FORM 10-QSB 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 March 31, 2001 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 (888) 332-7774 (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 May 10, 2001 there were 11,960,450 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 March 31, 2001 (unaudited) and June 30, 2000 2 Statements of Operations for the Nine and Three Months Ended March 31, 2001 and 2000 (unaudited) and the Period June 28, 1996 (Date of Formation) through March 31, 2001 3 Statements of Cash Flows for the Nine Months Ended March 31, 2001 and 2000 (unaudited) and the Period June 28, 1996 (Date of Formation) through March 31, 2001 4 - 5 Notes to Financial Statements (unaudited) 6 - 7 Item 2. Management's Discussion and Analysis or Plan of Operations 8 - 12 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14 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 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, 2000. The results of operations for the nine months ended March 31, 2001, 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 March 31, June 30, 2001 2000 ----------- ----------- (Unaudited) ASSETS Current Assets: Cash $ 327 $ 436 ----------- ----------- Equipment-net of accumulated depreciation of $3,317 and $1,550 7,996 7,694 ----------- ----------- Other Assets: Patents and trademarks-net of accumulated amortization of $8,274 and $6,864 23,269 25,279 Prepaid expenses 11,008 13,870 ----------- ----------- Total Other Assets 34,277 39,149 ----------- ----------- TOTAL ASSETS $ 42,600 $ 47,279 =========== =========== LIABILITIES AND STOCKHOLDERS' DEFICIENCY Current Liabilities: Note payable/shareholder $ 46,903 $ 46,903 Accounts payable and accrued expenses 210,386 209,775 Due to officer/shareholder 155,414 128,142 Note payable to related party 374,285 532,412 Due to related party 221,581 -- ----------- ----------- Total Current Liabilities 1,008,569 917,232 ----------- ----------- 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; outstanding 11,960,450 and 11,863,312 shares 643,338 546,200 Additional paid-in capital 194,343 106,842 Deficit accumulated during development stage (1,803,820) (1,523,165) ----------- ----------- Total Stockholders' Deficiency (965,969) (869,953) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 42,600 $ 47,279 =========== =========== See notes to financial statements. 2 PURCHASE POINT MEDIA CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS Period Nine Months Ended Three Months Ended June 28, 1996 March 31, March 31, (Date of Formation) -------------------------------------------------------- through 2001 2000 2001 2000 March 31, 2001 ----------- ----------- ----------- ----------- -------------- (Unaudited) (Unaudited) Costs and Expenses: General and administrative expenses $ 145,607 $ 268,083 $ 43,593 $ 103,292 $ 1,426,626 Interest expense 131,871 99,520 42,823 71,297 365,603 Depreciation and amortization 3,177 2,046 1,059 767 11,591 ----------- ----------- ----------- ----------- ----------- Net loss $ 280,655 $ 369,649 $ 87,475 $ 175,356 $ 1,803,820 =========== =========== =========== =========== =========== Loss per common share-basic and diluted $ 0.02 $ 0.03 $ 0.01 $ 0.02 $ -- =========== =========== =========== =========== =========== Weighted average number of common shares and equivalents outstanding-basic and diluted 11,666,858 11,597,559 11,939,951 11,597,559 -- =========== =========== =========== =========== =========== See notes to financial statements. 3 PURCHASE POINT MEDIA CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS Period Nine Months Ended June 28, 1996 March 31, (Date of Formation) ------------------------------------ through 2001 2000 March 31, 2001 ------------ ----------- -------------- (Unaudited) Cash flows from operating activities: Net (loss) $ (280,655) $ (369,649) $(1,803,820) Adjustments to reconcile net (loss) to net cash (used in) operating activities: Depreciation and amortization 3,177 2,046 11,591 Forgiveness of debt from related parties -- -- (25,000) Non-cash compensation -- 3,462 25,000 Non-cash interest expense 90,963 54,570 184,105 Changes in operating assets and liabilities: (Increase) in other assets -- (1,500) (5,143) (Decrease) increase in accounts payable and accrued expenses 611 24,623 210,386 ----------- ----------- ----------- Net Cash (Used in) Operating Activities (185,904) (286,448) (1,402,881) ----------- ----------- ----------- Cash flows from investing activities: Purchase of equipment (2,069) (2,791) (11,314) ----------- ----------- ----------- Cash flows from financing activities: Proceeds from related party 255,679 72,480 1,079,241 Proceeds from note -- -- 46,903 Proceeds from officer/stockholder 81,000 104,533 344,534 Payments to officer/stockholder (53,728) (62,023) (189,120) Payments to related parties (192,225) (63,485) (501,874) Proceeds from sale of common stock 97,138 237,637 634,838 ----------- ----------- ----------- Net Cash Provided by Financing Activities 187,864 289,142 1,414,522 ----------- ----------- ----------- See notes to financial statements. 4 PURCHASE POINT MEDIA CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS Period Nine Months Ended June 28, 1996 March 31, (Date of Formation) ------------------------------ through 2001 2000 March 31, 2001 ---------- ----------- -------------- (Unaudited) Net increase (decrease) in cash (109) (97) 327 Cash - beginning of period 436 97 -- ---------- ----------- -------- Cash - end of period $ 327 $ -- $ 327 ========== =========== ======== Supplementary Information: Cash paid during the year for: Interest $ 1,040 $ 3,904 $ 6,845 ========== =========== ======== Income taxes $ -- $ -- $ -- ========== =========== ======== Non-cash investing activities: Acquisition of business: Fair value of assets acquired $ -- $ -- $ 8,500 ========== =========== ======== Forgiveness of related party loan $ -- $ -- $ 25,000 ========== =========== ======== Issuance of warrants in connection with the sale of common stock $ -- $ 54,570 $165,777 ========== =========== ======== See notes to financial statements. 5 PURCHASE POINT MEDIA CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION The balance sheet as of March 31, 2001, and the statements of operations and cash flows for the nine months ended March 31, 2001 and 2000 have been prepared by Purchase Point Media Corporation ("PPMC" or 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 cash flows for all periods presented have been made. The information for June 30, 2000 was derived from audited financial statements. 2. BASIS OF PRESENTATION The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the 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 March 31,2001, 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 and sale of the Company's common stock. 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. LOSS PER SHARE Basic loss per common share is 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. During the nine months ended March 31, 2001 and 2000, potential common shares were not used in the computation of diluted loss per common share as their effect would be antidilutive. 6 4. SALE OF COMMON STOCK AND COMMON STOCK WARRANTS A) On September 1, 1999 the Company entered into an agreement with Vintage International Corp. ("Vintage"). Vintage subscribed for 500 units of the Company's common stock, each unit consisting of one thousand shares of common stock at $.50 per share (the fair value at the date of the subscription agreement) and one redeemable common stock purchase warrant. The warrant is exercisable at $.50 per share expiring August 31, 2004. Vintage shall have 180 days from the date above to provide the Company with the proceeds of the subscription funds unless extended an additional 180 days by the Company. On September 1, 2000 the Company extended the agreement to February 28, 2001. As of March 31, 2001 the Company received $168,038 and issued Vintage 336,076 shares of the Company's common stock. B) On February 1, 2000 the Company entered into an agreement with Quadrant Financial Inc. ("Quadrant"). Quadrant subscribed for 500 units of the Company's common stock, each unit consisting of one thousand shares of common stock at $1.00 per share (the fair value at the date of the subscription agreement) and one redeemable common stock purchase warrant. The warrant is exercisable at $1.00 per share expiring January 31, 2005. Quadrant had 180 days from the date above to provide the Company with the proceeds of the subscription funds, which was extended an additional 180 days by the Company. As of March 31, 2001 the Company received $188,717 and issued Quadrant 188,717 shares of the Company's common stock. The Company has adopted the disclosure-only provision of Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based Compensation" (SFAS No. 123). The Company valued the warrants issued to non-employees based on the fair value at the grant dates consistent with the provisions of SFAS No. 123. The Company will expense the value of the warrants over five years. For the nine months ended March 31, 2001 and the period June 28, 1996 (Date of Formation) through March 31, 2001 the Company expensed interest charges to operations in the amount of $87,503 and $180,475, respectively. The fair value of each warrant granted is valued on the date of grant using the Black-Scholes option-pricing model. 7 Item 2. Management's Discussion and Analysis or Plan of Operation --------------------------------------------------------- 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, 2000, 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 ---------------------------------------- Nine Months Ended Three Months Ended March 31, 2001 March 31, 2001 compared with 2000 compared with 2000 ------------------ ------------------ General and administrative expense (84.11)% (136.95)% Interest expense 24.53 % (66.49)% Net (loss) (31.71)% (100.47)% PPMC's plan to handle certain operations of PPMC has been and is to contract with companies that have the infrastructure in place to perform the required functions or ones that can contract with companies that have the infrastructure in place to carry out operations for PPMC. To this end PPMC has contracted with Last Word Management Inc. (LWM) and International Trade Group, LLC (ITG) to handle various stages of operations for PPMC. Subsequent to this the contract with ITG was terminated and the contract with LWM was amended to include ITG's intended responsibilities. The responsibilities of LWM's amended contract with PPMC are to rent space on shopping carts from grocery stores, sell the advertising space in the last word(R), change the ad inserts and the maintenance of the last word(R). The amended contract at 50% of the sales revenues being paid to LWM will approximate the combined costs of the separate contracts with ITG and LWM. 8 In order to become an operating company, PPMC will have to be successful in securing financing of seven and a half million dollars ($7,500,000). There are two reasons for this, one is that in order to attract national advertisers PPMC will have to have under contract grocery stores that have combined sales of five billion dollars or more. The other reason is that chain stores require that PPMC have sufficient capital to sustain an ongoing operation thus assuring performance. As of this time PPMC has not secured this financing nor can it be assured that PPMC will. 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 prepared detailed sales tools for approaching the chain stores to persuade them to rent space on their shopping carts to PPMC. PPMC has also completed putting together media kits to promote to the 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 (50% off PPMC's posted rate of $2.25 cpm). The sales effort is being conducted by the president of the Company, and one other salesperson. Sales costs have been kept to a minimum by offering sales commissions to the salesperson on a successful contract and keeping travel costs to a minimum. Should PPMC be successful in this approach, that is, pre-selling of ads, PPMC will have more than sufficient capital to start operations. As of January 23, 2001 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 advertiser's ad facing the shopper and 17 that will be facing away from the shopper. 9 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 Last Word Management, the last word(R) Cart Rates ------------------------------------------------- The last word(R) is on 100% of the carts. The Cart Rate starts 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 high end cost of over $20.00 for a primetime 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. 10 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. As of January 23, 2001 PPMC has had one test injection mold made and manufactured three thousand copies of the last word(R). The final tools for mass production will be two double sided molds, one for the front face of the last word(R) and one for the back face (the back face is attached to the baby seat section of a shopping cart and the front face snaps onto and off of the back face for ease of changing the advertisement inserts). 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. Again, due to the high cost of mold manufacturing, actual preparation to manufacture the last word(R) will be dependent on acquiring satisfactory financing. 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. Culver & Associates was active at the outset of PPMC's program, but PPMC quickly realized it was premature to commence on that phase of the program due to costs. This company will be brought on line actively upon successfully securing financing. 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. Sales costs have been minimized to actual travel expenses and sales commissions are only payable on the receipt of a deposit from a successful sales contract. Printing will be handled by established printing companies based on competitive biding. Administration will be handled in house. On a temporary basis these duties are being handled by Roger Jung. Mr. Jung obtained his Master in Business Administration and has been actively involved in the business world for over thirty years. PPMC's 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. 11 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 suggested another party that he believed could fulfill ITG's responsibilities under the agreement. Representatives of Last Word Management met with this party, but no agreement was reached. In March 2000, PPMC amended the contract with Last Word Management wherein the responsibilities that ITG had undertaken, were taken over by Last Word Management. Nine Months Ended March 31, 2001 compared to -------------------------------------------- Nine Months Ended March 31, 2000 -------------------------------- General and Administrative Expenses ----------------------------------- General and administrative expenses decreased from $268,083 for the nine months ended March 31, 2000 to $145,607 for the nine months ended March 31, 2001. The Company attributes this decrease primarily to a decrease in consulting fees, telephone and advertising expense. Interest Expense ---------------- Interest expense increased from $99,520 for the nine months ended March 31, 2000 to $131,871 for the nine months ended March 31, 2001. The Company attributes the increase primarily to the increase in borrowings by the Company to meet overhead expenses and the valuation of common stock warrants in connection with the sale of the Company's common stock. Three Months Ended March 31, 2001 compared to --------------------------------------------- Three Months Ended March 31, 2000 --------------------------------- General and Administrative Expenses ----------------------------------- General and administrative expenses decreased from $103,292 for the three months ended March 31, 2000 to $43,593 for the three months ended March 31, 2001. The Company attributes this decrease primarily to a decrease in consulting fees, telephone and advertising expense. Interest Expense ---------------- Interest expense decreased from $71,297 for the three months ended March 31, 2000 to $42,823 for the three months ended March 31, 2001. The Company attributes the decrease primarily to the decrease in borrowings by the Company to meet overhead expenses. 12 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits: None (b) There were no Current Reports on Form 8-K filed by the registrant during the quarter ended March 31, 2001. 13 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: May 14, 2001 PURCHASE POINT MEDIA CORPORATION By: /s/ Albert P. Folsom -------------------- Albert P. Folsom President and Chief Executive Officer 14