ppmc-kempenich13d092507.htm
 



 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
 RULE 13d-2(a)

 
Purchase Point Media Corporation
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
 
74614K 10 8
(CUSIP Number)
 
Michael Paige
Jackson & Campbell, P.C.
1120 20th Street, NW
Washington, DC 20036
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
September 5, 2007
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- l (e), 13d-l (f) or 13d- l (g), check the following box. 
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 (b) for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The  information  required on the remainder of this cover page shall not be deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange Act of 1934 or otherwise  subject to the  liabilities of that section of the Act but  shall be  subject  to all other  provisions  of the Act  (however,  see the Notes).
 
 
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CUSIP No.
74614K 10 8
 
1.     Names of Reporting Persons
               I.R.S. Identification Nos. of above persons (entities only)
                           
                            Steve Kempenich
 
              2.           Check the Appropriate Box if a Member of a Group*
 
                           (a) o
 
     
 
                           (b)      x
 
     
 
3.           SEC Use Only
 
     
 
4.           Source of Funds*
             
              PF
 
 
 
5.           Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 
 
o
 
     
 
6.           Citizenship or Place of Organization
          
               U.S.
 
 
 
     
Number of Shares Beneficially Owned by Each Reporting
Person With
7.       Sole Voting Power
 
NA
 
8.       Shared Voting Power
 
NA
 
9.       Sole Dispositive Power
 
1,858,333 shares of common stock through Mr. Kempenich’s holding of Series B Convertible Preferred Stock of Purchase Point Media Corporation (PPMC), which preferred shares are automatically converted into common stock upon effectiveness of the PPMC 1-for-20 reverse stock split of PPMC’s common stock.
 
10.     Shared Dispositive Power
 
NA
 
11.         Aggregate Amount Beneficially Owned by Each Reporting Person
             
1,858,333 shares of common stock through Mr. Kempenich’s holding of Series B Convertible Preferred Stock,  which preferred shares are automatically converted into common stock upon effectiveness of the PPMC 1-for-20 reverse stock split of PPMC’s common stock.
 
 
12.         Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
   o
 
     
 
13.         Percent of Class Represented by Amount in Row (11)
 
                   %
 
 
14.         Type of Reporting Person*
              
               IN
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP No.   74614K 10 8
 
 
Item 1.  Security and Issuer

Common Stock, no par value, of Purchase Point Media Corporation, 6950 Central Highway, Pennsauken NJ 08109 (PPMC).

Item 2.  Identity and Background
 
 
(a)
Steven Kempenich
     
 
(b)
15 Marmil Dr.
   
Easton CT 06612
     
 
(c)
Chief Executive Officer, Purchase Point Media Corporation
     
 
(d)
NA
     
 
(e)
On February 25, 2004, Mr. Kempenich consented without admitting or denying guilt to a NYSE hearing panel finding that he accepted a post-execution trade into a firm account that was deemed by the NYSE panel as improper. As a result, the NYSE imposed, which Mr. Kempenich consented to, a penalty of a censure, two-month bar and an undertaking to cooperate with the NYSE in connection with any disciplinary proceeding arising from this matter. The SEC and the NASD did not pursue any action regarding this matter.
     
 
(f)
U.S.
 
Item 3.  Source and Amount of Funds or Other Consideration

Stock in Power Sports Factory, Inc. owned by Mr. Kempenich were exchanged for 185,833 shares of Series B Convertible Preferred Stock of PPMC issued at the closing of the share exchange on September 5, 2007 [the Convertible Preferred Stock is automatically converted into 1,858,333 shares of PPMC common stock upon the effectiveness of the PPMC 1-for-20 reverse split of PPMC’s common stock].

Item 4.  Purpose of Transaction

The purpose of the transactions by Mr. Kempenich with PPMC was to transfer the ownership of Power Sports Factory, Inc. to PPMC, a corporate entity that would better be able to finance the business of Power Sports Factory, Inc.

 
(a)
NA
     
 
(b)
NA
     
 
(c)
NA
     
 
(d)
PPMC plans to change the Board of Directors of PPMC through the resignation of three directors and the appointment of three directors to fill the vacancies so created.
     
 
(e)
PPMC has filed Information Statements with the Securities and Exchange Commission (SEC) with regard to a proposed 1 for 20 reverse split of PPMC’s common stock. PPMC intends to file a further Information Statement with the SEC with regard to the reverse split and the change of our Company’s name to Power Sports Factory, Inc. Following completion of SEC review of the Information Statement, PPMC would be able to mail the Definitive Information Statement to stockholders and proceed to make the reverse split and name change effective.
     
 
(f)
NA
     
 
(g)
NA
     
 
(h)
NA
     
 
(i)
NA
     
 
(j)
NA
 
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Item 5.  Interest in Securities of the Issuer

 
(a)
Mr. Kempenich owns beneficially 1,858,333 shares of common stock through Mr. Kempenich’s holding of Series B Convertible Preferred Stock, which preferred shares are automatically converted into common stock upon effectiveness of the PPMC 1-for-20 reverse stock split of PPMC’s common stock.
     
 
(b)
Mr. Kempenich has the sole power to dispose of 1,858,333 shares of common stock through Mr. Kempenich’s holding of Series B Convertible Preferred Stock, which preferred shares are automatically converted into PPMC common stock upon effectiveness of the 1-for-20 reverse stock split of PPMC’s common stock.
     
 
(c)
NA
     
 
(d)
NA
     
 
(e)
NA
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
    NA
 
Item 7.  Material to be Filed as Exhibits
 
    NA
 
 
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SIGNATURE


     After  reasonable  inquiry and to the best of my  knowledge and belief,  I certify that the information  set forth in this statement is true,  complete and correct.
 
   
       
Date: September 25, 2007
 
/s/ Steven Kempenich       
 
   
Steven Kempenich
 
     
       


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