SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 1999

[ ]  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                                 (I.R.S. Employer
Incorporation of Organization)                            or 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)

        Securities registered pursuant to Section 12 (b) of the Act: NONE

   Securities registered pursuant to Section 12 (g) of the Act: COMMON STOCK,

NO PAR VALUE

     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 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 by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ X ]

     Aggregate  market  value  of  voting  stock  held by  non-affiliates  as of
February 15, 2000 was  approximately  $5,784,797  (based upon the closing  sales
price of those shares reported on the National Association of Securities Dealers
Bulletin Board for that day),

     Number of shares of Common  Stock  outstanding  as of  February  15,  2000:
11,400,563.

     DOCUMENTS INCORPORATED BY REFERENCE:    NONE


<PAGE>



                        PURCHASE POINT MEDIA CORPORATION

                                      INDEX

Part I                                                                      Page
                                                                            ----

      Item 1.   Business                                                       1

      Item 2.   Properties                                                     4

      Item 3.   Legal Proceedings                                              5

      Item 4.   Submission of Matters to Vote of
                Security Holders                                               5

Part II

      Item 5.   Market for Registrant's Common Equity
                And Related Stockholders Matters                               6

      Item 6.   Management's Discussion and Analysis
                Of Financial Condition and Results of
                Operations                                                     6

      Item 7.   Financial Statements                                           8

      Item 8.   Changes in and Disagreements with
                Accountants on Accounting and
                Financial Disclosure                                           9

Part III

      Item 9.   Directors and Executive Officers;
                Promoters and Control Persons;
                Compliance with Section 16 (a)
                Of the Exchange Act                                            9

      Item 10.  Executive Compensation                                        12

      Item 11.  Security Ownership of Certain Beneficial
                Owners and Management                                         12

      Item 12.  Certain Relationships and
                Related Transactions                                          13

Part IV

      Item 13.  Exhibits and Reports on Form 8-K                              13

      Signatures                                                              16
      Page F-1 follows Page 8


<PAGE>




Item 1.  Description of Business

     Purchase Point Media  Corporation  ("PPMC" or the "Company"),  with offices
located at 141 Fifth Avenue,  New York, New York 10010,  was organized under the
laws of the State of Minnesota on June 29,  1996.  PPMC owns a patented  grocery
cart  advertising  display  device  called "the last  word"(R)  that attaches to
supermarket  shopping  carts.  At this time,  patents  have been  granted in the
United  States,  Canada,  France,  Germany  and the  United  Kingdom.  "the last
word"(R) is a registered  trademark  owned by PPMC.  The Company is still in the
development  stage and is not an  operating  company.  There can be 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 last word"(R) is a clear plastic, weatherproof,  highly durable, state
of the art, point-of-purchase ("POP") display panel that encloses a glossy color
photo  insert.  The panel is 1/4 inch thick,  7 inches high and 16 inches  wide.
"the last word"(R) insert contains 10 three by three inch advertisement  frames.
"the last  word"(R)  attaches to the back of the child's seat section in grocery
carts,  so that it is  directly  in  front  of the  shopper's  eyes.  Management
believes  that "the last  word"(R) has powerful  advantages  over  competing POP
advertising media.

     The  development  of "the last  word"(R)  began in 1991 when the  inventor,
Albert  Folsom,  applied  for  patent  protection.  Subsequent  to  that,  Amtel
Communications  Inc.  ("Amtel")  invested over  $1,000,000 in the development of
"the last  word"(R),  which  included  applying for and receiving the registered
trademark for "the last word"(R). In June 1994, a Nevada corporation also called
Purchase  Point  Media  Corporation  acquired  the  patents  and  the  exclusive
marketing rights and trademark.  In April 1997, a public  Minnesota  corporation
acquired  the  assets  of  Purchase  Point  Media   Corporation,   leaving  PPMC
(Minnesota) as the surviving company.

     During the last five years,  work has been  ongoing in the  development  of
"the last word"(R).  The  development  work consisted  primarily of studying the
feasibility  of "the last  word"(R),  seeking  patent  protection  in additional
countries   and  setting  the  stage  to  launch  a  global  point  of  purchase
advertisement company.

     This  Annual  Report on Form  10-KSB  contains  forward-looking  statements
within  the  meaning of the  Private  Securities  Litigation  Reform Act of 1995
("Forward-Looking  Statements").  Such  statements  are  subject  to  risks  and
uncertainties  that could cause actual results to differ  materially  from those
projected  in such  forward-looking  statements.  Certain  factors  which  could
materially  affect such  results and the future  performance  of the Company are
described below under "Risk and Uncertainties" and "Management's  Discussion and
Analysis of Financial Condition and Results of Operations - Other Matters."


                                        1

<PAGE>



Marketing, Sales and Operations

     PPMC will rent the child seat locations on grocery carts from  supermarkets
for a  rental  rate  equal to 10% of the  gross  advertising  revenues  that the
Company  receives.  PPMC will sell the advertising for each of the ten positions
on "the last word"(R) to  manufacturers  of leading national brand products sold
in  supermarkets.  Each  position  is priced  at $2.25  per  month per  thousand
customer checkouts at the grocery store. Advertising agencies will receive a 15%
commission  for all  advertisements  placed  on behalf  of their  clients.  This
advertising will be replaced in quarterly cycles to coincide with the seasons.

Marketing

     PPMC  has  contracted  with  Culver  Associates  Ltd.  ("Culver")  for  its
marketing  program.  Culver is a New York agency,  which  specializes in helping
companies  achieve rapid growth.  In addition to an advertising  trade campaign,
Culver will create sales and  marketing  materials for  presentation  to grocery
chains,  advertisers and their ad agencies.  Based upon Culver's past success in
the development of new and innovative media sources, advertisers are expected to
include some of the most recognizable brand names in the world.

Advertisement Sales and Grocery Store Operations

     PPMC has contracted with Last Word Management,  Inc. ("LWM") to conduct its
sales and  operations.  For over two decades,  LWM personnel have been active in
virtually all facets of the advertising industry.  Based on their experience and
relationships,  the  Company  believes  that LWM will be able to sell all of the
advertisement space in "the last word"(R) and contract with the chain stores. In
addition  they will be in charge of  installing  "the last word"(R) and changing
the advertisement inserts contained in the "the last word"(R).

The Point of Purchase (POP) Market

     The  following  discussion  of the Point of Purchase  (POP) market is based
upon the "Supermarket  Buying Habits Survey"  published by The Point Of Purchase
Advertising Institute,  Inc. (POPAI),  based in Englewood,  New Jersey. Point of
purchase advertising is the fastest growing segment of the advertising industry,
resulting in record sales of $15.7 billion in 1992 and over $17 billion in 1997.

     The basis of the growth of POP advertising is its capacity to influence the
buying decisions of shoppers after they enter a store. POPAI has determined that
average shoppers make the decisions for choosing two thirds of their supermarket
purchases after they enter a store.  Other marketing  professionals  concur with
these findings.

     POPAI's research has shown that 70 manufacturer  displays and 160 signs are
found in an  average  supermarket.  In  addition,  advertisements  are  found on
product  shelves  and on  shopping  carts.  According  to  research  reported in
Marketing  Magazine,  which covers  marketing and sales  promotion  advertising,
gross sales are 12% higher in stores with advertisements on product shelves than
in stores without shelf advertisements.  In addition,  advertising panels on the
front of shopping  carts  increase the average sales of those products by 11.5%.
Other  surveys  show that a product  advertised  on a grocery cart would cause a
decrease in sales of the  competing  product equal to 50% of the increase of the
advertised product.


                                        2

<PAGE>




     In-store  POP  advertising  is  effective  because  there are  thousands of
competing products. The average supermarket carries over 15,000 items and larger
stores over 30,000. Each month a thousand new products fight for shelf space and
the customer's attention.

     The majority of shoppers are impulse buyers. Every year fewer wives stay at
home and read  newspaper  ads to plan their  grocery  shopping.  The increase of
two-household  earners means considerably less time for planning.  Consequently,
more and more  people  do their  grocery  shopping  without  a list and are more
susceptible to in-store advertising.

     In 1986,  grocery  store  sales  topped  $300  billion.  By the year  2000,
supermarket  customers will spend about half a trillion  dollars.  These figures
are based on a conservative 6% annual growth rate during the 1990's.

     Packaged  food  companies  are now entering  over one thousand new products
into the marketplace each month. In 1970, the average supermarket featured 7,800
items. By 1990, that number had reached approximately 15,000 and some carry more
than 30,000 items.

     In 1965,  the average  trip to the grocery  store lasted 28 minutes and the
average  weekly  spending in  supermarkets  was $28.49.  By 1990,  shoppers made
slightly more than two trips to the  supermarket  each week,  spending more than
$72.00  per trip.  The major  shopping  trip now lasts  nearly 50 minutes as the
hurried shoppers are attempting to wrap up all of their required shopping in one
trip.

     The  majority of shoppers  are working  outside of the home and have little
time to plan their shopping trip,  making them much more vulnerable to influence
and factors that promote their purchasing decisions while shopping.

Competition

     A number  of  companies  compete  in the  point of  purchase  grocery  cart
advertising  industry.  The two most  significant  competitors are Actmedia Inc.
("Actmedia") and ADDvantage Media Group, Inc. ("ADDvantage").

     Actmedia Inc. of Darien, Connecticut, is a large company, which competes in
several  categories  of  point  of  purchase  supermarket  advertising  in North
America,  including  using  grocery  carts as the location  for its  advertising
message.  Actmedia  pioneered  grocery  cart  advertising  and has proven that a
single POP  advertisement on a grocery cart can be effective and profitable.  In
1993,  Actmedia  was  acquired by Heritage  Media  Corp.,  which,  in turn,  was
acquired in 1997 by News Corp.

     Actmedia attaches an 8-inch by 9 inch by 9-inch single  advertisement panel
to the front inside and front outside of shopping  carts.  According to Actmedia
promotional literature,  its clients have commissioned the research company A.C.
Nielsen to  conduct  over 600  independent  surveys on  Actmedia's  ad  program.
Nielsen's findings concluded that Actmedia's grocery cart advertising  increases
average sales of the advertised products by 12.6%.


                                        3

<PAGE>



     ADDvantage is a relatively new company  headquartered  in Tulsa,  Oklahoma.
ADDvantage features a calculator bolted to the handle bar of a shopping cart and
having a single advertisement  display directly adjacent which measures two by 2
and 7/8 inches.

     In  addition  to  Actmedia  and  ADDvantage,  there  are a number  of other
competitors in the industry.  VideOcart is a shopping cart equipped with a black
and white battery  operated video screen,  which imparts  information as well as
advertisements.  Other competitors include shelf and aisle displays as well as a
number of newer hi-tech POP displays.  Various electronic  in-store displays and
coupon  systems  exist  including:  Aisle Vision to straddle  the aisle;  Market
Vision,  an  electronic  message  board crawl  screen;  POPNET,  a  computerized
in-store system displaying  animated sequences and price promotions;  Actmedia's
Instant Coupon Machine,  an on-shelf  electronic  dispensing  device;  and Shelf
Vision, another electronic display system.

     In Store Advertising has a backlit display unit with an LED read out placed
above the aisle in grocery stores. Other displays include motion-activated units
designed to heighten product visibility.  Camtalker's sensory equipment triggers
a taped message whenever a customer comes within range.  Soundtron also triggers
a message to potential customers as does Voice Vendor.

     The Company  believes  that since "the last  word"(R) will be in continuous
communication  with  each  and  every  shopper  in the  store,  it  will be more
effective than the products of its competitors.

Patent

     The patent invention is a waterproof  advertising  display device.  Broadly
stated,  the patent covers the combination of a telescopingly  nestable shopping
cart of the standard type,  having a top-hinged rear gate and a rear receptacle,
and an advertising  holding  mounted facing a user on the front wall of the rear
receptacle, including a rear display plate over the advertising and a watertight
seal such that liquids may not enter the advertising area.

     Also protected is the above combination wherein the cover plate is attached
with a quick release  hinge.  It also includes an optional  calculator  assembly
supporting the calculator at an upward angle for viewing by the user.

Production and Manufacturing

     The early stage  manufacturing of "the last word"(R) has been undertaken by
Lesair, Inc. in San Diego, California.  The manufacturer of the final production
runs has not been determined. Competitive bids are being tendered at this time.

Item 2.  Description of Property

     At present, the Company does not own any real property.  The Company leases
office space on a month-to-month basis at 85 East End Avenue, #9B, New York, New
York and 2832 Bellevue, West Vancouver, British Columbia, Canada.


                                        4

<PAGE>



Item 3.  Legal Proceedings

     PPMC is not a party to (nor is its  property  the  subject  of) any pending
legal proceeding.

Item 4.  Submission of Matters to a Vote of Security Holders

     No matters were  submitted to a vote of the Company's  shareholders  during
the forth quarter of the year ending June 30, 1999.

Part II

Item 5.  Market Price and Dividends on the  Registrant's Common Equity and Other
         Shareholder Matters

     The Company's Common Stock trades on the OTC Bulletin Board of the National
Association of Securities Dealers,  Inc. ("NASD") under the symbol "PPMC." As of
June 30, 1999, the Company had approximately 110 holders of record of its Common
Stock. These quotations  represent prices between dealers, do not include retail
mark ups, mark downs or  commissions  and do not  necessarily  represent  actual
transactions.

     The following  table sets forth for each period  indicated the high and the
low bid prices  per share for the  Company's  Common  Stock.  The  Common  Stock
commenced trading on June 9, 1998.

                                                          Price
                                                          -----
                                                 High                 Low
                                                 ----                 ---
Fiscal Year 1999
----------------
First Quarter Ended September 30                  5.75              1.50
Second Quarter Ended December 31                  5.00              1.00
Third Quarter Ended March 31                      3.56              1.25
Fourth Quarter Ended June 30                      0.60              0.50

Fiscal Year 1998
----------------
Fourth Quarter Ended June 30                      5.25              4.50


     The Company has never paid a cash dividend on its Common Stock and does not
anticipate paying dividends in the foreseeable  future. It is the present policy
of the Company's Board of Directors to retain  earnings,  if any, to finance the
expansion of the Company's business. The payment of dividends in the future will
depend on the results of operations,  financial  condition,  capital expenditure
plans  and  other  cash  obligations  of the  Company  and  will be at the  sole
discretion of the Board of Directors.


                                        5

<PAGE>



Recent Sales of Unregistered Securities

     In July 1996, the Company (then known as Leghorn, Inc.) issued an aggregate
of  4,700,000  shares  of  Common  Stock  to 12  individuals  for  an  aggregate
consideration   of  $10,000.   The  Company   relied  upon  the  exemption  from
registration  contained in Rule 504 of Regulation D under the  Securities Act in
issuing all of the foregoing shares in that the aggregate  offering price of the
shares of Common Stock issued did not exceed $1,000,000.

     On July 16, 1997, the Company merged with Purchase Point Media Corporation,
a Nevada  corporation  ("PPMC  (Nevada)").  In connection with such merger,  the
Company issued  6,675,000 shares of Common Stock to the two stockholders of PPMC
(Nevada),  both of whom were  accredited  investors  as  defined  in Rule 501 of
Regulation  D under the  Securities  Act of 1933,  as amended  (the  "Securities
Act").  The shares issued in connection  with such merger were valued at $8,500.
The Company  relied upon the  exemption  contained  in Rule 506 of  Regulation D
under the  Securities  Act in  issuing  such  shares in that there were only two
acquirors, both of whom were accredited investors.

     On August 12,  1998,  the Company  entered  into an  agreement  with Dorian
Capital Corp.  ("Dorian") pursuant to which Dorian subscribed for 500,000 units,
each  consisting  of one share of  Common  Stock and one  five-year  warrant  to
purchase  Common  Stock  at  an  exercise  price  of  $7.00  per  share,  for  a
subscription  price of $7.00 per  unit.  Dorian  had a 90-day  period to pay the
subscription price , which period was extended for an additional 90 days. By the
final  expiration  date,  Dorian had  purchased  41,143 units for  approximately
$288,000.  The  Company  relied  upon  the  exemption  contained  in Rule 506 of
Regulation D under the  Securities  Act in issuing the  foregoing  securities to
Dorian in that there was only one purchaser, which was an accredited investor.

Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations Overview

     To finance  operations,  PPMC will  attempt to  pre-sell  four of the 10 ad
spaces in "the last word"(R) at $6,308,000  each (an aggregate of  approximately
$25 million) for a period of one year  (representing  a  substantial  discount).
There can be no assurance that PPMC will be successful in doing so.

     For PPMC to launch a successful  advertisement service program,  there must
be eight areas of the business staffed by competent people to handle each of the
areas.  In that PPMC does not have the resources or expertise at this time, PPMC
has  elected to  subcontract  with  parties  that have either the  expertise  or
infrastructure  in place to initiate  and sustain a  successful  operation.  The
eight areas are;  (1)  manufacturing  "the last  word"(R),  (2)  marketing,  (3)
selling advertising, (4) selling stores on the program, (5) installing "the last
word"(R) (6) printing the  advertisement  inserts,  (7) maintenance and changing
inserts and (8)  administration.  The above will be  subcontracted  out with the
exception of administration.


                                        6

<PAGE>



     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.

     Advertising  sales and chain store  operations will be handled by Last Word
Management.  John Hall and Dal  Brickenden  have over 50 years of  experience in
selling and managing advertising 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 shipped to ITG's people at the store level. The printing
company  thereafter  will ship the ad inserts  directly  to ITG's  people at the
store level.

     The Form  10-KSB,  other than the  historical  financial  information,  may
consist of  forward-looking  statements  that involve  risks and  uncertainties,
including,   but  not  limited  to,  statements   contained  in  "Business"  and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations".  Such  statements are based on many  assumptions and are subject to
risks and uncertainties. Actual results could differ materially from the results
discussed  in  the  forward-looking  statements  due  to a  number  of  factors,
including,  but not limited to, those identified in the preceding  paragraphs as
well as those set forth under  "Business-Risks  and  Uncertainties"  in the Form
10-KSB.

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.


                                        7

<PAGE>



     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.

Item 7.  Financial Statements

                                                                            Page

     1.   Financial Documents:

     Independent Auditors' Report                                     F-1 - F-2

     Balance Sheets, June 30, 1999 and 1998                                 F-3

     Statements of Operations,  Years Ended
       June 30, 1999,  1998 and 1997 and the
       Period June 28, 1996 (Date of Formation)
       Through June 30, 1999                                                F-4

     Statements of Stockholders' Equity
       (Deficiency) for the Period June 28,
       1996 (Date of Formation) through
       June 30, 1999                                                  F-5 - F-6

     Statements of Cash Flows,  Years Ended
       June 30, 1999,  1998 and 1997
       And the Period June 28, 1996
      (Date of Formation) through
       June 30, 1999                                                  F-7 - F-8

     Notes to Financial Statements                                    F-9 - F-15




                                        8


<PAGE>



                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Purchase Point Media Corporation

We have  audited  the  accompanying  balance  sheets  of  Purchase  Point  Media
Corporation  (a development  stage company) (the  "Company") as of June 30, 1999
and 1998, and the related statements of operations, stockholders' deficiency and
cash flows for each of the three  years  ended June 30,  1999 and for the period
June 28,  1996  (Date of  Formation)  through  June 30,  1999.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An Audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  such financial  statements referred to above present fairly, in
all  material   respects,   the  financial  position  of  Purchase  Point  Media
Corporation at June 30, 1999 and 1998,  and the results of their  operations and
their cash flows for each of the years ended June 30, 1999,  1998,  and 1997 and
for the period June 28,  1996 (Date of  Formation)  through  June 30,  1999,  in
conformity with generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern.  The Company is a development stage enterprise
engaged to develop  and sell  advertising  space to national  advertisers  to be
displayed on

                                       F-1


<PAGE>



grocery  cart  displays.  As more  fully  explained  in Note 1 of the  financial
statements,  the Company  needs to obtain  additional  financing  to fulfill its
developmental  activities  and achieve a level of sales  adequate to support its
cost structure.  These uncertainties raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans are also described in
Note 1. The  accompanying  financial  statements do not include any  adjustments
that might result from the outcome of these uncertainties  should the Company be
unable to continue as a going concern.




WIENER, GOODMAN & COMPANY, P.C.
Certified Public Accountants
Eatontown, New Jersey

December 7, 1999















                                       F-2


<PAGE>



                        PURCHASE POINT MEDIA CORRPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                      June 30,
                                                                              ------------------------

                                                                              1999                1998
                                                                          -----------         -----------
<S>                                                                       <C>                 <C>
Current Assets:
  Cash                                                                    $        97         $        --
  Prepaid expenses                                                             18,487              11,305
                                                                          -----------         -----------

     Total Current Assets                                                      18,584              11,305

Equipment-net                                                                   2,810                  --

Patents and trademarks-net                                                     27,159              28,439
                                                                          -----------         -----------

     TOTAL ASSETS                                                         $    48,553         $    39,744
                                                                          ===========         ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
  Note payable                                                            $    46,903         $        --
  Accounts payable and
   accrued expenses                                                           163,014              81,687
  Due to officer/shareholder                                                   86,130              79,624
  Note payable to related party                                               508,407             440,592
                                                                          -----------         -----------

     Total Current Liabilities                                                804,454             601,903
                                                                          -----------         -----------

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 11,409,571 and
   11,375,000 shares, respectively                                            260,497              18,500
  Additional paid-in capital                                                   23,104                  --
  Deficit accumulated during
   development stage                                                       (1,039,672)           (580,829)
                                                                          -----------         -----------

     Total Stockholders' Deficiency                                          (755,901)           (562,159)
                                                                          -----------         -----------

TOTAL LIABILITIES AND
 STOCKHOLDERS' DEFICIENCY                                                 $    48,553         $    39,744
                                                                          ===========         ===========
</TABLE>


                       See notes to financial statements.


                                       F-3

<PAGE>



                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>

                                                                                                                          Period
                                                                                                                       June 28, 1996
                                                                                                                         (Date of
                                                                                                                        Formation)
                                                                                                                          through
                                                                         For the Years Ended June 30,                    June 30,
                                                                         ----------------------------                      1999
                                                                 1999              1998                  1997           -----------
                                                             -----------         -----------         -----------
<S>                                                          <C>                 <C>                 <C>                <C>
Costs and Expenses:
  General and administrative
   expenses                                                  $   416,772         $   110,389         $    79,575        $   939,496
  Interest expense                                                39,879              29,226              19,775             94,880
  Depreciation and amortization                                    2,192               3,104                  --              5,296
                                                             -----------         -----------         -----------        -----------

Net loss                                                     $   458,843         $   142,719         $    99,350        $ 1,039,672
                                                             ===========         ===========         ===========        ===========

Loss per common share - basic
 and diluted                                                 $       .04         $       .01         $       .01        $        --
                                                             ===========         ===========         ===========        ===========

Weighted average number of
 common shares and equivalents
 outstanding - basic and diluted                              11,400,563          11,375,000          11,375,000                 --
                                                             ===========         ===========         ===========        ===========
</TABLE>









                       See notes to financial statements.


                                       F-4

<PAGE>




                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY
          PERIOD JUNE 28, 1996 (DATE OF FORMATIN) THROUGH JUNE 30, 1999

<TABLE>
<CAPTION>
                                                                           Common Stock
                                                                        ------------------     Additional     Retained
                                         Preferred         Par                       Stated      Paid-In      Earnings
                                           Stock          Value        Shares        Value      Capital       (Deficit)        Total
                                         ---------        -----      ----------     --------   ----------     ----------       -----
<S>                                          <C>             <C>     <C>              <C>             <C>     <C>          <C>
Balance, June 28,
 1996 (Date of
 Formation)                                     --     $      --            --     $      --       $  --     $      --    $      --
Sale of common
 stock at June 28,
 1996 (at $.009 per
 share)                                         --            --     1,175,000        10,000          --            --       10,000
Four-for-one stock split                        --            --     3,525,000            --          --            --           --
Issuance of preferred
 stock at June 30, 1996
 for consulting services
 (valued at $.09 per
 share)                                      1,000            85            --            --          --            --           85
Issuance of preferred
 stock at June 30, 1996
 for transfer agent
 services (valued at
 $.09 per share)                             1,000            85            --            --          --            --           85
Net loss, from June
 28, 1996 (Date of
 Formation) through
 June 30, 1996                                  --            --            --            --          --      (338,760)    (338,760)
                                         ---------     ---------     ---------     ---------       -----     ---------    ---------

Balance, June 30,
  1996                                       2,000           170     4,700,000        10,000          --      (338,760)    (328,590)
</TABLE>


                       See notes to financial statements.


                                      F-5

<PAGE>



                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY
   PERIOD JUNE 28, 1996 (DATE OF FORMATION) THROUGH JUNE 30, 1999 (Continued)

<TABLE>
<CAPTION>
                                                                      Common Stock
                                                                   ------------------     Additional     Retained
                                    Preferred         Par                       Stated      Paid-In      Earnings
                                      Stock          Value        Shares        Value      Capital       (Deficit)        Total
                                    ---------        -----      ----------     --------   ----------     ----------       -----
<S>                                      <C>     <C>            <C>          <C>           <C>           <C>            <C>
Recapitalization for
 effect of reverse
 acquisition                                --            --     6,675,000         8,500            --            --          8,500
Net loss year ended
 June 30, 1997                              --            --            --            --            --       (99,350)       (99,350)
                                   -----------   -----------   -----------   -----------   -----------   -----------    -----------

Balance, June 30,
  1997                                   2,000           170    11,375,000        18,500            --      (438,110)      (419,440)

Net loss, year ended
 June 30, 1998                              --            --            --            --            --      (142,719)      (142,719)
                                   -----------   -----------   -----------   -----------   -----------   -----------    -----------
Balance, June 30,
  1998                                   2,000           170    11,375,000        18,500            --      (580,829)      (562,159)

Sale of common stock
 (at $7.00 per share)                       --            --        34,571       241,997            --            --        241,997

Issuance of warrants
 for loan financing
 (issued at $.67
 per share)                                 --            --            --            --        23,104            --         23,104

Net loss, year ended
 June 30, 1999                              --            --            --            --            --      (458,843)      (458,843)
                                   -----------   -----------   -----------   -----------   -----------   -----------    -----------
Balance, June 30,
  1999                                   2,000   $       170    11,409,571   $   260,497   $    23,104   $(1,039,672)   $  (755,901)
                                   ===========   ===========   ===========   ===========   ===========   ===========    ===========
</TABLE>


                       See notes to financial statements.


                                       F-6

<PAGE>



                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                                          Period
                                                                                                                         June 28,
                                                                                                                        1996 (Date
                                                                                                                       of Formation)
                                                                                                                          through
                                                                        For the Years Ended June 30,                      June 30,
                                                                        ----------------------------                     ----------
                                                                    1999               1998              1997
                                                                  --------           --------          --------
                1999
              ------
<S>                                                            <C>                <C>                <C>                <C>
Cash flows from operating
 activities:
  Net (loss)                                                   $  (458,843)       $  (142,719)       $   (99,350)       $(1,039,672)
  Adjustments to reconcile
   net (loss) to net cash
   (used in) operating
   activities:
   Depreciation and
    amortization                                                     2,192              3,104                 --              5,296
   Forgiveness of debt
    from related party                                             (25,000)                --            (25,000)
   Non - cash compensation                                          15,922             13,695                 --             29,787
Changes in operating assets and liabilities:
  (Increase) decrease in
   other assets                                                       (600)            10,000            (14,900)            (5,143)
Increase in accounts
   payable and accrued
   expenses                                                         81,327             13,071              5,000            163,014
                                                               -----------        -----------        -----------        -----------
  Net Cash (Used in)
   Operating Activities                                           (360,002)          (127,849)          (109,250)          (871,718)
                                                               -----------        -----------        -----------        -----------

Cash flows from investing activities:
  Purchase  of equipment                                            (3,122)                --                 --             (3,122)
                                                               -----------        -----------        -----------        -----------

Cash flows from financing activities:
  Proceeds from related
   party                                                           308,377            126,499            117,170            730,469
  Proceeds from borrowings                                          46,903                 --                 --             46,903
  Payments to related party                                       (240,562)                --                 --           (240,562)
  Proceeds from officer/
   stockholder                                                      44,957              1,210                 --            132,501
  Payments to officer/
   stockholder                                                     (38,451)                --             (7,920)           (46,371)
  Proceeds from sale of
   common stock                                                    241,997                 --                 --            251,997
                                                               -----------        -----------        -----------        -----------
     Net Cash Provided by
      Financing Activities                                         363,221            127,709            109,250            874,937
                                                               -----------        -----------        -----------        -----------
</TABLE>


                                       F-7


<PAGE>



                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENT OF CASH FLOWS (Continued)


<TABLE>
<CAPTION>
                                                                                                                          Period
                                                                                                                         June 28,
                                                                                                                        1996 (Date
                                                                                                                       of Formation)
                                                                                                                          through
                                                                        For the Years Ended June 30,                     June 30,
                                                                        ----------------------------
                                                                   1999                 1998                1997           1999
                                                               -----------           ----------           --------       -------
<S>                                                            <C>                   <C>                  <C>            <C>
Net increase (decrease)
 in cash                                                                97                 (140)                --            97

Cash - beginning of period                                              --                  140                140            --
                                                               -----------           ----------           --------       -------

Cash - end of period                                           $        97           $       --           $    140       $    97
                                                               ===========           ==========           ========       =======

Supplementary Information:
  Cash paid during the year
   for:
     Interest                                                  $       774           $      259           $     --       $ 1,033
                                                               ===========           ==========           ========       =======
     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 sale of
 common stock                                                  $    23,104           $       --           $     --       $23,104
                                                               ===========           ==========           ========       =======
</TABLE>







                                       F-8

<PAGE>



                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     -----------------------------------------------------------

     Organization - Purchase Point Media  Corporation (the "Company"),  formerly
     Leghorn,  Inc., was incorporated on June 28,1996 in the State of Minnesota.
     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 June 30, 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.

     In July 1997, Leghorn Inc. merged with Purchase Point Media Corporation,  a
     company which owns a patented grocery cart advertising  display device that
     plans to sell the advertising  space to national  advertisers.  The Company
     issued  6,675,000 of its common stock in exchange for all common  shares of
     Purchase Point Media Corporation.

     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.  The Company entered into an agreement on August 12,
     1998 for the  private  sale of its  common  stock  and the  Company  raised
     $241,997.  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.

     Use of Estimates - The  preparation  of financial  statements in conformity
     with generally accepted  accounting  principles requires management to make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities  at the  date of the  financial  statements  and  revenues  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     Depreciation - Equipment is stated at cost less  accumulated  depreciation.
     Depreciation  is  calculated  using  the  straight-line   method  over  the
     estimated useful lives.

     Amortization of Intangibles - Patent and trademark costs are stated at cost
     less  accumulated  amortization  and are amortized using the  straight-line
     method over their 17- and 10-year  lives,  respectively.  If the patents or
     trademarks are not obtained,  the related costs are expensed.  The carrying
     value of intangible assets will be periodically  reviewed by the Company to
     ensure that impairments are recognized when the future operating cash flows
     expected to be derived from such  intangible  assets are less than carrying
     value.


                                       F-9

<PAGE>



1.   ORGANIZATION  AND SUMMARY OF SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)
     --------------------------------------------------------------

     Amortization  expense was  $1,880,  $3,104 and -0- for the years ended June
     30, 1999,  1998 and 1997,  respectively  and $4,984 for the period June 28,
     1996 (Date of Formation) through June 30, 1999

     Development Costs - Development costs are expensed as incurred.

     Stock-Based  Compensation  -  Effective  July 1, 1998 the  Company  adopted
     Statement  of  Financial  Accounting  Standards  No.  123 (SFAS  No.  123),
     "Accounting for Stock-Based  Compensation."  The standard  encourages,  but
     does not require, companies to recognize compensation expense for grants of
     stock,  stock options and other equity  instruments  to employees  based on
     fair value accounting  rules.  The Company has adopted the  disclosure-only
     provision of SFAS No. 123.

     Earnings  Per Common Share - In February  1997,  the  Financial  Accounting
     Standards Board issued Statement of Financial  Accounting  Standards (SFAS)
     No. 128  "Earnings Per Share,"  which  requires  companies to present basic
     earnings  per share (EPS) and diluted  earnings  per share,  instead of the
     primary and fully diluted EPS that was required.  The new standard requires
     additional  informational  disclosures and also makes certain modifications
     to  the  currently   applicable  EPS  calculations  defined  in  Accounting
     Principles Board No. 15.

     Basic loss per common  share is computed by  dividing  net  earnings by the
     weighted  average  number of common  shares  outstanding  during  the year.
     Diluted  earnings per common share are computed by dividing net earnings by
     the  weighted   average  number  of  common  and  potential  common  shares
     outstanding  during  the  year.  The  number  of  potential  common  shares
     outstanding were 34,571 and -0- for the years ended June 30, 1999 and 1998,
     respectively.  For each of the years the  potential  common shares would be
     excluded from the loss per share calculation  because their effect would be
     anti-dilutive.

     Fair value of financial  instruments - For financial  instruments including
     cash,  accrued  expenses  and  short-term  debt,  it was  assumed  that the
     carrying amount  approximated fair value because of the short maturities of
     such instruments.

     Reclassifications - Certain  reclassifications have been made to prior year
     balances in order to conform with the current year's presentation.

2.   REVERSE ACQUISITION
     -------------------

     On July 16, 1997 Leghorn Inc. acquired all the outstanding  common stock of
     Purchase Point Media  Corporation by issuing 6,675,000 shares of its common
     stock.  For  accounting  purposes,  the  acquisition  has been treated as a
     re-capitalization  of Purchase Point Media  Corporation with Purchase Point
     as the acquirer (reverse acquisition).  The historical financial statements
     prior to July 16, 1997 are those of Purchase Point Media Corporation.


                                      F-10

<PAGE>




3.   DEBT
     ----

                                                             June 30,
                                                         1999        1998
                                                         ----        ----
         Short-term debt:

         Demand note from Dorian Capital Corp ,
          interest at 12%                               $46,903    $   -
                                                         ======     ====

4.   INCOME TAXES
     ------------

     At June 30, 1999 the Company has a net operating loss ("NOL")  carryforward
     of approximately  $1,040,000 for financial  reporting purposes and zero for
     tax purposes.  The difference between financial  reporting and tax purposes
     results from temporary  differences  caused by  capitalization  of start-up
     expenditures  for tax  purposes as required by the  Internal  Revenue  Code
     Section  195.  The  Company  has not  reflected  any  benefit  of such  net
     operating loss  carryforward in the  accompanying  financial  statements in
     accordance with Financial  Accounting  Standards Board Statement No. 109 as
     the realization of this deferred tax benefit is not more than likely.

     The Tax  Reform Act of 1986  provided  for a  limitation  on the use of NOL
     carryforwards,   following  certain  ownership  changes.  As  a  result  of
     transactions  in the  Company's  common  stock  during  1997,  a change  in
     ownership  of  greater  than  fifty  (50%)  percent  as  defined,  may have
     occurred.  In  addition,  the Company is  contemplating  a proposed  equity
     financing of common stock. Under such circumstances, the potential benefits
     from  utilization  of tax  carryforward  may be  substantially  limited  or
     reduced on an annual basis.

5.   PREFERRED STOCK
     ---------------

     The  authorized  number of preferred  shares is  50,000,000  of which 2,000
     shares are  outstanding as of June 30, 1999 and 1998.  The preferred  stock
     was issued on June 14, 1996,  convertible  into ten shares of common stock.
     The conversion right expired on June 14, 1998.

6.   NOTE PAYABLE TO RELATED PARTY TRANSACTIONS
     ------------------------------------------

     Note payable to related party comprises advances from Amtel Communications,
     Inc.  ("Amtel").  Amtel owns 29% of the common  stock of the  Company.  The
     Company  owed  Amtel  $508,407  and  $440,592  at June 30,  1999 and  1998,
     respectively. Interest expense on the note was $32,195, $24,455 and $14,775
     for the years ended June 30, 1999, 1998 and 1997, respectively, and $71,425
     for the period June 28, 1996 (Date of Formation) through June 30, 1999. All
     interest has been accrued.


                                      F-11

<PAGE>



     The Company  entered into an agreement with Albert Folsom  ("Folsom"),  the
     Company's President and Chief Executive Officer, for consulting services to
     be performed on behalf of the Company.  Folsom received  consulting fees in
     the amount of $72,000 per year for the years ending June 30, 1999, 1998 and
     1997 and $288,000 for the period June 28, 1996 (Date of Formation)  through
     June 30, 1999, respectively. The Company owed Folsom $79,966 and $79,624 at
     June 30, 1999 and 1998,  respectively.  Interest expense was $4,424, $5,000
     and $5,000 for the years ended June 30, 1999, 1998, and 1997, respectively,
     and $21,424 for the period June 28, 1996 (Date of  Formation)  through June
     30, 1999. All interest has been accrued.

     The  Company   entered  into  an  agreement  with  Roger  Jung  ("Jung")  a
     shareholder  of the Company for  consulting  services  to be  performed  on
     behalf of the  Company  starting  April 1, 1999 for $2,000  per month.  The
     Company owed Jung $6,164 and $-0- at June 30, 1999 and 1998,  respectively.
     Interest  expense was $65, $-0- and $-0- for the years ended June 30, 1999,
     1998 and 1997, respectively. All interest has been accrued.

7.   COMMON STOCK WARRANTS
     ---------------------

     The Company  issued  common  stock  warrants in  connection  with a private
     placement  debt offering  during the year ended June 30, 1999.  The Company
     has  adopted  the  disclosure-only  provision  of  Statement  of  Financial
     Accounting Standards No. 123 "Accounting for Stock-Based Compensation." The
     Company valued the warrants issued to non-employees based on the fair value
     at the grant date  consistent  with the provisions of SFAS No. 123. For the
     year ended June 30, 1999 and the period  June 28, 1996 (Date of  Formation)
     through June 30, 1999, the Company expensed  interest charges to operations
     in the amount of $4,617.  The  balance  of $18,487 is  included  in prepaid
     expenses at June 30,  1999 and will be expensed  over the life of the note.
     Therefore,  the basic and diluted net loss, per share,  for year ended June
     30, 1999 is the same for both reported and proforma amounts.

     The fair value of each  warrant  granted is  estimated on the date of grant
     using  the   Black-Scholes   option-pricing   model   with  the   following
     weighted-average  assumptions used for warrants in 1999:  dividend yield of
     -0-,  expected  volatility  of 250.7% risk free  interest  rate of 5.0% and
     expected life of two and one-half (2 1/2) years.


                                      F-12

<PAGE>



 Information regarding the Company's Warrants for June 30, 1999 is as follows:

<TABLE>
<CAPTION>
                                                                          Weighted-
                                                                           Average
                                                                           Exercise
                                                                Shares      Price
                                                               -------      -----
<S>                                                             <C>        <C>
         Warrants outstanding
          beginning of year                                          -     $    -
         Warrants exercised                                          -          -
         Warrants granted                                       34,571       7.00
                                                               -------      -----
         Warrants outstanding
          end of year                                           34,571     $ 7.00
                                                               =======      =====

         Warrants price range
          at end of year                                        $7.00
         Warrant price range
          for exercised shares                                  $   -
         Weighted-average fair
          value of warrants
          granted during the year                               $ .67
</TABLE>

     The following table summarizes information about fixed-price stock warrants
     outstanding at June 30, 1999:

<TABLE>
<CAPTION>
                                     Weighted-
                                      Average             Weighted     Number               Weighted
 Range of           Number Out-      Remaining            Average      Exercisable           Average
 Exercise           standing at     Contractual           Exercise     at                   Exercise
 Price             June 30, 1999        Life              Price        June 30, 1999          Price
 -----             -------------        ----              -----        -------------          -----

<S>                  <C>             <C>                  <C>              <C>                <C>
$7.00                34,571          1.5 years            $7.00            34,571             $7.00
                     ======                                                ======
</TABLE>


8.   COMMITMENTS AND CONTINGENCIES
     -----------------------------

     Legal Retainer -
     ----------------

     On July 1, 1997, (an  officer/stockholder  of the Company)  exchanged 5,000
     shares of Purchase Point Media  Corporation  common stock for legal service
     to be provided on behalf of the Company  valued at $25,000.  If such shares
     are sold for less than $25,000,  Purchase Point Media  Corporation will pay
     any difference to the law firm,  provided that such shares are sold through
     Westminster Securities Corporation.  The officer/stockholder of the Company
     forgave the liability  from the Company as of June 30, 1998 and the Company
     recorded the  transaction as forgiveness of debt income in the statement of
     operations.  The Company recorded legal expense for the year ended June 30,
     1999 and 1998 in the amounts of $11,305 and $13,695, respectively.


                                      F-13

<PAGE>




     Sales Agreements -
     ----------------

     a.) On September  15,  1998,  the Company  entered  into an agreement  with
     International Trade Group, L.L.C.  ("ITG") to sell stores on the concept of
     installing advertising on their grocery carts.

     Compensation for services will be on a per cart basis. The Company will pay
     ITG a sales  commission  of $1.00  per cart for each  contract  signed  and
     approved,  an  installation  fee of  $2.00  per  cart  and  an  advertising
     maintenance fee of $0.50 per cart. On an annual basis, the Company will pay
     ITG a sales maintenance commission of $.50 per cart.

     The Company will issue ITG 300,000  shares of its common stock at $5.00 per
     share upon the initial  installation of advertising  space. In addition,  a
     shareholder of the Company will issue an option to ITG to purchase  300,000
     shares of the  shareholder's  common stock at $1.00 per share,  exercisable
     within a three (3) year period. Each of the options will be issued in three
     equal 100,000 share blocks, with one block being exercisable in whole or in
     part  after each of the first,  second and third  years of this  agreement,
     subject to ITG having met its  installation  targets.  Upon the issuance of
     the options the Company will  recognize an expense  equal to the fair value
     of the option at the various  dates of grants.  As of December  21, 1999 no
     shares have been issued or options granted.

     Commissions  will be payable on all installed and serviced carts during the
     duration of the contract. In the event of a premature  termination,  ITG is
     entitled  to  receive a one (1) year  termination  fee  which  would be the
     greater of (a) fees and  commissions  due for a year or (b)  $1,000,000  as
     full and final compensation.

     The Company will be obligated  for the payment of the  quarterly  rental to
     the stores  for the use of their  carts.  The amount  payable to the stores
     will be ten (10%) of gross advertising revenues received by the Company. To
     date no gross  advertising  revenue has been  received and no payments have
     been made.

     b.) On April 27, 1997 the Company  entered  into a sales  agreement  with a
     shareholder  ("contractor")  of the Company to sell to advertisers  each of
     the  advertisement  frames which are displayed on shopping carts at grocery
     stores.  The Company will pay the  contractor  a commission  of up to three
     (3%)  percent of gross  advertising  dollars  less the  advertising  agency
     commission  of fifteen  (15%)  percent.  The Company  will also advance the
     contractor  expenses  as  agreed  upon  to a  proforma  budget.  To date no
     commissions have been paid or accrued.

     In addition the Company will cause certain  shareholders  of the Company to
     grant incentive options up to one million  (1,000,000) common shares of the
     Company to the  contractor.  The options are exercisable to $1.00 per share
     after certain levels of gross  advertising  sales have been  attained.  The
     options  expire  five years from the date of  issuance.  As of this date no
     options have been issued as the  commencement  of operations has not begun.
     At the date of grant the options will be valued at fair market value.


                                      F-14

<PAGE>



     Marketing Agreement

     On August 14,  1998,  the Company  entered into a one-year  agreement  with
     Culver Associates,  Ltd. ("Culver").  Culver is to study the Purchase Point
     Media business  opportunities,  provide business plan and place advertising
     and related  materials needed to execute  marketing plans.  Compensation to
     Culver is a monthly fee of $25,000  for the first three (3) months.  Culver
     also will receive the standard fifteen (15%) percent agency  commission for
     purchases  of media  time  and  space.  The  Company  made (2) two  $25,000
     payments in August and September  1998.  The Company and Culver have agreed
     that no  further  payments  will be made  under the terms of the  agreement
     until the Company has commenced with the installation of advertising  space
     and Culver provides additional services, as defined.





                                      F-15

<PAGE>







Item 8.  Changes in and Disagreements with Accountants

     Not applicable

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons

     The following sets forth-certain  information with respect to the directors
and executive officers of PPMC:


        Name                          Age                        Position
        ----                          ---                        --------

Albert P. Folsom                      60                 President and Director
John W. Hemmer                        72                 Director
Jay Walker                            77                 Director
Ethel V. Arnold                       53                 Controller


     The Company's  directors are elected at the annual meeting of  stockholders
and hold office until their successors are elected and qualified.  The Company's
officers  are  appointed  annually  by the Board of  Directors  and serve at the
pleasure  of the  Board.  There is no  family  relationship  among any of PPMC's
directors and executive officers.

     The following is a brief summary of the business  experience of each of the
directors and executive officers of PPMC:

Albert P. Folsom, President & Director

     Mr.  Folsom has been  President  and  director of PPMC for over five years,
beginning  with the  predecessor  company.  His  duties  are:  raising  funds to
maintain  operations,  spearheading  patenting of the Company's  patent in other
countries,  setting the plan of operations,  bringing  together people resources
for the  launching of  operations  and  negotiating  contracts  with  out-source
contractors.



                                        9

<PAGE>



John W. Hemmer, C.F.A., Director

     Mr. Hemmer  serves as a director of Paradigm  Medical  Industries,  Inc., a
manufacturer and marketer of diagnostic and surgical  equipment for the eye care
industry. Until June 1999 he was their Vice President of Finance,  Treasurer and
CFO. He was President  and Chief  Executive  Officer of John W. Hemmer,  Inc., a
registered  broker/dealer from May 1989 to May 1997, which subsequently  changed
its  name  to  Westfalia   Investments,   Inc..   He  retained  his   registered
representative  status  there  until  March  1995.  Prior  thereto,  he was Vice
President of Bankers Trust Company in charge of Venture Capital,  Vice President
of Corporate  Finance at Dempsey Tegler and Company,  Inc., a senior  securities
analyst at Lazard Freres & Company,  Inc.,  and an  investment  officer of Chase
Manhattan Bank. He is a director of Sea Pride Industries,  Inc., which developed
the first offshore  marine  production  system licensed and permitted for use in
the Gulf of Mexico, and a director of the Gulf Marine Institute of Technology, a
nonprofit institute dedicated to performing  mariculture research in the Gulf of
Mexico  utilizing  former  oil and gas  platforms.  He is  also a  director  and
Secretary of QMSI,  Inc., a manufacturer  and  distributor of patented  magnetic
technologies for cooling towers to eliminate  scale,  algae and bacteria without
using  toxic,  expensive  and  polluting  chemicals.  He received a BA degree in
Economics  from  Queens  College in 1951 and a MS degree in banking  and finance
from Columbia  University  Graduate  School of Business in 1952. It is estimated
that he spends one percent of his time on PPMC affairs.

Jay Walker, Director

     Since  1995,  Mr.  Walker has been  President  and  director  of US Medical
Research Corp., a medical research  organization  doing research on degenerative
disease.  He has served as an outside  director  of National  Youth  Development
Foundation  since 1974 and is a volunteer pilot for the Collingwood  Foundation,
flying their B17 at air shows.  It is estimated that he spends 1% of his time on
PPMC affairs.

Ethel V. Arnold CPA, Comptroller

     Mrs.  Arnold has maintained  her  accounting  firm for the past five years.
From 1995 to 1999, half of her time was devoted to Valve  Automation and Control
as CFO and head of  administration.  About one percent of her time over the last
five  years was spent on PPMC.  When PPMC goes  operational,  she will be a full
time officer of PPMC as controller and head of administration.

     The  following  is a brief  summary of the business  experience  of the key
personnel of Last Word Management  Inc., which provides  management  services to
PPMC (see "Item 1. Description of Business--Marketing").


                                       10

<PAGE>



John Hall, Director and President

     Mr. Hall is originally from Indiana, where he attended Purdue University as
a Psychology Major. Immediately thereafter he spent four years of active duty in
the U.S. Army as a front-line  Medical  Technician.  His  professional  life has
always  revolved  around the  advertising  industry in one facet or another.  He
started with Columbia  Broadcasting  (CBS) Retail  Division in 1976,  having the
position of  Vice-President,  Director  of  Marketing.  In 1983,  he took on the
position of Vice-President/Director of Transit for New York Subways (until taken
over by Gannett Outdoor).  Those  responsibilities  included community relations
and promoting advertiser interest in their various products, from the East Coast
to the West  Coast.  At  Gannett,  his  responsibilities  increased  from senior
account executive/major accounts, to national accounts manager and then director
of  transit.  While  there  he  developed  and  maintained  national  and  local
advertiser  interests for the ultimate  purchase of all Gannett  products.  On a
personal  level,  he sits on various fund raising  committees such as the Orange
County  Chapter of the March of Dimes,  L.A.  County  Museum of Art,  Huntington
Memorial Hospital, National Child Abuse Prevention and others.

Roger Jung, Vice-President Operations

     Mr. Jung is President of MBA Management Corp., a firm providing management,
financial  and  property  consulting  to a variety of clients.  He obtained  his
Masters of  Business  Administration  from Simon  Fraser  University  in British
Columbia.  His experience  over the years  includes being  President of a wholly
owned  subsidiary  of Bow Valley  Industries  in Alberta,  President  of a laser
manufacturing company and Engineering Manager for Canadian Westinghouse Co. Ltd.

John H. Mattice, Vice-President.

     Mr.  Mattice is the Owner and  President  of Comcor  Industries,  a company
specializing  in backlit aisle marker display  systems with electronic read outs
for point of purchase  advertising in supermarkets and drug stores.  Previously,
he managed the electronic billboard system for Bank of America.

Dal Brickenden, Vice-President, Sales

     Mr.  Brickenden  has devoted  twenty-five  years to a successful  career in
marketing,  advertising,  new product  development  and  management.  He was New
Product   manager  at  Canada  Starch  Best  Foods  in  Montreal,   Quebec,   an
international division of International Multifoods of Minneapolis, Minnesota. He
headed up the Colgate Palmolive account in Canada as Account Supervisor with the
ad agency now known as FCB/Ronalds  Reynolds Ltd., Toronto. Mr. Brickenden moved
to  Vancouver,  British  Columbia in the 1970's as Director of  Marketing  for a
coating  company and then joined with two  partners to build one of  Vancouver's
top ad agencies.


                                       11

<PAGE>



Item 10. Executive Compensation

     The following table sets forth information for the years ended December 31,
1999,  1998 and 1997  concerning the  compensation  paid or awarded to the Chief
Executive

     Officer  of PPMC.  None of  PPMC's  executive  officers  earned  more  than
$100,000 during the years ended June 30, 1999, 1998 and 1997.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                                   Long-Term
                                                Annual Compensation                               Compensation
                                                -------------------                               ------------
Name and Principal Position                    Year           Salary               Bonus             Other
---------------------------                    ----           ------               -----             -----

<S>                                            <C>            <C>                    <C>               <C>
Albert P. Folsom                               1999           $72,000                0                 0
President and Chief Executive Officer          1998           $72,000                0                 0
                                               1997           $72,000                0                 0
</TABLE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information regarding the beneficial
ownership  of the  Company's  Common  Stock as of December  31, 1998 by (a) each
person known by the Company to own  beneficially  more than 5% of the  Company's
Common  Stock,  (b) each  director of the Company who  beneficially  owns Common
Stock,  (c) each of the  persons  named in the  Summary  Compensation  Table who
beneficially owns Common Stock and (d) all officers and directors of the Company
as a group.  Each named  beneficial  owner has sole voting and investment  power
with respect to the shares owned.

<TABLE>
<CAPTION>
                                                                                            Common Stock
Name and Address                                                                         Beneficially Owned
----------------                                                                         ------------------
<S>                                                                                         <C>

John W. Hemmer                                                                                100,000
Jay Walker                                                                                     50,000
Ethel W. Arnold                                                                               200,000
Albert P. Folsom                                                                            3,337,500(1,2)
Amtel Communications Inc.                                                                   3,337,500(3)
All officers and directors as a group (4 persons)                                           3,687,500(2,4)
</TABLE>

*    less than 1%

(1)  Consists of shares held by Folsom  Family  Holdings.  Mr.  Folsom has a 10%
     interest in such entity. Mr. Folsom's address is c/o the Company.


                                       12

<PAGE>



(2)  Does not include  3,337,500 shares owned by Amtel. Mr. Folsom is an officer
     of Amtel.

(3)  The address of Amtel is c/o Martin and Associates, #2100-1066 West Hastings
     Street,  Vancouver,  British  Columbia,  Canada  V6E 3X2 and the  principal
     stockholder  of Amtel is Rurik  Trust (of which the  beneficial  owners are
     members of the Thomas McKie family).

(4)  Includes 3,337,500 shares owned by Folsom Family Holdings. See Footnote 1.

Item 12. Certain Relationships and Related Transactions

     The Company has no stated policy towards  entering into  transactions  with
related parties.  However, the Company's intention is that any transactions with
related  parties in the future will be on terms no less favorable to the Company
than those obtainable from unrelated parties.

     The  development  activities  of the  Company  are being  financed  through
advances  by  Amtel,  which  is a major  shareholder.  The  Company  owed  Amtel
$508,407,  $440,592 and $314,  093 at June 30, 1999,  June 30, 1998 and June 30,
1997, respectively.  Interest expense on these advances was $32,195, $24,455 and
$14,775 for the years  ended June 30,  1999,  June 30,  1998 and June 30,  1997,
respectively.  All of such advances  have been made on a demand loan basis.  The
Company does not have a formal loan agreement with Amtel.

     During the past two years,  the Company has not entered into,  and does not
propose to enter into, any other  transaction  with a value in excess of $60,000
with a  director,  executive  officer,  beneficial  owner  of 5% or  more of the
Company's Common Stock, or members of any of such persons' immediate family.

Item 13. Exhibits and Reports on Form 8-K

     (a)  The  following  financial   statements  and  supplementary   financial
          information are filed as part of this Annual Report on Form 10-KSB:

                                                                         Page
                                                                         ----

     2.   Financial Documents:

     Independent Auditors' Report                                     F-1 - F-2

     Balance Sheets, June 30, 1999 and 1998                                 F-3

     Statements of Operations,  Years Ended
       June 30, 1999,  1998 and 1997 and the
       Period June 28, 1996 (Date of Formation)
       Through June 30, 1999                                                F-4

     Statements of Stockholders' Equity
       (Deficiency) for the Period June 28,
       1996 (Date of Formation) through
       June 30, 1999                                                  F-5 - F-6


                                       13

<PAGE>



     Statements of Cash Flows,  Years Ended
       June 30, 1999,  1998 and 1997 And the
       Period June 28, 1996 (Date of Formation) through
      June 30, 1999                                                   F-7 - F-8

      Notes to Financial Statements                                   F-9 - F-15

     3.   Financial Statement Schedules:

     All schedules are omitted  because they are  inapplicable,  not required or
the information is included in the financial statements or notes thereto.

     (b)  Reports on Form 8-K:

     There were no current  reports on Form 8-K filed by the  Registrant  during
the quarter ended June 30, 1999

     (c)  The  following  Exhibit  Index  sets  forth  the  applicable  exhibits
          (numbered in  accordance  with Item 601 of  Regulation  5-3) which are
          required to be filed with the Annual Report of Form 10-KSB.

     Exhibit Number                               Title
     --------------                               -----

         3 (a)                Certificate   of   Incorporation   and  Bylaws  of
                              Registrant.  Incorporated by Preference to Exhibit
                              3(a)  and  3(b) of the  Company's  Report  on Form
                              10-SB/A dated January 11, 2000

         10 (a)               Agreement   dated   September   15,  1998  between
                              International Trade Group, LLC and the Registrant.
                              Incorporated by Reference to Exhibit 10 (a) of the
                              Company's Report on Form 10-SB/A dated January 11,
                              2000.

         10 (b)               Agreement  dated  August 14, 1998  between  Culver
                              Associates, Ltd and the Registrant.
                              Incorporated by Reference to Exhibit 10 (b) of the
                              Company's Report on Form 10-SB/A dated January 11,
                              2000.

         10 (c)               Agreement  dated  August 12, 1998  between  Dorian
                              Capital Corporation and the Registrant.
                              Incorporated  by  Reference  to Exhibit 10 ( c) of
                              the Company's Report on Form 10-SB/A dated January
                              11, 2000.


                                       14

<PAGE>



         10 (d)               Agreement  dated April 25, 1999 between Roger Jung
                              (assigned to Last Word  Management,  Inc.) and the
                              Registrant.
                              Incorporated by Reference to Exhibit 10 (d) of the
                              Company's Report on Form 10-SB/A dated January 11,
                              2000.


          27.                 Financial Data Schedule







                                       15

<PAGE>




                                                    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:  February ___, 2000

                                        PURCHASE POINT MEDIA CORPORATION

                                        By:    /s/ Albert P. Folsom
                                           -------------------------------------
                                           Albert P. Folsom
                                           President and Chief Executive Officer








                                       16