
other factors, the Company may experience material fluctuations in
future operating results on a quarterly or annual basis, which could
materially and adversely affect its business, financial condition,
operating results, and stock price. Furthermore, this document and
other documents filed by the Company with the Securities and Exchange
Commission (the "SEC") contain certain forward-looking statements under
the Private Securities Litigation Reform Act of 1995 with respect to
the business of the Company. These forward-looking statements are
subject to certain risks and uncertainties, including those mentioned
above, and those detailed in the Company's Annual Report on Form 10-KSB
for the year ended June 30, 1999, which may cause actual results to
differ significantly from these forward-looking statements. The Company
undertakes no obligation to publicly release the results of any
revisions to these forward-looking statements which may be necessary to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. An investment in the Company
involves various risks, including those mentioned above and those which
are detailed from time to time in the Company's SEC filings.
Results of Operations
The following table sets forth for the periods indicated, the
percentage increase or (decrease) of certain items included in the
Company's consolidated statement of operations:
% Increase (Decrease) from Prior Period
---------------------------------------
Six Months Ended Three Months Ended
December 31, 1999 December 31, 1999
compared with 1998 compared with 1998
------------------ ------------------
General and administrative
expense ......................... (26.9)% 14.6%
Interest expense ................. 49.8 66.0
Net (loss) ....................... (21.0) (16.2)
7
In order to become an operating company, PPMC will have to secure
financing of seven and a half million dollars ($7,500,000). Even though
PPMC has limited capital and resources, management believes that
because of the merits of the last word(R) they will be able to secure
the required financing. Currently PPMC is pursuing two avenues of
financing, one is by pre-selling ad space in the last word(R) and the
other is private equity capital. Discussed below are some of the
reasons that lead management to believe they will be successful.
Over the last decade grocery cart advertising has been losing its
appeal as a method of reaching shoppers at the point of purchase. The
reason; the companies that offer advertising on shopping carts only
offer the advertiser a 8.3% coverage on the carts, which cannot compete
with other in-store media that offer 100% coverage. At a lower cost,
PPMC is able to offer 100% coverage on shopping carts. The last word(R)
is a friendly type of advertising that reaches all the shoppers when
they are trying to remember or deciding what to buy, that is when they
are open to the power of suggestion.
Two types of brands that benefit most from the last word(R) are; A)
The mature brand with well developed image and reduced media budget and
low A to S ratio (advertising to sales) and B) The old and new brand
early in a new positioning campaign where top of mind/unaided awareness
has not yet reached targeted levels. In either case, the last word(R)
is just the right push at the right instant to convert new image or old
brand equity into additional dollars.
PPMC has completed putting together sales tools for sales people
who are now attempting to persuade chain store to rent space on their
shopping carts to PPMC. PPMC has also completed putting together media
kits for sales people in order for them to try and persuade advertisers
to purchase or commit in advance for, four of the 10 ad spaces in the
last word(R) for a period of one year. To make it more attractive to
advertisers to do so, PPMC is offering the spaces at a substantial
discount. Should PPMC be successful in this approach, PPMC will have
more than sufficient capital to start operations. As of January 1, 2000
no spots were sold and there cannot be any assurance that PPMC will be
successful in doing so.
The following "Comparable Rate Analysis" is submitted as support
for the above statement. "At a lower cost, PPMC is able to offer 100%
coverage on shopping carts". Smart Source(R) Carts is PPMC's primary
competitor, therefore, they were used for the purpose of an example.
Comparable Rate Analysis of Smart Source(R) & the last word(R)
News America Marketing-In-Store, Smart Source(R) Cart Rates. Per
store space rates (cost per store including per store production cost)
for 1/12th (8.3%) of advertisers ads on carts facing the shopper and
1/12th facing away from the shopper. Assuming that each store has 200
carts, they will have 17 carts that have an advertisers ad facing the
shopper and 17 that will be facing away from the shopper.
Smart Source(R) Cart Rates
Tier I National $47.83
Tier II Full market sales with 50% or more of store base $62.83
Tier III Full market sales with less than 50% of store base $66.83
Tier IV Chain Specific or less than full market $70.83
8
Last Word Management, the last word(R) Cart Rates
The last word(R) is on 100% of the carts. The Cart Rate start at
$2.25 (including production costs) per 1,000 checkouts (CPM) and
increases to $3.25. For the purpose of comparison the CPM rate has been
converted to a per store rate using 60,000 checkouts as the average
checkouts per month. The 8.3% percent column is the last word(R) rate
(ad on all the carts) converted to a rate as if the last word(R) were
on 8.3% of the carts (as in Smart Source).
The last word(R), Cart Rates
100% 8.3%
---- ----
Tier I National $135.00 $11.20
Tier II 50% to 100% of National base $165.00 $13.70
Tier III Less than 50% of National base $180.00 $14.94
Tier IV Chain Specific or less than
full market $195.00 $16.98
Smart Source(R) Cart Rates (SS), adjusted upwards as if all ads
were on all the carts facing the shoppers as in the last word(R) (TLW):
SS 100% TLW 100%
------- --------
Tier I $573.96 $135.00
Tier II $753.96 $165.00
Tier III $801.96 $180.00
Tier IV $849.96 $195.00
Source: News America & ActMedia, media information.
Average cost per 1,000 projections for TV media 1995-96. 30 second
TV ad spot $12.00 with a high end cost of over $20.00 for a prime time
30 second spot on ABC/CBS/NBC affiliates. Source: www.amic.com.
Upon starting operations and to maintain a successful advertisement
service program, seven areas of the business and infrastructure will
have to be in place, they are; (1) manufacturing "the last word(R)",
(2) stores willing to rent space to PPMC, (3) advertisers willing to
purchase space in the last word(R), (4) installers to install the last
word(R), (5) printer to print advertisement inserts, (6) maintenance
and changing inserts and (7) competent administrators.
Tooling and Manufacturing will be handled by Jack Burnett through
his company, Tynex Consulting Ltd. Mr. Burnett has over 32 years of
experience in all facets of injection molding and extrusion processes.
His responsibilities will include, but not be limited to R&D, tooling
and subcontracting out the manufacturing (by injection molding and
extrusion processes) on a competitive bid basis.
Marketing will be handled by Chris Culver of Culver and Associates,
an advertising and marketing company. They had Actmedia's (PPMC's
competitor) account when Actmedia was bought out by News Corp. Culver
and Associates' responsibilities will include putting together media
kits (for ad agencies, packaged foods industry and grocery stores) and
advertising PPMC's advantages in the trade journals that reach the
packaged foods industry, ad agencies and grocery retailers.
9
Advertising sales and chain store operations will be handled by
Last Word Management. John Hall Dal Brickenden and Clete Thill have
over 50 years of experience in selling and managing advertising and
retail operations. LWM's responsibilities will include selling the ads
that go into the last word(R), installation and maintenance of the last
word(R) and the changing of the ad inserts.
Printing will be handled by established printing companies based on
competitive biding.
Administration will be handled in house by Mrs. E.V. (EV) Arnold,
CPA. Mrs. Arnold has over 20 years of experience in administration in
the government, private and public sectors.
The primary administrative function will be to monitor, evaluate,
supervise and direct the subcontractors. The last word(R) will be
warehoused at a distribution center where the first ad inserts will be
inserted into the last word(R) prior to being sent to the installers.
On September 15, 1998, PPMC entered into an agreement with ITG,
LLC, an Oregon Limited liability company. The essence of the agreement
was that ITG, on behalf of PPMC, would rent space on shopping carts
from grocery stores, install and maintain the last word(R) and change
the ad inserts. Subsequently, ITG notified PPMC that they were changing
their method of operations and that they had concerns about being able
to fulfill their end of the agreement. A condition in the agreement for
it to become effective, was for PPMC to make a first payment to ITG,
PPMC notified ITG that PPMC was not going to make the said first
payment to ITG. The President of ITG was most co-operative and
mentioned another party that he believed could handle their end of the
agreement. Representatives of Last Word Management met with this party,
but no agreement was reached. Subsequently, PPMC amended the contract
with Last Word Management wherein the responsibilities that ITG had
undertaken, were taken over by Last Word Management.
Six Months Ended December 31, 1999 compared to
Six Months Ended December 31, 1998
General and Administrative Expenses
General and administrative expenses decreased from $225,410 for the
six months ended December 31, 1998 to $164,751 for the six months ended
December 31, 1999. The Company attributes this decrease primarily to a
decrease in consulting and sales related expenses during the six month
period.
Interest Expense
Interest expense increased from $18,838 for the six months ended
December 31, 1998 to $20,223 for the six months ended December 31,
1999. The Company attributes the increase primarily to the increase in
borrowings by the Company to meet overhead expenses.
10
Three Months Ended December 31, 1999 compared to
Three Months Ended December 31, 1998
General and Administrative Expenses
General and administrative expenses increased from $84,555 for the
three months ended December 31, 1998 to $96,796 for the three months
ended December 31, 1999. The Company attributes this increase primarily
to an increase in professional fees offset, in part, by decreases in
consulting and sales related expenses.
Interest Expense
Interest expense increased from $9,534 for the three months ended
December 31, 1998 to $15,254 for the three months ended December 31,
1999 due to the reasons outlined in the six month analysis.
11
Year 2000
The Year 2000 problem is the result of computer programs being
written using two digits (rather than four) to define the applicable
years. Any of the Company's programs that have time-sensitive software
may recognize a date using "00" as the year 1900 rather than the year
2000, which could result in miscalculations or system failures.
The Company has conducted a review to identify, evaluate and
implement changes to computer systems and applications necessary to
achieve a year 2000 date conversion with no effect on customers or
disruption to business operations. The Company will also be
communicating with suppliers, financial institutions and others with
which it conducts business to coordinate year 2000 conversions. The
total cost of compliance and its effect on the Company's future results
of operations will be determined as a part of this project. Based on
initial review, the total cost is not expected to have a material
effect on the Company's results of operations or financial statements.
However, there can be no assurance that the systems of other companies
on which the Company may rely will be timely converted or that such
failure to convert by another company would not have an adverse effect
on the Company's systems.
PART II. Other Information
Item 1. Legal Proceedings
Bolton V. Purchase Point Media Corp. et al (San Diego Superior
Court case number 728268). This is a lawsuit filed by an individual who
alleges that pursuant to an agreement with Purchase Point Media Corp.
he is owed 50,000 shares of its stock. Said allegation is denied by
PPMC and the lawsuit is being vigorously defended. Although Purchase
Point Media Corporation fully expects to prevail in this matter, a
judgement in Mr. Bolton's favor would have an insignificant financial
effect on PPMC.
PPMC is not a party to any other litigation (nor is its property
the subject of) any pending legal proceeding.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: Exhibit 27.1 Financial Data Schedule.
(b) There were no Current Reports on Form 8-K filed by the
registrant during the quarter ended December 31, 1999.
12
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: March 20, 2000
PURCHASE POINT MEDIA CORPORATION
By: /s/ Albert P. Folsom
--------------------
Albert P. Folsom
President and Chief Executive Officer
13