SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2000

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR  15  (d)  OF  THE  SECURITIES
       EXCHANGE ACT OF 1934

       FOR THE TRANSITION PERIOD FROM ___________ TO ___________

                        COMMISSION FILE NUMBER 000-25385

                        PURCHASE POINT MEDIA CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         MINNESOTA                                              41-1853993
-------------------------------                              -------------------
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                   141 FIFTH AVENUE, NEW YORK, NEW YORK 10010
                                 (212) 539-6104
             ------------------------------------------------------
             (Address and telephone number, including area code, of
                    registrant's principal executive office)

     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
September  15, 2000 was  approximately  $423,790  (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.  Description of Business .....................................1

         Item 2.  Description of Property .....................................4

         Item 3.  Legal Proceedings ...........................................5

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

Part II

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

         Item 6.  Management's Discussion and Analysis
                  or Plan of Operations .......................................7

         Item 7.  Financial Statements .......................................12

         Item 8.  Changes in and Disagreements with
                  Accountants on Accounting and
                  Financial Disclosure .......................................13

Part III

         Item 9.  Directors and Executive Officers;
                  Promoters and Control Persons;
                  Compliance with Section 16 (a)
                  of the Exchange Act ........................................13

         Item 10. Executive Compensation .....................................16

         Item 11. Security Ownership of Certain Beneficial
                  Owners and Management ......................................16

         Item 12. Certain Relationships and
                  Related Transactions .......................................17

Part IV

         Item 13. Exhibits and Reports on Form 8-K ...........................17

         Signatures ..........................................................20
         Page F-1 follows Page 12


<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  ad 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  "Management's   Discussion  and  Analysis  or  Plan  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  holder  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 fourth quarter of the year ending June 30, 2000.

Part II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's  Common Stock trades on the OTC Pink Sheets Bulletin Board of
the National  Association of Securities Dealers,  Inc. ("NASD") under the symbol
"PPMC." As of June 30, 2000, the Company had approximately 110 holders of record
of its Common Stock. These quotations  represent prices between dealers,  do not
include  retail  mark ups,  mark  downs or  commissions  and do not  necessarily
represent actual transactions.

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

                                                         Price
                                                         -----
                                                High                 Low
                                                ----                 ---

Fiscal Year 2000
----------------

First Quarter Ended September 30                 2.80              1.60
Second Quarter Ended December 31                  .80               .60
Third Quarter Ended March 31                      .35               .10
Fourth Quarter Ended June 30                      .50               .15

Fiscal Year 1999
----------------

First Quarter Ended September 30                 5.75              1.50
Second Quarter Ended December 31                 5.00              1.00
Third Quarter Ended March 31                     3.56              1.25
Fourth Quarter Ended June 30                     0.60              0.50

                                        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 of
1933, as amended (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. 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.

      On  September 1, 1999 the Company  entered into an agreement  with Vintage
International  Corp  ("Vintage").  Vintage  subscribed  for  500  units  of  the
Company's  Common Stock,  each unit  consisting of one thousand shares of Common
Stock  at $.50  per  share  (the  fair  value  at the  date of the  subscription
agreement) and (1,000) one thousand Common Stock purchase warrants. The warrants
are  exercisable  at $.50 per share and expire August 31, 2004.  Vintage has 180
days  from  September  1, 1999 to  provide  the  Company  with  proceeds  of the
subscription  funds.  On March 1, 2000 the  Company  extended  the period for an
additional  180 days.  From  September 1, 1999 through June 30, 2000 the Company
received  $168,038 and issued  Vintage  336,076  shares of the Company's  Common
Stock. The Company relied upon the exemption contained in Rule 506 of Regulation
D under the  Securities  Act in issuing the  foregoing  securities to Vintage in
that there was only one purchaser, which was an accredited investor.

                                        6

<PAGE>

      On February 1, 2000 the Company  entered into an agreement  with  Quadrant
Financial Inc. ("Quadrant").  Quadrant subscribed for 500 units of the Company's
Common  Stock,  each unit  consisting  of (1,000) one thousand  shares of Common
Stock  at $1.00  per  share  (the  fair  value  at the date of the  subscription
agreement) and (1,000) one thousand common stock purchase warrants. The warrants
are exercisable at $1.00 per share and expire January 31, 2005. Quadrant has 180
days from  February  1, 2000 to provide  the  Company  with the  proceeds of the
subscription  funds.  On August 1, 2000 the Company  extended  the period for an
additional  180 days.  From  February 1, 2000  through June 30, 2000 the Company
received  $117,665 and issued  Quadrant  117,665 shares of the Company's  Common
Stock. The Company relied upon the exemption contained in Rule 506 of Regulation
D under the  Securities  Act in issuing the foregoing  securities to Quadrant in
that there was only one purchaser, which was an accredited investor.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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 in its
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 maintain of the last word(R).

     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 is that 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.

                                        7

<PAGE>

     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 new brand or an old 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 induce  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  another  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
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 the example.

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

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

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

     Smart Source(R) Cart Rates

Tier I      National                                               $47.83
Tier II     Full market sales with 50% or more of store base       $62.83
Tier III    Full market sales with less than 50% of store base     $66.83
Tier IV    Chain Specific or less than full market                 $70.83

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

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

                                        8

<PAGE>

     The last word(R), Cart Rates

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

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

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

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

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

     Tooling  and  Manufacturing  will be handled by Jack  Burnett  through  his
company,  Tynex  Consulting  Ltd. Mr. Burnett has over 32 years of experience in
all facets of injection molding and extrusion  processes.  His  responsibilities
will include,  but not be limited to, R&D,  tooling and  subcontracting  out the
manufacturing  (by injection  molding and extrusion  processes) on a competitive
bid basis.  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.

                                        9

<PAGE>


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

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

     Printing  will be  handled  by  established  printing  companies  based  on
competitive biding.

     Administration  was to 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.

     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  expense  decreased  from $416,772 for the year
ended June 30, 1999 to $341,523  for the year ended June 30,  2000.  The Company
attributes  this  decrease  primarily  to a decrease in sales  related  expenses
offset,  in part,  by increases in consulting  fees,  rent expense and telephone
expense.

                                       10

<PAGE>

     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.

     Interest expense increased from $39,879 for the year ended June 30, 1999 to
$138,856 for the year ended June 30, 2000.  The Company  attributes the increase
primarily to the increase in borrowings by the Company to meet overhead expenses
and the valuation of common stock  warrants in  connection  with the sale of the
Company's Common Stock.  Interest  expense was relatively  constant for the year
ended June 30, 1999 compared to the year ended June 30, 1998.

     Other Matters

     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.

                                       11


<PAGE>


ITEM 7.  FINANCIAL STATEMENTS

                                                                        Page
                                                                        ----

1.  Financial Documents:

Independent Auditors' Report ........................................F-1 - F-2

Balance Sheets, June 30, 2000 and 1999 ....................................F-3

Statements of Operations,  Years Ended
June 30, 2000,  1999 and 1998 and the
Period June 28, 1996 (Date of Formation)
Through June 30, 2000 .....................................................F-4

Statements of Stockholders' Equity
(Deficiency) for the Period June 28,
1996 (Date of Formation) through
June 30, 2000 .......................................................F-5 - F-6

Statements of Cash Flows,  Years
Ended June 30, 2000,  1999 and 1998
and the Period June 28, 1996
(Date of Formation) through
June 30, 2000 .......................................................F-7 - F-8

Notes to Financial Statements .......................................F-9 - F-15



                                       12

<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, 2000
and 1999, and the related statements of operations, stockholders' deficiency and
cash flows for each of the three  years  ended June 30,  2000 and for the period
June 28,  1996  (Date of  Formation)  through  June 30,  2000.  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, 2000 and 1999,  and the results of their  operations and
their cash flows for each of the years ended June 30, 2000,  1999,  and 1998 and
for the period June 28,  1996 (Date of  Formation)  through  June 30,  2000,  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 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

                                       F-1


<PAGE>


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

August 30, 2000















                                       F-2


<PAGE>


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

                                     ASSETS

                                                                June 30,
                                                            --------------
                                                          2000          1999
                                                        --------      --------
Current Assets:
  Cash                                                 $      436     $       97
                                                       ----------     ----------

Equipment-net of accumulated depreciation
  of $1,550 and $312                                        7,694          2,810
                                                       ----------     ----------

Other Assets:
  Patents and trademarks-net of accumulated
   amortization of $6,864 and $4,984                       25,279         27,159
  Prepaid expenses                                         13,870         18,487
                                                       ----------     ----------
     Total other assets                                    39,149         45,646
                                                       ----------     ----------

     TOTAL ASSETS                                      $   47,279     $   48,553
                                                       ==========     ==========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
  Note payable/shareholder                            $   46,903     $   46,903
  Accounts payable and
   accrued expenses                                      209,775        163,014
  Due to officer/shareholder                             128,142         86,130
  Note payable to related party                          532,412        508,407
                                                      ----------     ----------

     Total Current Liabilities                           917,232        804,454
                                                      ----------     ----------

Stockholders' Deficiency:
  Preferred stock; no par value -
   authorized 50,000,000 shares;
   outstanding 2,000 shares, at
   redemption value                                          170            170
  Common stock, no par value -
   authorized 100,000,000 shares;
   outstanding 11,863,312 and
   11,409,518 shares                                     546,200        260,497
  Additional paid-in capital                             106,842         23,104
  Deficit accumulated during
   development stage                                  (1,523,165)    (1,039,672)
                                                      ----------     ----------

     Total Stockholders' Deficiency                     (869,953)      (755,901)
                                                      ----------     ----------

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY                              $  47,279      $   48,553
                                                      =========      ==========

                        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)
                                                      For the Years Ended June 30,                      through
                                                     ------------------------------                     June 30,
                                               2000               1999                 1998               2000
                                              ------             ------               ------             ------
<S>                                         <C>                 <C>                 <C>                <C>

Costs and Expenses:
  General and administrative
   expenses                                $  341,523          $  416,772          $  110,389          $1,281,019
  Interest expense                            138,852              39,879              29,226             233,732
  Depreciation and amortization                 3,118               2,192               3,104               8,414
                                           ----------           ---------          ----------          ----------

Net loss                                   $  483,493          $  458,843          $  142,719          $1,523,165
                                           ==========          ==========          ==========          ==========

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

Weighted average number of
 common shares and equivalents
 outstanding - basic and diluted           11,592,227          11,400,563          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, 2000

<TABLE>
<CAPTION>


                                                                              Common Stock
                                                                           -------------------  Additional
                                                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 $.009 per
 share)                                             --            --      1,175,000       10,000      --         --          10,000
Four-for-one stock split                            --            --      3,525,000         --        --         --            --
Issuance of preferred
 stock for consulting
 services (valued at $.09 per
 share)                                            1,000           85        --             --        --         --              85
Issuance of preferred
 stock 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, 2000 (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)
                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY
   PERIOD JUNE 28, 1996 (DATE OF FORMATION) THROUGH JUNE 30, 2000 (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>


Issuance of warrants
 for loan financing
 (issued at $ .08
 per share)                                                                                     83,738                        83,738

Sale of common stock
 (at $1.00 per share)                                             117,665      117,665                                      117,665

Sale of common stock
 (at $.50 per share)                                              336,076      168,038                                      168,038

Net loss, year ended
 June 30, 2000                            --          --             --           --             --            (483,493)   (483,493)
                                         ----       -----      ----------     --------       ---------      -----------   ---------

Balance, June 30,
 2000                                    2000       $ 170      11,863,312     $546,200       $ 106,842      $(1,523,165)  $(869,953)
                                         ====        ====      ==========     ========       =========      -==========   =========

</TABLE>



                       See notes to financial statements.

                                       F-7

<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,
                                                     2000                1999                1998                2000
                                                   --------            --------            --------            --------
<S>                                               <C>                  <C>                <C>               <C>

Cash flows from operating
activities:
  Net (loss)                                      $(483,493)          $(458,843)          $(142,719)        $(1,523,165)
  Adjustments to reconcile
   net (loss) to net cash
   (used in) operating
   activities:
   Depreciation and
    amortization                                      3,118               2,192               3,104               8,414
   Forgiveness of debt
    from related party                                 --                  --               (25,000)            (25,000)
   Non - cash compensation                             --                11,305              13,695              25,000
   Non - cash interest expense                       88,355               4,617                --                92,972
Changes in operating assets
 and liabilities:
  (Increase) decrease in
   other assets                                        --                  (600)             10,000              (5,143)
Increase in accounts
   payable and accrued
   expenses                                          46,761              81,327              13,071             209,775
                                                -----------           ---------           ---------         -----------
  Net Cash (Used in)
   Operating Activities                            (345,259)           (360,002)           (127,849)         (1,216,977)
                                                -----------           ---------           ---------         -----------

Cash flows from investing
 activities:
  Purchase  of equipment                             (6,122)             (3,122)               --                (9,244)
                                                -----------           ---------           ---------         -----------

Cash flows from financing
 activities:
  Proceeds from related party                        93,089             308,377             126,499             823,558
  Proceeds from related party
   note payable                                        --                46,903                --                46,903
  Payments to related party                         (69,084)           (240,562)               --              (309,646)
  Proceeds from officer/
   stockholder                                      131,033              44,957               1,210             263,534
  Payments to officer/
   stockholder                                      (89,021)            (38,451)               --              (135,392)
  Proceeds from sale of
   common stock                                     285,703             241,997                --               537,700
                                                -----------           ---------           ---------         -----------
     Net Cash Provided by
      Financing Activities                          351,720             363,221             127,709           1,226,657
                                                -----------           ---------           ---------         -----------

</TABLE>


                                                                  F-8


<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,
                                               2000               1999               1998                   2000
                                             --------           --------           --------                -------
<S>                                          <C>                <C>                <C>                    <C>

Net increase (decrease)
 in cash                                          339                 97               (140)                   436

Cash - beginning of period                         97               --                  140                   --
                                             --------           --------           --------               --------

Cash - end of period                         $    436           $     97           $  --                  $    436
                                             ========           ========           ========               ========

Supplementary Information:
  Cash paid during the year
   for:
     Interest                                $  4,321           $    774           $    259               $  5,354
                                             ========           ========           ========               ========
     Income taxes                            $   --             $   --             $  --                  $   --
                                             ========           ========           ========               ========

Non-cash investing activities:
  Acquisition of business:

    Fair value of assets
     acquired                                                                                             $  8,500
                                                                                                          ========

  Forgiveness of related
   party loan                                                                      $ 25,000               $ 25,000
                                                                                   ========               ========

  Issuance of warrants in
   connection with sale of
   common stock                              $ 83,738           $ 23,104           $  --                  $ 77,674
                                             ========           ========           ========               ========


</TABLE>


                                       F-9


<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, 2000,  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 and that plans to sell the advertising space to national
         advertisers. The Company issued 6,675,000 shares 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 agreements on
         August 12, 1998, September 1, 1999 and February 1, 2000 for the private
         sale of its common stock and the Company raised $537,700. 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  and disclosure of contingent  assets
         and  liabilities  at the  date  of the  financial  statements  and  the
         reported amount of revenues and expenses  during the reporting  period.
         Actual results could differ from those estimates.

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

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

                                      F-10

<PAGE>

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

         Amortization expense was $1,880,  $1,880 and $3,104 for the years ended
         June 30, 2000, 1999 and 1998,  respectively,  and $6,864 for the period
         June 28, 1996 (Date of Formation) through June 30, 2000.

         Development Costs - Development costs are expensed as incurred.

         Stock-Based  Compensation - The Company has adopted the disclosure-only
         provision  of  Statement  of  Financial  Accounting  Standards  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.

         Earnings Per Common Share - Basic and diluted loss per common share are
         computed by dividing  the net loss by the  weighted  average  number of
         common shares outstanding during the year. Potential common shares used
         in  computing  diluted  loss per share  relate to stock  warrants.  The
         number of potential common shares  outstanding  were 1,034,571,  34,571
         and -0- for the years ended June 30, 2000, 1999 and 1998, respectively.
         For each of the years the  potential  common  shares  would be excluded
         from the diluted 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.

 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,
                                                              -----------
                                                         2000             1999
                                                       --------         --------
         Short-term debt:

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

Interest  expense on the note was  $5,628,  $1,421 and $-0- for the years  ended
June 30, 2000, 1999 and 1998,  respectively,  and $7,049 for the period June 28,
1996 (Date of Formation) through June 30, 2000. All interest has been accrued.

                                      F-11

<PAGE>

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

         At  June  30,  2000  the  Company  has a  net  operating  loss  ("NOL")
         carryforward  of  approximately   $1,523,000  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 the tax carryforward may be substantially
         limited or reduced on an annual basis.

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

         Note  payable  to  related   party   comprises   advances   from  Amtel
         Communications,  Inc. ("Amtel").  Amtel owns 28% of the common stock of
         the Company.  The Company owed Amtel  $532,412 and $508,407 at June 30,
         2000 and 1999, respectively.  Interest expense was $36,550, $32,195 and
         $24,455 for the years ended June 30, 2000, 1999 and 1998, respectively,
         and $107,975 for the period June 28, 1996 (Date of  Formation)  through
         June 30, 2000. All interest has been accrued.

         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 ended
         June 30, 2000,  1999 and 1998 and $360,000 for the period June 28, 1996
         (Date of Formation)  through June 30, 1999,  respectively.  The Company
         owed  Folsom   $104,322   and  $79,966  at  June  30,  2000  and  1999,
         respectively.  Interest  expense  was  $7,172,  $424 and $5,000 for the
         years ended June 30, 2000, 1999 and 1998, respectively, and $28,596 for
         the period June 28, 1996 (Date of Formation) through June 30, 2000. All
         interest has been accrued.

         The  Company  entered  into an  agreement  with  MBA  Management  Corp.
         (formerly  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 $23,819 and
         $6,164 at June 30, 2000 and 1999,  respectively.  Interest  expense was
         $1,443,  $65 and $-0- for the years ended June 30, 2000, 1999 and 1998,
         respectively,  and  $1,508  for the  period  June  28,  1996  (Date  of
         Formation) through June 30, 2000). All interest has been accrued.

                                      F-12

<PAGE>

6.       PREFERRED STOCK
         ---------------

         The authorized  number of preferred shares is 50,000,000 of which 2,000
         shares are  outstanding  as of June 30,  2000 and 1999.  The  preferred
         stock  was  issued on June 14,  1996,  convertible  into ten  shares of
         common stock. The conversion right expired on June 14, 1998.

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

         On September 1, 1999 the Company entered into an agreement with Vintage
         International  Corp.  ("Vintage").  Vintage subscribed for 500 units of
         the Company's common stock, each unit consisting of one thousand shares
         of common  stock at $.50 per share  (the fair  value at the date of the
         subscription  agreement) and (1,000) one thousand common stock purchase
         warrants.  The warrants are  exercisable  at any time at $.50 per share
         and expire August 31, 2004. Vintage has 180 days from September 1, 1999
         to provide the Company  with  proceeds of the  subscription  funds.  On
         March 1, 2000 the Company  extended  the period for an  additional  180
         days. From September 1, 1999 through June 30, 2000 the Company received
         $168,038 and issued  Vintage  336,076  shares of the  Company's  common
         stock.  The Company relied upon the exemption  contained in Rule 506 of
         Regulation  D  under  the  Securities  Act  in  issuing  the  foregoing
         securities to Vintage in that there was only one  purchaser,  which was
         an accredited investor.

         On February 1, 2000 the Company entered into an agreement with Quadrant
         Financial Inc.  ("Quadrant").  Quadrant subscribed for 500 units of the
         Company's  common stock,  each unit  consisting of (1,000) one thousand
         shares of common  stock at $1.00 per share  (the fair value at the date
         of the  subscription  agreement) and (1,000) one thousand  common stock
         purchase  warrants.  The warrants are  exercisable at any time at $1.00
         per share and  expire  January  31,  2005.  Quadrant  has 180 days from
         February  1, 2000 to  provide  the  Company  with the  proceeds  of the
         subscription  funds. On August 1, 2000 the Company  extended the period
         for an additional 180 days. From February 1, 2000 through June 30, 2000
         the Company received $117,665 and issued Quadrant 117,665 shares of the
         Company's common stock. The Company relied upon the exemption contained
         in Rule 506 of  Regulation  D under the  Securities  Act in issuing the
         foregoing  securities to Quadrant in that there was only one purchaser,
         which was an accredited investor.

         The Company has adopted the  disclosure-only  provision of Statement of
         Financial  Accounting  Standards No. 123,  "Accounting  for Stock-Based
         Compensation" (SFAS No. 123). The Company valued the warrants issued to
         non-employees  based on the fair  value at the grant  dates  consistent
         with the provisions of SFAS No. 123.

         For the  years  ended  June 30,  2000 and  1999  the  Company  incurred
         interest in the amount of $88,355 and $4,617, respectively, and $92,972
         for the period June 28, 1996 (Date of Formation) through June 30, 2000.
         The balance of $13,870 is included in prepaid expenses at June 30, 2000
         and will be expensed over the life of the note.

         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 2000  and  1999,
         respectively,  dividend  yield of -0- and -0-,  expected  volatility of
         226.2%  and  250.7%,  risk free  interest  rate of 10.0% and 5.0%,  and
         expected  lives of three  months to four years and two and  one-half (2
         1/2) years.

                                      F-13

<PAGE>


         Information regarding the Company's Warrants for June 30, 2000 and 1999
is as follows:

<TABLE>
<CAPTION>
                                                      June 30,
                                                      --------
                                             2000                  1999
                                             ----                  ----
                                                 Weighted-              Weighted
                                                  Average               Average
                                                 Exercise               Exercise
                                       Shares      Price       Shares    Price
                                       ------    --------      ------   --------
<S>                                     <C>        <C>        <C>        <C>
         Warrants outstanding
          beginning of year             34,571     $ 7.00         --     $  --
         Warrants exercised                 --         --         --        --
         Warrants granted            1,000,000        .75      34,571      7.00
                                     ---------     ------     -------    ------
         Warrants outstanding
          end of year                1,034,571     $  .96      34,571    $7.00
                                     =========     ======     =======    =====

         Warrant price range
          at end of year                    $0.50 - $7.00          $ 7.00
         Warrant price range
          for exercised shares                $  --                $  --
         Weighted-average fair
          value of warrants
          granted during the year             $ .58                $  .67
</TABLE>

         The following table  summarizes  information  about  fixed-price  stock
         warrants outstanding at June 30, 2000:

<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, 2000          Life            Price     June 30, 2000    Price
 -----        -------------          ----            -----     -------------    -----
<S>           <C>              <C>                   <C>         <C>            <C>

$ .50            500,000       4 years, 3 months     $0.50        500,000       $0.50
               =========                                         ========
$1.00            500,000       4 years, 2 months     $1.00        500,000       $1.00
               =========                                         ========
$7.00             34,571         6 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.   An
         officer/stockholder  of  the  Company  assumed  this  liability  of 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, 2000,  1999 and 1998
         in the amounts of $-0-, $11,305 and $13,695,  respectively, and $25,000
         for the period June 28, 1996 (Date of Formation) through June 30, 2000.

                                      F-14

<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 agreement states 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  obligations  under the
         agreement. A condition in the agreement for it to become effective, was
         for the  Company  to make a first  payment  to ITG.  Subsequently,  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 included 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  to  purchase  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  options  and the fair  market  value of the shares on the
         date of grant.

         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 a 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 British
         Columbia,  Canada and on a shared  basis in New York.  Rent expense for
         the years ended June 30, 2000, 1999 and 1998 was $12,000, $14,981 and $
         -0-,  respectively,  and  $26,981 for the period June 28, 1996 (Date of
         Formation) through June 30, 2000.

                                      F-15

<PAGE>


ITEM 8. CHANGES  IN   AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
        FINANCIAL DISCLOSURE

     Not applicable

                                    PART III

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

     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
Jay Walker                   77                           Director

     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. 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.

                                       13


<PAGE>


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.

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--Advertisement   Sales  and  Grocery  Store
Operations").

Roger Jung, Chairman and Directory LWM

     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.

     Since 1990, Mr. Jung has served on the Board of Amtel Communications and as
its President  since mid 1999.  Amtel financed the  development of the Company's
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,  he has been,  President of MBA Management Corp. MBA provides financial
and management consulting services to small businesses. From 1980 to present, he
has been 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 he served as  President  and General
Manager of Bow  Valley  Industries  subsidiary  company,  Mainland-Elworthy,  an
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, LWM

     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.

                                       14

<PAGE>


     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, LWM

     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.

     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 built one of Vancouver's top ad agencies.

Clete J. Thill, Vice-President, Store Sales, LWM

     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 100% of his time on LWM's business.

     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 Real Estate Broker, Stock Broker and Insurance Licenses. 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 there included, managing
the Chamber of Commerce's  Northfield  Industrial  Corporation  and the Citizens
Advisory  Council.  Mr. Thill received his BS Degree from  Augustana  College in
Sioux Falls, South Dakota.

                                       15

<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

     The  following  table sets forth  information  for the years ended June 30,
2000,  1999 and 1998  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, 2000, 1999 and 1998.

                           Summary Compensation Table

                                                                     Long-Term
                                       Annual Compensation          Compensation
                                       -------------------          ------------
Name and Principal Position              Year      Salary    Bonus      Other
---------------------------              ----      ------    -----      -----

Albert P. Folsom                         2000      $72,000     0          0
President and Chief Executive Officer    1999      $72,000     0          0
                                         1998      $72,000     0          0

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, 2000 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
----------------                   -----------------------    ------------------

Jay Walker                                0.42%                    50,000
Albert P. Folsom                         28.13%                 3,337,500(1,2)
Amtel Communications Inc.                28.13%                 3,337,500(3)
                                         ------
All officers and directors as a
  group (4 persons)                      28.55%                 3,387,500(2,4)
                                         ------                 --------------

*   less than 1%

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



                                       16

<PAGE>

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

(3)   The  address  of Amtel  is c/o  Martin  and  Associates,  #2100-1066  West
      Hastings  Street,  Vancouver,  British  Columbia,  Canada  V6E 3X2 and the
      principal  stockholder  of Amtel is Rurik Trust,  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 $532,412
and $508,407 at June 30, 2000 and 1999, respectively.  Interest expense on these
advances  was  $36,550,  $32,195 and $24,455 for the years ended June 30,  2000,
1999 and 1998, respectively,  and $107,975 for the period June 28, 1996 (Date of
Formation)  through June 30, 2000.  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 person's 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, 2000 and 1999 ...................................F-3

   Statements of Operations,  Years Ended
    June 30, 2000,  1999 and 1998 and the
    Period June 28, 1996 (Date of Formation)
    Through June 30, 2000 ...................................................F-4

   Statements of Stockholders'
    Deficiency for the Period June 28,
    1996 (Date of Formation) through
    June 30, 2000 .....................................................F-5 - F-6

   Statements of Cash Flows,  Years
    Ended June 30, 2000,  1999 and 1998
    and the Period June 28, 1996
    (Date of Formation) through
    June 30, 2000 .....................................................F-7 - F-8

   Notes to Financial Statements .....................................F-9 - F-15

                                       17

<PAGE>



     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, 2000.

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

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

         3 (a)            Certificate of Incorporation and Bylaws of Registrant.
                          Incorporated  by Reference 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.


                                       18


<PAGE>



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

         10 (e)           Agreement  dated  September  1, 1999  between  Vintage
                          International Corp. and the Registrant.

         10 (f)           Agreement  dated  February  1, 2000  between  Quadrant
                          Financial Inc. and the Registrant.

         27.              Financial Data Schedule







                                       19


<PAGE>



                                   SIGNATURES

     In accordance  with the  Securities  Exchange Act of 1934,  this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.

Dated:  September 27, 2000

                                   PURCHASE POINT MEDIA CORPORATION

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

                                       /s/ Roger Jung
                                       -----------------------------------------
                                       Roger Jung
                                       Acting Chief Financial Officer

/s/ Albert P. Folsom
--------------------
    Albert P. Folsom
    President, Chief Executive Officer and Director

/s/ Jay Walker
--------------
    Jay Walker
    Director

                                       20