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 December 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
                                 (888) 332-7774
             (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 January 23, 2001 there were  11,958,441  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 December 31,
                   2000 (unaudited) and June 30, 2000                       2

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

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

                  Notes to Financial Statements (unaudited)                6 - 7

  Item 2          Management's Discussion and Analysis
                   or Plan of Operations                                  7 - 12

Part II. Other Information

  Item 6          Exhibits and Reports on Form 8-K                         13

Signatures                                                                 14



<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,
         2000.

                  The results of  operations  for the six months ended  December
         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

                                                     December 31,    June 30,
                                                         2000         2000
                                                     -----------   -----------
                                                     (Unaudited)
                                     ASSETS
                                     ------

Current Assets:
    Cash                                             $       369    $       436
                                                     -----------    -----------

Equipment-net of accumulated depreciation
    of $2,728 and $1,550                                   8,585          7,694
                                                     -----------    -----------

Other Assets:
    Patents and trademarks-net of accumulated
      amortization of $7,804 and $6,864                   23,739         25,279
    Prepaid expenses                                      12,162         13,870
                                                     -----------    -----------
      Total Other Assets                                  35,901         39,149
                                                     -----------    -----------

        TOTAL ASSETS                                 $    44,855    $    47,279
                                                     ===========    ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

Current Liabilities:
    Note payable/shareholder                         $    46,903    $    46,903
    Accounts  payable and accrued expenses               193,561        209,775
    Due to officer/shareholder                           169,233        128,142
    Note payable to related party                        544,828        532,412
                                                     -----------    -----------
      Total Current Liabilities                          954,525        917,232
                                                     -----------    -----------

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 11,958,441
      and 11,863,312 shares                              641,329        546,200
    Additional paid-in capital                           165,175        106,842
    Deficit accumulated during development stage      (1,716,344)    (1,523,165)
                                                     -----------    -----------
       Total Stockholders' Deficiency                   (909,670)      (869,953)
                                                     -----------    -----------
        TOTAL LIABILITIES AND
         STOCKHOLDERS' DEFICIENCY                    $    44,855    $    47,279
                                                     ===========    ===========


                       See notes to financial statements.


                                        2


<PAGE>

                                              PURCHASE POINT MEDIA CORPORATION
                                                (A DEVELOPMENT STAGE COMPANY)
                                                   STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                              Period
                                                     Six Months Ended          Three Months Ended         June 28, 1996
                                                       December 31,                December 31,         (Date of Formation)
                                                 -----------------------   ------------------------           through
                                                    2000         1999          2000          1999        December 31, 2000
                                                -----------   ----------   -----------   ----------     ------------------
                                                        (Unaudited)               (Unaudited)
<S>                                             <C>           <C>           <C>           <C>                 <C>
Costs and Expenses:
    General and administrative expenses         $   102,013   $   164,791   $    52,788   $    96,976         $ 1,383,032
    Interest expense                                 89,048        28,223        44,926        15,254             322,780
    Depreciation and amortization                     2,118         1,279         1,059           653              10,532
                                                -----------   -----------   -----------   -----------         -----------

Net loss                                        $   193,179   $   194,293   $    98,773   $   112,883         $ 1,716,344
                                                ===========   ===========   ===========   ===========         ===========

Loss per common share-basic and diluted         $      0.02   $      0.02   $      0.01   $      0.01         $        --
                                                ===========   ===========   ===========   ===========         ===========

Weighted average number of common shares and
    equivalents outstanding-basic and diluted    11,937,942    11,400,563    11,949,206    11,400,563                  --
                                                ===========   ===========   ===========   ===========         ===========
</TABLE>

                       See notes to financial statements.


                                       3
<PAGE>

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

<TABLE>
<CAPTION>


                                                                              Period
                                                Six Months Ended           June 28, 1996
                                                  December 31,          (Date of Formation)
                                                -------------------          through
                                                 2000        1999        December 31, 2000
                                                 ----        ----        ------------------
                                                    (Unaudited)
<S>                                          <C>          <C>               <C>
Cash flows from operating activities:
  Net (loss)                                 $(193,179)   $(194,293)        $(1,716,344)
  Adjustments to reconcile net (loss)
   to net cash (used in) operating
   activities:                                   2,118        1,279              10,532
     Depreciation and amortization
     Forgiveness of debt from related
      parties                                     --           --               (25,000)
     Non-cash compensation                        --          2,308              25,000
     Non-cash interest expense                  60,641                          153,783
  Changes in operating assets and
   liabilities:
     (Increase) in other assets                   --           --                (5,143)
     (Decrease) increase in accounts
      payable and accrued expenses             (16,214)      20,081             193,561
                                              --------     --------          ----------
        Net Cash (Used in) Operating
         Activities                           (146,634)    (170,625)         (1,363,611)
                                              --------     --------          ----------
Cash flows from investing activities:
  Purchase of equipment                         (2,070)      (1,630)            (11,314)
                                              --------     --------          ----------
Cash flows from financing activities:
  Proceeds from related party                   23,877       56,762             847,438
  Proceeds from note                              --        131,555              46,903
  Proceeds from officer/stockholder             54,000       57,063             317,534
  Payments to officer/stockholder              (12,909)     (27,424)           (148,301)
  Payments to related parties                  (11,460)     (45,798)           (321,109)
  Proceeds from sale of common stock            95,129           --             632,829
                                              --------     --------          ----------
        Net Cash Provided by Financing
         Activities                            148,637      172,158           1,375,294
                                              --------     --------          ----------
</TABLE>

                       See notes to financial statements.
                                       4
<PAGE>

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

<TABLE>
<CAPTION>


                                                                              Period
                                                Six Months Ended           June 28, 1996
                                                  December 31,          (Date of Formation)
                                                -------------------          through
                                                 2000        1999        December 31, 2000
                                                 ----        ----        ------------------
                                                    (Unaudited)
<S>                                       <C>             <C>             <C>
Net increase (decrease) in cash                   (67)         (97)                369

Cash-begining of period                           436           97                  --
                                           ----------      --------          ---------
Cash-end of period                         $      369      $    --                 369
                                           ----------      --------          ---------
Supplementary Information:
  Cash paid during the year for:
    Interest                               $      330      $   667           $   6,135
                                           ----------      --------          ---------
    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          $   58,335      $    --           $ 165,177
                                           ----------      --------          ---------
</TABLE>

                       See notes to financial statements.

                                       5
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.  ORGANIZATION

        The  balance  sheet as of  December  31,  2000,  and the  statements  of
       operations  and cash flows for the six months ended December 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, 2000 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 the 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 December 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.  LOSS PER SHARE

         Basic loss per common  share is  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.  During
       the six months ended December 31, 2000 and 1999,  potential common shares
       were not used in the  computation  of diluted  loss per  common  share as
       their effect would be antidilutive.


                                        6

<PAGE>


4.  SALE OF COMMON STOCK AND COMMON STOCK WARRANTS

    A)   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  one  redeemable  common  stock  purchase
         warrant.  The warrant is exercisable at $.50 per share expiring  August
         31,  2004.  Vintage  shall have 180 days from the date above to provide
         the Company with the proceeds of the subscription funds unless extended
         an additional 180 days by the Company. On September 1, 2000 the Company
         extended the  agreement  to February 28, 2001.  As of December 31, 2000
         the Company received  $168,038 and issued Vintage 336,076 shares of the
         Company's common stock.

    B)   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 one thousand shares of
         common  stock at $1.00  per share  (the  fair  value at the date of the
         subscription  agreement)  and  one  redeemable  common  stock  purchase
         warrant. The warrant is exercisable at $1.00 per share expiring January
         31,  2005.  Quadrant  had 180 days from the date above to  provide  the
         Company with the proceeds of the subscription funds, which was extended
         an  additional  180 days by the  Company.  As of December  31, 2000 the
         Company  received  $186,708 and issued  Quadrant  186,708 shares of the
         Company's common stock.

         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. The Company will expense the value
         of the warrants over five years.  For the six months ended December 31,
         2000 and the period June 28, 1996 (Date of Formation)  through December
         31, 2000 the Company  expensed  interest  charges to  operations in the
         amount of $58,335 and $151,307, respectively.

         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,  2000,  which may cause  actual  results to
         differ significantly from these forward-looking statements. The Company


                                        7
<PAGE>

         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.

    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
                                   ---------------------------------------
                                Six Months Ended           Three Months Ended
                               December 31, 2000           December 31, 2000
                               compared with 1999          compared with 1999
                               ------------------          ------------------
General and administrative
 expense                             (61.54)%                   (83.71)%
Interest expense                      68.31 %                    66.05 %
Net (loss)                            (0.58)%                   (14.29)%

         PPMC's  plan to handle  certain  operations  of PPMC has been and is to
       contract with companies that have the  infrastructure in place to perform
       the required functions or ones that can contract with companies that have
       the infrastructure in place to carry out operations for PPMC. To this end
       PPMC  has   contracted   with  Last  Word   Management   Inc.  (LWM)  and
       International  Trade  Group,  LLC  (ITG)  to  handle  various  stages  of
       operations  for  PPMC.  Subsequent  to this  the  contract  with  ITG was
       terminated  and the  contract  with  LWM was  amended  to  include  ITG's
       intended responsibilities. The responsibilities of LWM's amended contract
       with PPMC are to rent space on shopping carts from grocery  stores,  sell
       the advertising space in the last word(R),  change the ad inserts and the
       maintenance of the last word(R). The amended contract at 50% of the sales
       revenues  being paid to LWM will  approximate  the combined  costs of the
       separate contracts with ITG and LWM.

         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.





                                        8

<PAGE>

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

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

         PPMC has prepared detailed sales tools for approaching the chain stores
       to persuade them to rent space on their shopping carts to PPMC.  PPMC has
       also completed  putting together media kits to promote to the advertisers
       to purchase,  or commit in advance  for,  four of the 10 ad spaces in the
       last  word(R)  for a period of one year.  To make it more  attractive  to
       advertisers  to do so,  PPMC is  offering  the  spaces  at a  substantial
       discount (50% off PPMC's  posted rate of $2.25 cpm).  The sales effort is
       being  conducted  by  the  president  of  the  Company,   and  one  other
       salesperson.  Sales costs have been kept to a minimum by  offering  sales
       commissions  to the  salesperson  on a  successful  contract  and keeping
       travel 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 January 23, 2001 no spots were sold and there
       cannot be any assurance that PPMC will be successful in doing so.

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

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

                                        9
<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  high end  cost of over  $20.00  for a  primetime
         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 January 23, 2001
         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.

                                       10


<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  will be handled in house. On a temporary  basis these
         duties are being 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  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.  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.

                                       11

<PAGE>
    Six Months Ended December 31, 2000 compared to
    ----------------------------------------------
      Six Months Ended December 31, 1999
      ----------------------------------


      General and Administrative Expenses
      -----------------------------------

           General and  administrative  expenses decreased from $164,751 for the
         six months ended December 31, 1999 to $102,013 for the six months ended
         December 31, 2000. The Company  attributes this decrease primarily to a
         decrease in consulting fees, telephone and advertising expense.

      Interest Expense
      ----------------

           Interest  expense  increased  from  $28,223 for the six months  ended
         December  31, 1999 to $89,048  for the six months  ended  December  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 December 31, 2000 compared to
    ------------------------------------------------
      Three Months Ended December 31, 1999
      ------------------------------------


      General and Administrative Expenses
      -----------------------------------

           General and  administrative  expenses  decreased from $96,796 for the
         three  months  ended  December 31, 1999 to $52,788 for the three months
         ended December 31, 2000. The Company attributes this decrease primarily
         to a decrease in consulting fees, telephone and advertising expense.

      Interest Expense
      ----------------

           Interest  expense  increased  from $15,254 for the three months ended
         December 31, 1999 to $44,926 for the three  months  ended  December 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.

                                       12



<PAGE>

PART II.  OTHER INFORMATION

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

      (a)  Exhibits:

            None

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




                                       13



<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:  February 6, 2001

                                     PURCHASE POINT MEDIA CORPORATION

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


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