SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 2

[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 August 31, 2000:
11,863,312.

         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                    5

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

         Item 7.  Financial Statements                               11

         Item 8.  Changes in and Disagreements with
                  Accountants on Accounting and
                  Financial Disclosure                               12

Part III

         Item 9.  Directors and Executive Officers;
                  Promoters and Control Persons;
                  Compliance with Section 16 (a)
                  Of the Exchange Act                                12

         Item 10. Executive Compensation                             17

         Item 11. Security Ownership of Certain Beneficial
                  Owners and Management                              17

         Item 12. Certain Relationships and
                  Related Transactions                               18

Part IV

         Item 13. Exhibits and Reports on Form 8-K                   18

         Signatures                                                  21
         Page F-1 follows Page 11


<PAGE>



Item 1.  Description of Business

     Purchase Point Media  Corporation  ("PPMC" or the "Company"),  with offices
located at Suite 1100, 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 device 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.

     From 1993 to 1997, PPMC worked on development of the last word(R),  seeking
patent  protection  in  additional  countries  and setting the stage to launch a
global point of purchase  advertisement  service  company.  On the 25th of April
1997 PPMC  contracted  with  Roger  Jung,  who was doing  business  as Last Word
Management  ("LWM"),  to be in charge of ad sales  for PPMC.  Subsequently,  the
contract was amended to make LWM the primary contractor  handling operations for
PPMC.  LWM's  operating  responsibilities  include  as sales,  renting  space on
shopping  carts,  purchasing the last word(R),  installing the last word(R),  ad
changes and maintenance.  All references  herein to PPMC's  operations should be
interpreted  as operations  handled by PPMC through LWM. Under the contract with
LWM, LWM receives 50% of the gross revenue collected from advertising,  to cover
the cost of the last word(R), operating cost and their profit.

     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 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").

     News Corp. acquired Actmedia Inc. of Darien,  Connecticut,  which was owned
by Heritage  Media Corp.  and then changed the name to News  America  Marketing.
News America  Marketing  named the grocery cart  division,  "Smart Source Carts"
(sometimes  referred to herein as Actmedia).  News America  Marketing is a large
company,  which competes in several categories of point of purchase  supermarket
advertising,  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.

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

     In addition to Actmedia (News America) 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 at $1,000 per month,  on a  month-to-month  basis at 2832 Bellevue,
West Vancouver,  British Columbia,  Canada.  PPMC does not pay for shared office
space with  Culver at 141 5th Avenue,  New York,  NY (This will change when PPMC
becomes operational).

                                        4

<PAGE>

Item 3.  Legal Proceedings

     Bolton V. Purchase  Point Media Corp. et al (San Diego  Superior Court case
number  728268).  This is a lawsuit  filed by an  individual  who  alleges  that
pursuant to an  agreement  with  Purchase  Point  Media Corp.  he is owed 50,000
shares of its stock.  Said allegation is denied by PPMC and the lawsuit is being
vigorously defended.  Although Purchase Point Media Corporation fully expects to
prevail  in this  matter,  a  judgement  in Mr.  Bolton's  favor  would  have an
insignificant  financial  effect on PPMC. On July 17, 2000 Bolton dismissed this
action.

     PPMC is not a party  to any  other  litigation  (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
                                                               -----
Fiscal Year 1999
----------------                                       High                 Low
                                                       ----                 ---
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



                                        5

<PAGE>


     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.

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
acquirers, 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

     PPMC's  plan to  handle  certain  operations  of PPMC  has  been  and is to
contract with  companies  that have the  infrastructure  in place to perform the
required  functions  or ones  that can  contract  with  companies  that have the
infrastructure  in place to carry out  operations for PPMC. To this end PPMC has
contracted with "Last Word Management Inc. (LWM) and International  Trade Group,
LLC (ITG) to handle various  stages of operations  for PPMC.  Subsequent to this
the contract  with ITG was  terminated  and the contract with LWM was amended to
include ITG's intended  responsibilities.  The responsibilities of LWM's amended
contract with PPMC are to rent space on shopping carts from grocery stores, sell
the  advertising  space in the  last  word(R),  change  the ad  inserts  and the
maintenance of the last word(R).

                                        6

<PAGE>

     In order to become an operating company, PPMC will have to be successful in
securing financing of seven and a half million dollars  ($7,500,000).  There are
two reasons for this, one is that in order to attract national  advertisers PPMC
will have to have under contract grocery stores that have combined sales of five
billion dollars or more. The other reason is that chain stores require that PPMC
have  sufficient   capital  to  sustain  an  ongoing   operation  thus  assuring
performance.  As of this time PPMC has not secured this  financing nor can it be
assured  that PPMC will.  Even though PPMC has  limited  capital and  resources,
management  believes that because of the merits of the last word(R) they will be
able to secure the required financing. Currently PPMC is pursuing two avenues of
financing,  one is by  pre-selling ad space in the last word(R) and the other is
private  equity  capital.  Discussed  below  are some of the  reasons  that lead
management to believe they will be successful.

    Over the last decade grocery cart  advertising has been losing its appeal as
a method  of  reaching  shoppers  at the  point of  purchase.  The  reason;  the
companies  that offer  advertising on shopping carts only offer the advertiser a
8.3% coverage on the carts,  which cannot compete with other in-store media that
offer 100%  coverage.  At a lower cost,  PPMC is able to offer 100%  coverage on
shopping carts.  The last word(R) is a friendly type of advertising that reaches
all the shoppers  when they are trying to remember or deciding what to buy, that
is when they are open to the power of suggestion.

     Two types of brands that  benefit  most from the last  word(R)  are; A) The
mature brand with well  developed  image and reduced media budget and low A to S
ratio  (advertising  to  sales)  and B) The  old and new  brand  early  in a new
positioning  campaign  where top of  mind/unaided  awareness has not yet reached
targeted levels.  In either case, the last word(R) is just the right push at the
right instant to convert new image or old brand equity into additional dollars.

     PPMC has prepared  detailed sales tools for approaching the chain stores to
persuade  them to rent  space on  their  shopping  carts to PPMC.  PPMC has also
completed putting together media kits to promote to the advertisers to purchase,
or commit in advance  for,  four of the 10 ad spaces in the last  word(R)  for a
period of one year. To make it more  attractive to advertisers to do so, PPMC is
offering the spaces at a  substantial  discount  (50% off PPMC's  posted rate of
$2.25 cpm). The sales effort is being conducted by the president of the Company,
and on other  salesperson.  Sales  costs have been kept to a minimum by offering
sales  commissions  to the  salesperson  on a  successful  contract  and keeping
traveling costs to a minimum.  Should PPMC be successful in this approach,  that
is,  pre-selling  of ads. PPMC will have more than  sufficient  capital to start
operations.  As of July 25,  2000 no spots  were  sold and  there  cannot be any
assurance that PPMC will be successful in doing so.

     The following  "Comparable  Rate  Analysis" is submitted as support for the
above  statement.  "At a lower  cost,  PPMC is able to offer  100%  coverage  on
shopping carts". Smart Source(R) Carts is PPMC's primary competitor,  therefore,
they were used for the purpose of an example.

Comparable Rate Analysis of Smart Source(R) & the last word(R)

     News America  Marketing-In-Store,  Smart  Source(R)  Cart Rates.  Per store
space  rates (cost per store  including  per store  production  cost) for 1/12th
(8.3%) of  advertisers'  ads on carts facing the shopper and 1/12th  facing away
from the shopper.

                                        7

<PAGE>

     Assuming  that each store has 200 carts,  they will have 17 carts that have
an  advertisers'  ad facing the shopper and 17 that will be facing away from the
shopper.

     Smart Source(R) Cart Rates
Tier I      National                                                 $47.83
Tier II     Full market sales with 50% or more of store base         $62.83
Tier III    Full market sales with less than 50% of store base       $66.83
Tier IV     Chain Specific or less than full market                  $70.83

     Last Word Management, the last word(R) Cart Rates

     The last  word(R)  is on 100% of the  carts.  The Cart Rate  start at $2.25
(including  production  costs) per 1,000 checkouts (CPM) and increases to $3.25.
For the purpose of  comparison  the CPM rate has been  converted  to a per store
rate using 60,000 checkouts as the average checkouts per month. The 8.3% percent
column is the last word(R) rate (ad on all the carts)  converted to a rate as if
the last word(R) were on 8.3% of the carts (as in Smart Source).

     The last word(R), Cart Rates

                                                             100%       8.3%
                                                             ----       ----
    Tier I    National                                     $135.00    $11.20
    Tier II   50% to 100% of National base                 $165.00    $13.70
    Tier III  Less than 50% of National base               $180.00    $14.94
    Tier IV   Chain Specific or less than full market      $195.00    $16.98

     Smart Source(R) Cart Rates (SS), adjusted upwards as if all ads were on all
the carts facing the shoppers as in the last word(R) (TLW):

                                    SS 100%                            TLW 100%
                                    -------                            --------
    Tier I                          $573.96                            $135.00
    Tier II                         $753.96                            $165.00
    Tier III                        $801.96                            $180.00
    Tier IV                         $849.96                            $195.00
    Source: News America & ActMedia, media information.

     Average cost per 1,000  projections  for TV media 1995-96.  30 second TV ad
spot $12.00 with a high-end cost of over $20.00 for a prime time  30-second spot
on ABC/CBS/NBC affiliates. Source: www.amic.com.

     Upon starting operations and to maintain a successful advertisement service
program,  seven  areas of the  business  and  infrastructure  will have to be in
place,  they are; (1)  manufacturing  "the last word(R)",  (2) stores willing to
rent  space to PPMC,  (3)  advertisers  willing  to  purchase  space in the last
word(R),  (4)  installers  to install  the last  word(R),  (5)  printer to print
advertisement  inserts,  (6) maintenance and changing  inserts and (7) competent
administrators.

                                        8

<PAGE>


     Tooling  and  Manufacturing  will be handled by Jack  Burnett  through  his
company,  Tynex  Consulting  Ltd. Mr. Burnett has over 32 years of experience in
all facets of injection molding and extrusion  processes.  His  responsibilities
will  include,  but not be limited to R&D,  tooling and  subcontracting  out the
manufacturing  (by injection  molding and extrusion  processes) on a competitive
bid basis.  As of July 25,  2000 PPMC has had one test  injection  mold made and
manufactured three thousand copies of the last word(R). The final tools for mass
production  will be two double sided  molds,  one for the front face of the last
word(R)  and one for the back face (the back face is  attached  to the baby seat
section  of a  shopping  cart and the front  face snaps onto and off of the back
face for ease of changing the  advertisement  inserts.  The last word(R) will be
warehoused at a distribution  center where the first ad inserts will be inserted
into the last word(R) prior to being sent to the installers.  Again,  due to the
high cost of mold  manufacturing,  actual  preparation to  manufacture  the last
word(R) will be dependent on acquiring satisfactory financing.

     Marketing  will be handled by Chris  Culver of Culver  and  Associates,  an
advertising  and marketing  company.  They had  Actmedia's  (PPMC's  competitor)
account  when  Actmedia  was  bought out by News  Corp.  Culver and  Associates'
responsibilities  will  include  putting  together  media kits (for ad agencies,
packaged foods industry and grocery stores) and advertising PPMC's advantages in
the trade  journals  that reach the  packaged  foods  industry,  ad agencies and
grocery  retailers.  Culver &  Associates  was  active  at the  outset of PPMC's
program, but PPMC quickly realized it was premature to commence on that phase of
the program due to costs.  This  Company will be brought on line  actively  upon
successfully securing financing.

     Advertising  sales and chain store  operations will be handled by Last Word
Management.  John Hall,  Dal  Brickenden  and Clete  Thill have over 50 years of
experience  in selling and managing  advertising  and retail  operations.  LWM's
responsibilities  will  include  selling the ads that go into the last  word(R),
installation  and  maintenance  of the last  word(R) and the  changing of the ad
inserts.  Sales costs have been  minimized to actual  travel  expenses and sales
commissions are only payable on the receipt of a deposit from  successful  sales
contract.

     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.  In June of 2000 EV Arnold  notified  PPMC that for
personal  reasons  she  would not be able to carry  out this  function.  Until a
replacement  is found  these  duties  will be handled by Roger  Jung.  Mr.  Jung
obtained his Master in Business Administration and has been actively involved in
the business world for over thirty years.

     PPMC's  primary  administrative  function  will  be to  monitor,  evaluate,
supervise and direct the subcontractors.  The last word(R) will be warehoused at
a distribution  center where the first ad inserts will be inserted into the last
word(R) prior to being sent to the installers.

                                        9

<PAGE>

     On September  15, 1998,  PPMC entered into an agreement  with ITG,  LLC, an
Oregon Limited liability company.  The essence of the agreement was that ITG, on
behalf of PPMC, would rent space on shopping carts from grocery stores,  install
and  maintain  the last  word(R)  and change the ad inserts.  Subsequently,  ITG
notified PPMC that they were changing  their method of operations  and that they
had concerns about being able to fulfill their end of the agreement. A condition
in the  agreement  for it to  become  effective,  was  for  PPMC to make a first
payment to ITG, PPMC notified ITG that PPMC was not going to make the said first
payment to ITG. The President of ITG was most co-operative and mentioned another
party that he believed could handle their end of the agreement.  Representatives
of Last Word  Management met with this party,  but no agreement was reached.  In
March 2000,  PPMC amended the  contract  with Last Word  Management  wherein the
responsibilities  that  ITG  had  undertaken,  were  taken  over  by  Last  Word
Management.

     General and  administrative  expenses  increased from $110,389 for the year
ended June 30, 1998 to $416,772  for the year ended June 30,  1999.  The Company
attributes  the  increase   primarily  to  increases  in  consulting   expenses,
professional fees, and sales related expenses including advertising and travel.

     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.

     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.

                                       10

<PAGE>

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


                                       11


<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 (except as to Note 8 which is
                  as of March 13, 2000)
















                                       F-2


<PAGE>


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

                                     ASSETS

                                                        June 30,
                                              -----------------------------
                                                  1999              1998
                                              -----------       -----------
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
                                              ===========       ===========


                       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
                                                                                                                          June 30,
                                                                          For the Years Ended 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 FORMATION) 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)
                                                                            For the Years Ended June 30,                  through
                                                                            ----------------------------                  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)
                                                                            For the Years Ended June 30,                  through
                                                                            ----------------------------                  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.

         In March 1998,  the AICPA  issued  Statement  of  Position  (SOP) 98-1,
         "Accounting  for the Costs of Computer  Software  Developed or Obtained
         for Internal Use". The SOP provides guidance with respect to accounting
         for the various types of costs incurred for computer software developed
         or  obtained  for PPMC's use.  The  Company  adopted the SOP during its
         current  fiscal  year  and did not  have a  significant  effect  on its
         results of operation or financial position.

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

                                       F-9


<PAGE>



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

         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.

         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.

                                      F-10


<PAGE>



 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.

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.

                                      F-11


<PAGE>



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.  All
         such advances  have been made on a demand loan basis.  The Company does
         not have a formal agreement with Amtel.

         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:

                                                           Weighted-
                                                            Average
                                                           Exercise
                                                Shares      Price
                                                ------     --------

         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

         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,  LLC ("ITG"),  an Oregon limited  liability
         company.  The essence of the  agreement  was that ITG, on behalf of the
         Company,  would  rent space on  shopping  carts  from  grocery  stores,
         install  and  maintain  the Last  Word(R)  and change  the ad  inserts.
         Subsequently,  ITG notified the Company that they were  changing  their
         method of  operations  and they had concern about being able to fulfill
         their end of the  agreement.  A condition  in the  agreement  for it to
         become  effective,  was for the Company to make a first payment to ITG.
         On March 7, 2000 the Company notified ITG that it was not going to make
         said payment to ITG and the contract  would be null and void. All other
         financial terms of the contract would also be terminated.

         b.) On April  29,  1997 the  Company  contracted  with  Roger  Jung,  a
         shareholder  of the  Company,  who was  doing  business  as  Last  Word
         Management  ("LWM"),  to be in charge of ad sales for the  Company.  In
         March 2000, the contract was amended to make LWM the primary contractor
         handling  operations  of  the  Company  after  the  termination  of the
         contract with ITG. LWM's operating responsibilities including ad sales,
         renting  space on  shopping  carts,  purchasing  the Last  Word(R),  ad
         changes and maintenance.  Under the terms of the contract with LWM, LWM
         receives 50% of the gross revenue collected from advertisers,  to cover
         the cost of the Last Word(R), operating costs and their profit.

         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 at $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.  The  Company  will  recognize  compensation
         expense for the difference between the exercise price of the option and
         the fair market value of the shares on the date of grant.




                                      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.

         Leases

         The Company leases office space on a  month-to-month  basis in New York
         and British Columbia, Canada. Rent expense for the years ended June 30,
         1999,  1998 and 1997 and the period June 28,  1996 (Date of  Formation)
         through  June  30,  1999  was   $14,981,   $-0-,  $  -0-  and  $14,981,
         respectively.





                                      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                    61            President and Director
John W. Hemmer*                     72            Director
Jay Walker                          77            Director
Ethel V. Arnold**                   53            Controller
     *Due to health  reasons on June 30,  2000 Mr.  Jack  Hemmer  resigned  as a
      director.
     **Due to personal reasons in June, 2000 Mrs. Arnold resigned the
       position of 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 worked full time for PPMC since its  inception.  His duties
include: raising funds to maintain operations, spearheading patent work, setting
the plan of operations,  bringing together people resources for the launching of
operation,  negotiating  contracts with out-source  companies and assisting Last
Word Management, PPMC's primary contractor.

     Since 1989 to the  present  Mr.  Folsom  has served as a Director  of Amtel
Communications Inc. which he was the President of until 1999. Amtel is a private
company that  initially  financed the last  word(R),  an  advertisement  display
device that Mr. Folsom invented. In June of 1994 Mr. Folsom formed and served as
President and Director of Purchase Point Media Corp. a Nevada  Corporation  that
merged with PPMC Company.  In 1983 he amalgamated  several companies that become
Aricana  Resources.  He served as President and Director of Aricana from 1983 to
1988 while directing Aricana's  activities in medical research,  development and
marketing  of  medicinal  products.  While with  Aricana he started a publishing
company  for  medicinal  products  and  founded  The  American  Health  Research
Association,  a  not-for-profit  corporation.  From  1980 to 1982 he  served  as
President and Director of Alanda Energy Corp., an oil and gas company. From 1963
to 1980 he served as a  Director  and Senior  Officer  of a number of  companies
including   Computer  Parking  Systems,   Resource  Funding  and  an  electrical
contracting  company.  After serving in the US Navy (1956 to 1960) he was a real
estate salesman in southern California.

                                       12


<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.

Roger Jung, Corporate Secretary

     Since 1994 Mr. Jung has assisted Mr. Folsom in the development of PPMC, for
the past two  years he has spent an  average  of 20 hours a week on PPMC or PPMC
related  activities.  Mr. Jung's company Last Word Management is responsible for
PPMC's operations.










                                      13

<PAGE>

     Since 1990, Mr. Jung has served on the Board of Amtel Communications and as
its President  since mid 1999.  Amtel financed the development of this companies
patented advertisement display device. From 1989 to present he has been actively
involved in real estate sales and management in British  Columbia.  From 1982 to
present, President of MBA Management Corp. MBA provides financial and management
consulting  services to small  businesses.  From 1980 to present,  Chairman  and
Director of Fireplace  Inns Hotels in  Whistler,  BC. In 1982 he started a Laser
instrument  manufacturing  company in Oregon that he sold to a public company in
1988.  From 1978 to 1982 served as President  and General  Manager of Bow Valley
Industries  subsidiary  company,  Mainland-Elworthy,  and Industrial  electrical
manufacturing  company  with five  divisions.  From  1956 to 1978 he worked  for
Westinghouse  Canada  Ltd.  Positions  there  included  Manager of  Engineering,
Manager of Operations  and Supervisor of  Engineering.  In addition to receiving
his  MBA  at  Simon  Fraser  University,  he  has  taken  numerous  professional
development  courses such as Xerox sales courses,  Harvard  Management Games, 3D
Management  theory,  Sensitivity  training,  Kepner Tregoe Decision analysis and
others.

Ethel V. Arnold CPA, Comptroller

     Since 1988 Mrs.  Arnold has maintained her private  accounting  practice in
Tax, Accounting and financial planning.  From 1995 to 1999, half of her time was
devoted to Valve Automation and Control as CFO and head of administration.  From
1980 to 1988 she was Vice  President  and  Controller,  Travelodge  Int.  Duties
included  responsibility  for tax  compliance,  payroll,  accounts  payable  and
receivable and general ledger.  Her last year there included  responsibility for
cash  management.  From 1964 to 1980 she held tax and accounting  positions with
AeroJet General, Arthur Young and Company and the County of San Diego. 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--Operations").

                                       14


<PAGE>


Roger Jung, Chairman and Director

     Since 1990, Mr. Jung has served on the Board of Amtel Communications and as
its President  since mid 1999.  Amtel financed the development of this companies
patented advertisement display device. From 1989 to present he has been actively
involved in real estate sales and management in British  Columbia.  From 1982 to
present, President of MBA Management Corp. MBA provides financial and management
consulting  services to small  businesses.  From 1980 to present,  Chairman  and
Director of Fireplace  Inns Hotels in  Whistler,  BC. In 1982 he started a Laser
instrument  manufacturing  company in Oregon that he sold to a public company in
1988.  From 1978 to 1982 served as President  and General  Manager of Bow Valley
Industries  subsidiary  company,  Mainland-Elworthy,  and Industrial  electrical
manufacturing  company  with five  divisions.  From  1956 to 1978 he worked  for
Westinghouse  Canada  Ltd.  Positions  there  included  Manager of  Engineering,
Manager of Operations  and Supervisor of  Engineering.  In addition to receiving
his  MBA  at  Simon  Fraser  University,  he  has  taken  numerous  professional
development  courses such as Xerox sales courses,  Harvard  Management Games, 3D
Management  theory,  Sensitivity  training,  Kepner Tregoe Decision analysis and
others.

John Hall, Director and President

     When PPMC starts operations, Mr. Hall's duties will be to sell space in the
last word(R) and bring in additional sales people. He has not worked for PPMC.

     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.

Dal Brickenden, Vice-President, Sales

     Since 1993 Dal  Brickenden  has  assisted  in the  development  of the last
word(R)  and has been  doing  part time  work for LWM since mid 1999.  When PPMC
starts  operations,  his duties  will be to sell space in the last  word(R)  and
recruit, train and supervise additional sales people.

                                       15

<PAGE>


     Mr.  Brickenden  has devoted  twenty-five  years to a successful  career in
marketing, advertising, new product development and advertising,  communications
and qualitative  research through his private company Artemis Holdings  Limited.
From 1970 to 1985 he held a number of key positions such as, New Product Manager
at Canada Starch Best Foods in Montreal,  Quebec, and 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.  After moving to Vancouver,  BC with a
partner, they build one of Vancouver's top ad agencies.

Clete J. Thill, Vice-President, Store Sales

     Mr. Thill started  working for Last Word  Management  in January 2000.  His
duties are to rent space on grocery  carts from chain  stores.  Currently  he is
spending 50% of his time on LWM's business, this is expected to increase to 100%
by April, 2000.

     From 1987 to present Mr.  Thill has been  actively  involved in real estate
and financial services as a self employed  businessman in Denver,  Colorado.  He
holds a Real Estate Brokers,  Stock Broker and Insurance  License.  From 1979 to
1987 he was employed at King Soopers,  a Denver Colorado  supermarket  chain. At
King Soopers (10,500 employees) he was Director of Personal and Labor Relations.
He held the same position at Fairway Foods,  Inc. in Northfield,  Minnesota from
1975 to 1979. From 1971 to 1975 he was Executive Vice President, Northfield Area
Chamber of Commerce, Northfield,  Minnesota. His duties their included, managing
the Chamber of Commerce's  Northfield  Industrial  Corporation  and the Citizens
Advisory  Council.  Mr. Thill received his BS Degree from  Augustana  Collage in
Sioux Falls, South Dakota.




                                       16


<PAGE>



Item 10.  Executive Compensation

     The  following  table sets forth  information  for the years ended June 30,
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 June 30, 1999 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.

                                                                 Common Stock
Name and Address                    Percentage of ownership   Beneficially Owned
----------------                    -----------------------   ------------------

John W. Hemmer                                     0.87%            100,000
Jay Walker                                         0.44%             50,000
Ethel W. Arnold                                    1.75%            200,000
Albert P. Folsom                                  29.28%          3,337,500(1,2)
Amtel Communications Inc.                         29.28%          3,337,500(3)
All officers and directors as a group (4 persons) 32.34%          3,687,500(2,4)

(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.

(2) Does not include  3,337,500 shares owned by Amtel. Mr. Folsom is an  officer
    of Amtel.
                                       17

<PAGE>


(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,  a Grand  Cayman  Islands
      trust formed in 1986.

(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
and $440,592 at June 30, 1999 and 1998, respectively.  Interest expense on these
advances  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.  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
                                                                        ----

     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



                                       18

<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

     2. 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.

<TABLE>
<CAPTION>


     Exhibit Number                                Title
     --------------                                -----
<S>                               <C>
         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 dated February 11, 1999

         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 dated   February 11, 1999.

         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 dated February 11, 1999.

         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 dated February 11, 1999.


</TABLE>


                                       19


<PAGE>

<TABLE>
<CAPTION>


     Exhibit Number                                Title
     --------------                                -----
<S>                               <C>


        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 dated February 11, 1999.


        27.                       Financial Data Schedule


</TABLE>




                                       20


<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:  August 30, 2000

                                  PURCHASE POINT MEDIA CORPORATION

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










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