FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

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

        For the quarterly period ended March 31, 2000

                                       OR

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

      For the transition period from ____________ to _________________

              Commission File Number  000-25385

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

              MINNESOTA                                      41-1853993
    (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                       Identification No.)

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

         (Former name, former address and former fiscal year, if changed
                               since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

YES  X         NO
    ---           ---

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.

         At March 31, 2000, there were 11,815,246 shares of Common Stock, no par
value, outstanding.


<PAGE>

                        PURCHASE POINT MEDIA CORPORATION

                                      INDEX

                                                                          Page
                                                                          ----

Part I.           Financial Information                                    1

  Item 1.         Financial Statements

                  Balance Sheets as of March 31, 2000
                   (unaudited) and June 30, 1999                           2

                  Statements of Operations for the
                   Nine and Three Months Ended March
                   31, 2000 and 1999 (unaudited) and
                   the Period June 28, 1996 (Date of
                   Formation) through March 31, 2000                       3

                  Statements of Cash Flows for the Nine
                   Months Ended March 31, 2000 and
                   1999 (unaudited) and the Period June
                   28, 1996 (Date of Formation) through
                   March 31, 2000                                        4 - 5

                  Notes to Financial Statements (unaudited)              6 - 7

  Item 2.         Management's Discussion and Analysis
                   or Plan of Operations                                 7 - 11

Part II.          Other Information

  Item 1.         Legal Proceedings                                        12

  Item 6.         Exhibits and Reports on Form 8-K                         12

Signatures                                                                 13

<PAGE>

PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements

           Certain information and footnote disclosures required under generally
accepted accounting principles have been condensed or omitted from the following
financial statements pursuant to the rules and regulations of the Securities and
Exchange Commission.  It is suggested that the following financial statements be
read in  conjunction  with the year-end  financial  statements and notes thereto
included in the  Company's  Annual Report on Form 10-KSB for the year ended June
30, 1999.

           The results of  operations  for the nine months ended March 31, 2000,
are not  necessarily  indicative  of the results to be  expected  for the entire
fiscal year or for any other period.

                                        1

<PAGE>

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

                                     ASSETS
                                        March 31,                 June 30,
                                          2000                      1999
                                        ---------                 --------
                                       (Unaudited)
Current Assets:
  Cash                                  $        --             $        97
  Prepaid expenses                           16,525                  18,487
                                        -----------             -----------

     Total Current Assets                    16,525                  18,584

Equipment - net                               4,965                   2,810

Patents and trademarks - net                 25,749                  27,159
                                        -----------             -----------

     TOTAL ASSETS                       $    47,239             $    48,553
                                        ===========             ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
  Notes payable                          $    46,903             $    46,903
  Accounts payable and
   accrued expenses                          187,637                 163,014
  Due to officer/shareholder                 120,260                  86,130
  Due to related parties                     525,782                 508,407
                                         -----------             -----------

     Total Current Liabilities               880,582                 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;
   issued and outstanding 11,815,246
   and 11,375,000 shares                     498,134                 260,497
  Additional paid in capital                  77,674                  23,104
  Deficit accumulated during
   development stage                      (1,409,321)             (1,039,672)
                                         -----------             -----------

     Total Stockholders' Deficiency         (833,343)               (755,901)
                                         -----------             -----------

     TOTAL LIABILITIES AND
      STOCKHOLDERS' DEFICIENCY           $    47,239             $    48,553
                                         ===========             ===========

                                        2


<PAGE>


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

<TABLE>
<CAPTION>

                                                                                                        Period
                                                                                                    June 28, 1996
                                                                                                      (Date of
                                          Nine Months Ended             Three Months Ended            Formation)
                                               March 31,                      March 31,                through
                                               ---------                      ---------                March 31,
                                         2000              1999          2000            1999            2000
                                       --------          --------       ------          ------          -------
                                              (Unaudited)                     (Unaudited)             (Unaudited)
<S>                                  <C>               <C>            <C>              <C>             <C>
Costs and Expenses:
  General and administrative
   expenses                           $  268,083       $  318,719     $   103,292       $  93,309       $ 1,207,579
  Interest expense                        99,520           28,336          71,297           9,498           194,400
  Depreciation and
   amortization                            2,046            2,328             767             776             7,342
                                      ----------       ----------     -----------       ---------       -----------

Net loss                              $  369,649       $  349,383     $   175,356       $ 103,583       $ 1,409,321
                                      ==========       ==========     ===========       =========       ===========

Loss per common share -
  basic and diluted                   $      .03       $      .03     $       .02       $     .01       $        --
                                      ==========       ==========     ===========       =========       ===========

Weighted average number of
  common shares and
  equivalents outstanding
  - basic and diluted                  11,597,559       11,375,000     11,597,559        11,375,000              --
                                      ===========      ===========    ===========       ===========     ===========

</TABLE>

                                        3


<PAGE>


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

                                                                   Period
                                                                June 28, 1996
                                      Nine Months Ended           (Date of
                                          March 31,               Formation)
                                         ----------               through
                                     2000          1999        March 31, 2000
                                    ------        ------       --------------
                                        (Unaudited)             (Unaudited)
Cash flows from operating
  activities:
   Net (loss)                    $  (369,649)   $  (349,383)   $(1,409,321)
   Adjustments to reconcile
    net (loss) to net cash
    (used in) operating
    activities:
    Depreciation and
     amortization                      2,046          2,328          7,342
    Forgiveness of debt
     from related parties                 --             --        (25,000)
    Non cash compensation              3,462             --         33,249
    Non cash interest expense         54,570             --         54,570
Changes in operating assets
 and liabilities:
  (Increase) decrease in
  other assets                        (1,500)        11,305         (6,643)
  Increase in accounts
   payable and accrued
   expenses                           24,623         25,534        187,637
                                 -----------    -----------    -----------
  Net Cash (Used in )
   Operating Activities             (286,448)      (310,216)    (1,158,166)
                                 -----------    -----------    -----------

Cash flows from investing
 activities:
  Purchase of equipment               (2,791)            --         (5,913)
                                 -----------    -----------    -----------
Cash flows from financing
 activities:
  Proceeds from related
   party                              72,480        264,856        802,950
  Proceeds from borrowings                --             --         46,903
  Proceeds from officer/
   stockholder                       104,533         22,038        237,034

                                        4


<PAGE>



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

                                     Period

                                                                   Period
                                                                June 28, 1996
                                       Nine Months Ended          (Date of
                                           March 31,              Formation)
                                         -----------               through
                                      2000          1999        March 31, 2000
                                     ------        ------     ----------------
                                          (Unaudited)            (Unaudited)
  Payments to officer/
   stockholder                      (62,023)       (38,450)      (108,395)
  Payments to related parties       (63,485)      (207,558)      (304,047)
  Proceeds from sale of
   common stock                     237,637             --        489,634
  Deposit received for
   issuance of shares                    --        275,000             --
                                -----------    -----------    -----------
     Net Cash Provided by
      Financing Activities          289,142        315,886      1,164,079
                                -----------    -----------    -----------

Net increase (decrease)
  in cash                               (97)         5,670             --

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

Cash - end of period            $        --    $     5,670    $        --
                                ===========    ===========    ===========

Supplementary Information:
  Cash paid during the year
   for:
     Interest                   $     3,904    $       698
                                ===========    ===========    ===========
     Income taxes               $        --    $        --    $        --
                                ===========    ===========    ===========

Non-cash investing activities:
  Acquisition of business:
    Fair value of assets
    acquired                    $        --    $        --    $     8,500
                                ===========    ===========    ===========

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

  Issuance of warrants in
   connection with the sale
   of common stock              $    54,570    $        --    $    77,674
                                ===========    ===========    ===========

                                        5


<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.  ORGANIZATION

    The balance sheet as of March 31, 2000, and the statements of operations and
    cash  flows for the nine  months  ended  March  31,  2000 and 1999 have been
    prepared by Purchase Point Media  Corporation  ("PPMC" or the "Company") and
    are unaudited. In the opinion of management,  all adjustments (consisting of
    normal  recurring  adjustments)  necessary to present  fairly the  financial
    position,  results of  operations  and cash flows for all periods  presented
    have been made. The  information  for June 30, 1999 was derived from audited
    financial statements.

2.  BASIS OF PRESENTATION

      The accompanying consolidated financial statements have been prepared on a
    going concern basis,  which  contemplates  the realization of assets and the
    satisfaction of liabilities in a normal course of business.

      The Company's primary planned activities are the development and marketing
    needed to create, produce and sell advertising space to national advertisers
    to be displayed on grocery cart displays.  At March 31, 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.

      The  development  activities  of the  Company are being  financed  through
    advances by a major  shareholder and sale of the Company's common stock. The
    Company's continued existence is dependent upon its ability to obtain needed
    working  capital  through  additional  equity and/or debt  financing and the
    commencement  of its planned  principal  operations.  Management is actively
    seeking  additional  capital to ensure the  continuation  of its development
    activities.  However,  there is no assurance that additional capital will be
    obtained.  These  uncertainties raise substantial doubt about the ability of
    the Company to continue as a going concern.

      The financial  statements do not include any  adjustments  relating to the
    recoverability  and  classification of recorded asset amounts or the amounts
    and  classifications  of  liabilities  that  might be  necessary  should the
    Company be unable to continue as a going concern.

3.  EARNINGS (LOSS) PER SHARE

      Basic  earnings  (loss) per common share are  computed  using the weighted
    average  number of common  shares  outstanding  during the  period.  Diluted
    earnings per common share are computed using the weighted  average number of
    common shares and potential common shares outstanding during the period.

                                        6

<PAGE>

4.  SALE OF COMMON STOCK AND COMMON STOCK WARRANTS

      The Company  issued  common stock and common stock  warrants in connection
    with two private placement debt offerings during the nine months ended March
    31, 2000.  The Company  received  $237,637 from the sale of common stock and
    has issued  405,675  shares of common stock with  warrants.  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 consistant with the provisions of SFAS No. 123. For
    the nine  months  ended March 31, 2000 and the period June 28, 1996 (Date of
    Formation)  through March 31, 2000 the Company expensed  interest charges to
    operations in the amount of $58,302.

      The fair  value of each  warrant  granted  is  valued on the date of grant
    using the Black-Scholes option-pricing model.

Item 2.  Management's Discussion and Analysis or Plan of Operation

      The  Company's  quarterly and annual  operating  results are affected by a
    wide variety of factors that could  materially and adversely affect revenues
    and profitability,  including  competition from other suppliers;  changes in
    the regulatory and trade  environment;  changes in consumer  preferences and
    spending habits; the inability to successfully  manage growth;  seasonality;
    the ability to introduce and the timing of the  introduction of new products
    and the  inability to obtain  adequate  supplies or materials at  acceptable
    prices.  As a result of these and other factors,  the Company may experience
    material  fluctuations in future operating  results on a quarterly or annual
    basis,  which could materially and adversely affect its business,  financial
    condition,  operating results, and stock price.  Furthermore,  this document
    and other  documents  filed by the Company with the  Securities and Exchange
    Commission (the "SEC") contain certain forward-looking  statements under the
    Private  Securities  Litigation  Reform  Act of  1995  with  respect  to the
    business of the Company.  These  forward-looking  statements  are subject to
    certain risks and uncertainties,  including those mentioned above, and those
    detailed in the  Company's  Annual  Report on Form 10-KSB for the year ended
    June 30, 1999, which may cause actual results to differ  significantly  from
    these  forward-looking  statements.  The Company undertakes no obligation to
    publicly  release  the  results of any  revisions  to these  forward-looking
    statements which may be necessary to reflect events or  circumstances  after
    the date hereof or to reflect the  occurrence of  unanticipated  events.  An
    investment in the Company involves various risks,  including those mentioned
    above and those which are detailed  from time to time in the  Company's  SEC
    filings.

                                        7

<PAGE>

    Results of Operations

      The following table sets forth for the periods  indicated,  the percentage
    increase  or  (decrease)   of  certain  items   included  in  the  Company's
    consolidated statement of operations:

                                       % Increase (Decrease) from Prior Period
                                      ----------------------------------------
                                      Nine Months Ended     Three Months Ended
                                        March 31, 2000        March 31, 2000
                                      compared with 1999    compared with 1999
                                      ------------------    ------------------

        General and administrative
         expense                           (18.89)%               9.66%
        Interest expense                    71.53%               86.68%
        Net (loss)                           5.48%               (1.17)%

      In  order to  become  an  operating  company,  PPMC  will  have to  secure
    financing of seven and a half million dollars ($7,500,000). Even though PPMC
    has limited capital and resources,  management  believes that because of the
    merits  of the  last  word(R)  they  will  be able to  secure  the  required
    financing.  Currently  PPMC is pursuing two avenues of financing,  one is by
    pre-selling  ad space in the last  word(R)  and the other is private  equity
    capital.  Discussed  below are some of the reasons that lead  management  to
    believe they will be successful.

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

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

      PPMC has completed  putting  together sales tools for sales people who are
    now  attempting  to persuade  chain  stores to rent space on their  shopping
    carts to PPMC. PPMC has also completed putting together media kits for sales
    people in order for them to try and persuade  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.  Should PPMC be successful
    in this  approach,  PPMC will have more  than  sufficient  capital  to start
    operations.  As of May 8, 2000 no spots  were  sold and there  cannot be any
    assurance that PPMC will be successful in doing so.

                                        8

<PAGE>


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

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

      News America  Marketing-In-Store,  Smart  Source(R) Cart Rates.  Per store
    space rates (cost per store including per store  production cost) for 1/12th
    (8.3%) of  advertisers'  ads on carts  facing the shopper and 1/12th  facing
    away from the  shopper.  Assuming  that each store has 200 carts,  they will
    have 17 carts that have an  advertisers'  ad facing the  shopper and 17 that
    will be facing away from the shopper.

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

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

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

    The last word(R), Cart Rates

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

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

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

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



                                        9

<PAGE>


    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.

      Marketing  will be handled by Chris  Culver of Culver and  Associates,  an
    advertising and marketing company.  They had Actmedia's (PPMC's  competitor)
    account when  Actmedia was bought out by News Corp.  Culver and  Associates'
    responsibilities  will include putting together media kits (for ad agencies,
    packaged  foods  industry  and  grocery  stores)  and   advertising   PPMC's
    advantages in the trade journals that reach the packaged foods industry,  ad
    agencies and grocery retailers.

      Advertising  sales and chain store operations will be handled by Last Word
    Management.  John Hall, 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.

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

      Administration  will be handled in house by Mrs.  E.V.  (EV) Arnold,  CPA.
    Mrs.  Arnold  has over 20  years  of  experience  in  administration  in the
    government, private and public sectors.

      The  primary  administrative  function  will  be  to  monitor,   evaluate,
    supervise and direct the subcontractors. The last word(R) will be warehoused
    at a  distribution  center where the first ad inserts will be inserted  into
    the last word(R) prior to being 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
    suggested   another   party   that   he   believed   could   fulfill   ITG's
    responsibilities   under  the  agreement.   Representatives   of  Last  Word
    Management met with this party, but no agreement was reached.  Subsequently,
    PPMC  amended  the   contract   with  Last  Word   Management   wherein  the
    responsibilities  that ITG had  undertaken,  were  taken  over by Last  Word
    Management.

                                       10

<PAGE>

    Nine Months Ended March 31, 2000 compared to
        Nine Months Ended March 31, 1999

      General and Administrative Expenses

      General and  administrative  expenses decreased from $318,719 for the nine
    months  ended March 31, 1999 to $268,083 for the nine months ended March 31,
    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 during the nine month period.

      Interest Expense

      Interest  expense  increased  from $28,336 for the nine months ended March
    31, 1999 to $99,520 for the nine months  ended March 31,  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.

    Three Months Ended March 31, 2000 compared to
        Three Months Ended March 31, 1999

      General and Administrative Expenses

      General and  administrative  expenses increased from $93,309 for the three
    months ended March 31, 1999 to $103,292 for the three months ended March 31,
    2000.  The Company  attributes  this  increase  primarily  to an increase in
    consulting  fees,  professional  fees and rent expense  offset,  in part, by
    decreases in sales related expenses.

      Interest Expense

      Interest  expense  increased  from $9,498 for the three months ended March
    31,  1999 to $71,297  for the three  months  ended March 31, 2000 due to the
    reasons outlined in the nine month analysis.

                                       11

<PAGE>

PART II.   Other Information

      Item 1.   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.

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

      Item 6.   Exhibits and Reports on Form 8-K

      (a)  Exhibits:

               Exhibit  3.1 Certificate of Incorporation
               Exhibit 27.1 Financial Data Schedule.

      (b)  There were no Current Reports on Form 8-K filed   by  the  registrant
    during the quarter ended March 31, 2000.

                                       12

<PAGE>

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:  May 12, 2000

                                       PURCHASE POINT MEDIA CORPORATION

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

                                       13