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, 2004

                                       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.)

          1100 MELVILLE STREET, SUITE 320, VANCOUVER, BC CANADA V6E 4A6
                                 (604) 926-7859
             (Address and telephone number, including area code, of
                    registrant's principal executive office)
                   141 FIFTH AVENUE, NEW YORK, NEW YORK 10010
              (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 21, 2005 there were  21,678,940  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,
             2004 (unaudited) an June 30, 2004                               2

            Statements of Operations for the Six and Three Months Ended
             December 31, 2004 and 2003 (unaudited) and the Period June
             28, 1996 (Date of
             Formation) through December 31, 2004                            3

            Statements of Stockholders' Deficiency
            for the Period June 28, 1996 (Date of Formation)
            through December 31, 2004                                      4 - 5

            Statements of Cash Flows for the Six
             Months Ended December 31, 2004 and
             2003 (unaudited) and the Period June
             28, 1996 (Date of Formation) through
             December 31, 2004                                             6 - 7

            Notes to Financial Statements (unaudited)                     8 - 11

  Item 2.   Management's Discussion and Analysis
             or Plan of Operations                                       12 - 19

  Item 3.   Quantitative and Qualitative Disclosures about
             Market risk fair value of financial instruments                20

  Item 4.   Controls and Procedures                                         20

Part II. Other Information

  Item 1.   Legal Proceedings                                               20

  Item 4.   Submission of Matters to a Vote of Security Holders             20

  Item 5 Other Information                                                  21

  Item 6.   Exhibits and Reports on Form 8-K                                21

Signatures                                                                  22
<PAGE>

PART I. FINANCIAL INFORMATION

      Item 1. Financial Statements

      Certain  information and footnote  disclosures  required under  accounting
principles  generally  accepted  in the  United  States  of  America  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, 2004.

      The results of operations  for the three and six months ended December 31,
2004,  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, 2004 and June 30, 2004

                         ASSETS
                                                     December 31,     June 30,
                                                         2004           2004
                                                     -----------    -----------
CURRENT ASSETS:
  Cash                                               $    10,621    $    26,859
                                                     -----------    -----------
     Total Current Assets                                 10,621         26,859
                                                     -----------    -----------

PROPERTY AND EQUIPMENT
   - net of depreciation                                   1,329          1,623

OTHER ASSETS:
  Patents - net of amortization                           16,246         17,158
  Other assets                                               600            600
                                                     -----------    -----------
     Total Other Assets                                   16,846         17,758
                                                     -----------    -----------

    TOTAL ASSETS                                     $    28,796    $    46,240
                                                     ===========    ===========

        LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
  Note payable related party                         $   827,118    $   815,708
  Accrued interest payable - related parties             293,485        261,932
  Accounts payable  - related parties                     72,000         72,000
  Accounts payable                                       107,355        126,985
                                                     -----------    -----------

     Total Current Liabilities                         1,299,958      1,276,625
                                                     -----------    -----------

STOCKHOLDERS' DEFICIENCY:
Preferred stock
  50,000,000 shares authorized at no par value;
  2,000 shares issued and oustanding at
  redemtpion value                                           170            170
Common stock
  100,000,000 shares authorized at no par value;
 21,678,940 and 19,678,940 shares issued
 and outstanding on December 31, 2004
  and June 30, 2004, respectively                      1,762,985      1,262,983
  Additional paid-in capital                             128,128        128,128
  Deficit accumulated during the
   development stage                                  (3,162,445)    (2,621,666)
                                                     -----------    -----------

     Total Stockholders' Deficiency                   (1,271,162)    (1,230,385)
                                                     -----------    -----------

TOTAL LIABILITIES AND
 STOCKHOLDERS' DEFICIENCY                            $    28,796    $    46,240
                                                     ===========    ===========

The accompanying notes are an integral part of these financial statements.


                                      -2-
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF OPERATIONS - UNAUDITED
          FOR THE SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003, AND THE
                  THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
     AND THE PERIOD JUNE 28, 1996 (DATE OF INCEPTION) TO DECEMBER 31, 2004

<TABLE>
<CAPTION>
                                            FOR THE SIX MONTHS ENDED           FOR THE THREE MONTHS ENDED         JUNE 28, 1996
                                                  DECEMBER 31,                         DECEMBER 31,                    to
                                       ------------------------------        ------------------------------        DECEMBER 31,
                                           2004               2003               2004               2003               2004
                                       -----------        -----------        -----------        -----------        -----------
<S>                                    <C>                <C>                <C>                <C>                <C>
REVENUES                               $        --        $        --        $        --        $        --        $        --

EXPENSES:
  Administrative                           506,901             64,712             17,085             55,514          2,254,004
  Depreciation and amortization              1,207              1,468                604                734             26,761
                                       -----------        -----------        -----------        -----------        -----------

NET LOSS - before other expenses          (508,108)           (66,180)           (17,689)           (56,248)        (2,280,765)

OTHER EXPENSES

Loss from theft - net                           --                 --                 --                 --           (354,477)
Interest                                   (32,671)            28,874            (16,335)            14,438           (527,203)
                                       -----------        -----------        -----------        -----------        -----------

NET LOSS                               $  (540,779)       $   (95,054)       $   (34,024)       $   (70,686)       $(3,162,445)
                                       ===========        ===========        ===========        ===========        ===========

LOSS PER COMMON SHARE -
 Basic and diluted                     $     (0.03)       $     (0.01)       $        --        $        --
                                       ===========        ===========        ===========        ===========

AVERAGE OUTSTANDING SHARES
   (stated in 1,000's)

Basic                                       21,412             17,239             21,556             17,670
                                       ===========        ===========        ===========        ===========
Diluted                                     21,412             17,239             21,556             17,670
                                       ===========        ===========        ===========        ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      -3-
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY
       PERIOD JUNE 28, 1996 (DATE OF FORMATION) THROUGH DECEMBER 31, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                      PREFERRED STOCK             COMMON STOCK              ADDITIONAL    RETAINED
                                    -----------------------     -----------------------      PAID-IN      EARNINGS
                                      SHARES       AMOUNT        SHARES        AMOUNT        CAPITAL      (DEFICIT)       TOTAL
                                    ---------     ---------     ---------     ---------     ---------     ---------      ---------
<S>                                    <C>        <C>            <C>          <C>           <C>           <C>            <C>
Balance, June 28,
 1996 (Date of
 Formation)                                --     $      --            --     $      --     $      --     $      --      $      --

Issuance of common
 stock for cash at $.009                   --            --     1,175,000        10,000            --            --         10,000

Common stock split                         --            --     3,525,000            --            --            --             --

Issuance of preferred
 stock for services at $.09             2,000           170            --            --            --            --            170

Net loss for the period
 ended June 30, 1996                       --            --            --            --            --      (338,760)      (338,760)

Recapitalization from
 reverse merger                            --            --     6,675,000         8,500            --            --          8,500

Net loss for the year ended
 June 30, 1997                             --            --            --            --            --       (99,350)       (99,350)

Net loss for the year ended
 June 30, 1998                             --            --            --            --            --      (142,719)      (142,719)

Sale of common stock
 for cash at $7.00                         --            --        34,571       241,997            --            --        241,997

Issuance of warrants
 for financing at $.67                     --            --            --            --        23,104            --         23,104

Net loss for the year ended
 June 30, 1999                             --            --            --            --            --      (458,843)      (458,843)
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      -4-
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                    PERIOD JUNE 28, 1996 (DATE OF FORMATION)
                     THROUGH DECEMBER 31, 2004 (Continued)
                                   (Unaudited)

<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 financing at $.08                       --            --            --            --        83,738            --        83,738

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

Sale of common stock
 for cash at $.50                            --            --       336,076       168,038            --            --       168,038

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

Issuance of warrants for
 financing at $.08                           --            --            --            --        21,286            --        21,286

Issuance of common stock
 for cash at $1.00 , net of costs            --            --        97,138        97,138            --            --        97,138

Net loss for the year ended
 June 30, 2001                               --            --            --            --            --      (282,592)     (282,592)

Issuance of common stock
 for cash at $.05                            --            --     1,613,490        80,674            --            --        80,674

Issuance of common stock
 for debt                                    --            --     3,500,000       402,021            --            --       402,021

Net loss for the year ended
  June 30, 2002                              --            --            --            --            --      (500,234)     (500,234)

Issuance of common stock
 for cash at $.05 to $.10                    --            --       650,000        39,000            --            --        39,000

Net loss for the year ended
  June 30, 2003                              --            --            --            --            --       (92,158)      (92,158)

Issuance of common stock
 at $.05                                     --            --     1,360,000        68,000            --            --        68,000

Issuance of common stock
  for services
 at $.05 to $.10                             --            --       595,000        29,950            --            --        29,950

Net loss for the year ended
  June 30, 2004                              --            --            --            --            --      (223,517)     (223,517)
                                     ----------    ----------    ----------    ----------    ----------    ----------    ----------

Balance, June 30, 2004                    2,000           170    19,678,940     1,262,983       128,128    (2,621,666)   (1,230,385)

Issuance of common stock
  for costs of stock offering                --            --     1,000,000            --            --            --            --

Issuance of common stock
 for services at $.50                        --            --       400,000       200,000            --            --       200,000

Issuance of common stock
 for payment of debt at
 $.50 per share                              --            --       190,000        95,000            --            --        95,000

Issuance of common stock
  for costs of stock offering                --            --       410,000       205,000            --            --       205,000

Net loss for the six months
 ended December 31, 2004                     --            --            --            --            --      (540,779)     (540,779)

Balance at
                                     ----------    ----------    ----------    ----------    ----------    ----------    ----------
   December 31, 2004                      2,000           170    21,678,940     1,762,983       128,128    (3,162,445)   (1,271,164)
                                     ==========    ==========    ==========    ==========    ==========    ==========    ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      -5-
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENT OF CASH FLOWS - UNAUDITED
         FOR THE SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003 AND FOR THE
          PERIOD JUNE 28, 1996 (DATE OF INCEPTION) TO DECEMBER 31, 2004

                                                                    JUNE 28,
                                                                     1996
                                   FOR THE SIX MONTHS ENDED           TO
                                         DECEMBER 31,             DECEMBER 31,
CASH FLOWS FROM OPERATING            2004            2003            2004
                                  -----------     -----------     -----------
 ACTIVITIES:
  Net loss                        $  (540,779)    $   (95,054)    $(3,162,445)
  Adjustments to reconcile
   net loss to net cash
   used in operating
   activities:
   Depreciation and
    amortization                        1,206           1,468          26,760
Changes in accounts payable           118,335          68,829         981,274
Issuance of common and
  preferred stock for expenses        405,000              --         443,620
Issuance of warrants for
  financing                                --              --         128,128
Net Change in Cash from
    Operations                        (16,238)        (24,757)     (1,582,663)
                                  -----------     -----------     -----------

CASH FLOWS FROM INVESTING
 ACTIVITIES:
  Security deposit                         --              --            (600)
  Acquisition of patents                   --              --         (31,542)
  Purchase  of equipment                   --              --         (12,793)
                                  -----------     -----------     -----------

Net Change from investing
  Activities                               --              --         (44,935)
                                  -----------     -----------     -----------

CASH FLOWS FROM FINANCING
 ACTIVITIES:
  Net proceeds from notes
    payable - related parties              --              --         815,708
  Proceeds from sale of
   common stock                            --          53,000         822,511
                                  -----------     -----------     -----------
     Net Cash Provided by
      Financing Activities                 --          53,000       1,638,219
                                  -----------     -----------     -----------

The accompanying notes are an integral part of these financial statements.


                                      -6-
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENT OF CASH FLOWS - UNAUDITED
         FOR THE SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003 AND FOR THE
          PERIOD JUNE 28, 1996 (DATE OF INCEPTION) TO DECEMBER 31, 2004

                                                                     JUNE 28,
                                          FOR THE SIX MONTHS          1996
                                                ENDED                   TO
                                             DECEMBER 31,           DECEMBER 31,
                                         2004           2003           2004
                                       --------       --------       --------

Net (Decrease) Increase in Cash         (16,238)        28,243         10,621

Cash - Beginning of Period               26,859             --             --
                                       --------       --------       --------

Cash - End of Period                   $ 10,621       $ 28,243       $ 10,621
                                       ========       ========       ========

The accompanying notes are an integral part of these financial statements.


                                      -7-
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

1. ORGANIZATION

The Company was  incorporated  under the laws of the state of  Minnesota on June
28,  1996  with  the  name  "Leghorn  Inc."  with  authorized  common  stock  of
100,000,000 shares with no par value and 50,000,000 preferred shares with no par
value.  The terms of the preferred  stock  included  rights to convert to common
stock  which has  expired.  No new terms have been  established  by the board of
directors.  During July 1997 the Company  changed  its name to  "Purchase  Point
Media Corporation" as part of a reverse merger.

The Company is in the business of the  development  and marketing of advertising
space to national  advertisers on a patented grocery cart display devise. On the
report date  operations  had not started and the Company is  considered to be in
the development stage.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING METHODS

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

DIVIDEND POLICY

The Company has not yet adopted a policy regarding payment of dividends.

INCOME TAXES

The Company utilizes the liability method of accounting for income taxes.  Under
the liability method deferred tax assets and liabilities are determined based on
the differences  between financial reporting and the tax bases of the assets and
liabilities  and are measured  using the enacted tax rates and laws that will be
in effect,  when the differences are expected to reverse.  An allowance  against
deferred tax assets is  recognized,  when it is more likely that not,  that such
tax benefits will not be realized.

On December  31, 2004,  the Company had a net  operating  loss carry  forward of
$3,162,445,   however,   any  tax  benefit  from  the   carryforward   would  be
substantially  limited  because of major  ownership  changes in the  outstanding
common stock of the Company and therefore any benefit has been fully offset by a
valuation  reserve.  The net operating loss will expire starting in 2012 through
2024.


                                      -8-
<PAGE>

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of any common or  preferred  share rights  unless the exercise  becomes
antidilutive and then only the basic per share amounts are shown in the report.

FINANCIAL AND CONCENTRATINS RISK

The Company has no financial instruments that potentially subject the Company to
significant concentration of credit risk.

PROPERTY AND EQUIPMENT

The Company's property and equipment consists of the following:

           Office and other equipment at cost              $12,793
                Less accumulated depreciation               11,464
                                                           -------
                                                           $ 1,329
                                                           =======

Office equipment is depreciated on the straight line method over five and seven
years.

PATENTS

Patents have been recorded at cost and are being amortized over their useful
lives of 17 years as follows.

           Patents at cost                                $ 31,543
                Less accumulated amortization               15,297
                                                          --------
                                                          $ 16,246
                                                          ========

Patents are being amortized at the rate of $1,820 each year.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs,  including wages,  supplies, and depreciation on
equipment used in the research activity, are being expensed as incurred.

REVENUE RECOGNITION

Revenue  will be  recognized  on the  sale  and  delivery  of a  product  or the
completion of a service provided.


                                      -9-
<PAGE>

ADVERTISING AND MARKET DEVELOPMENT

The Company will expense advertising and market development costs as incurred.

EVALUATION OF LONG-LIVED ASSETS

The Company periodically reviews its long lived assets,  including equipment and
patents, and makes adjustments, if the carrying value exceeds the fair value.

COSTS OF STOCK OFFERINGS

The proceeds of a successful stock offering being planned will be reduced by the
costs  of the  offering  and  the  costs  of an  unsuccessful  offering  will be
expensed.

ESTIMATES AND ASSUMPTIONS

Management uses estimates and assumptions in preparing  financial  statements in
accordance with accounting principles generally accepted in the United States of
America.  Those  estimates and  assumptions  affect the reported  amounts of the
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.

FINANCIAL INSTRUMENTS

The  carrying  amounts of  financial  instruments,  including  cash and accounts
payable, are considered by management to be their fair values due to their short
term maturities.

RECENT ACCOUNTING PRONOUNCEMENTS

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.

2. ACQUISITION OF PURCHASE POINT MEDIA CORPORATION

During  July 1997 the  Company  acquired  all the  outstanding  common  stock of
Purchase Point Media Corporation by issuing 6,675,000 of its common shares,  and
as  part  of  the  acquisition,   changed  its  name  to  Purchase  Point  Media
Corporation.   For  reporting  purposes,   the  acquisition  was  treated  as  a
recapitalization  of the Company with Purchase  Point Media  Corporation  as the
acquirer (reverse acquisition).  The acquisition was recorded as a purchase with
no good will  recognized.  The  historical  financial  statements  prior to July
1997 are those of Purchase Point Media Corporation.


                                      -10-
<PAGE>

3. CAPITAL STOCK

On February 1, 2000,  the Company  entered into a  subscription  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 thousand  common stock purchase  warrants.  The warrants are
exercisable at any time at $1.00 per share with a expiration date of January 31,
2005.

For the six months ended  December 31, 2004 the Company  issued  590,000  common
shares for the payment of a debt and for services and  1,410,000  common  shares
for the costs of a planned stock offering.

4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

An  officer-director  and his  controlled  company  owns 31% of the  outstanding
common  shares of the  Company  and have  demand,  6% notes  payable due them of
$827,118  plus accrued  interest  payable of $293,485 on December  31, 2004.  An
officer-director also has accrued consultant fees due him of $72,000.

5. GOING CONCERN

The Company will need additional working capital for its future planned activity
and to service its debt,  which  raises  substantial  doubt about its ability to
continue as a going concern.  Continuation  of the Company as a going concern is
dependent upon  obtaining  sufficient  working  capital to be successful in that
effort.  The  management  of the  Company has  developed  a  strategy,  which it
believes will accomplish this objective,  through  additional  short term loans,
and equity  funding,  which will  enable the  Company to operate  for the coming
year.


                                      -11-
<PAGE>

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

The following  discussion  of our financial  condition and results of operations
should be read in  conjunction  with the financial  statements and notes thereto
and the other financial  information included elsewhere in this report.  Certain
statements contained in this report, including,  without limitation,  statements
containing the words "believes,"  "anticipates,"  "expects" and words of similar
import,  constitute  "forward  looking  statements"  within  the  meaning of the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements involve known and unknown risks and uncertainties. Our actual results
may differ materially from those anticipated in these forward-looking statements
as a result of certain factors, including our ability to create, sustain, manage
or forecast our growth; our ability to attract and retain key personnel; changes
in  our  business   strategy  or  development   plans;   competition;   business
disruptions;  adverse publicity;  and international,  national and local general
economic and market conditions.

            Overview

Purchase  Point  Media  Corporation  ("PPMC"  or the  "Company)  owns a patented
grocery cart  advertising  display device called the last word(TM) 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(TM)
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(TM) 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(TM)  insert  contains 10 three by three inch  advertisement
frames.  The last  word(TM)  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(TM) has powerful  advantages  over  competing  POP
advertising media.

      The  development  of the last  word(TM)  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(TM),  which  included  applying  for  and  receiving  the  registered
trademark for the last word(TM).  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 present,  PPMC worked on  development  of the last  word(TM),
seeking  patent  protection  in  additional  countries  and setting the stage to
launch a global point of purchase  advertisement  service  company.  In November
2003 PPMC  contracted  with  SourceOne in New York City to contract with grocery
chains to lease the baby seat section of grocery carts and handle ad sales. PPMC
has received a proposal  from Spar Inc. to install the last  word(TM) and handle
the ad changes and  maintenance.  Spar Inc. has 6,500  people  across the United
States  that  provide  services to stores.  PPMC will  contract  with  injection
molding companies to manufacture the last word(TM).


                                      -12-
<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(TM) 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.

Radio and TV

PPMC has  entered  into a joint  participation  agreement  with CBS Radio and TV
wherein CBS will offer stores free  advertising  and then sell  Radio,TV and the
last word(TM) advertising to product manufactures who sell their products in the
stores.

Shelf talkers, Coupon dispensers

Through an agreement with National  Hispanic  Retail  Networks  (NHR).  PPMC can
offer  Shelf  Talkers  and Coupon  Dispensers  to the stores  carrying  the last
word(TM).  NHR who has Shelf Talkers and Coupon Dispensers in 4,400 will also be
able to offer the last word to their clients.

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 Washington DC.. Point of purchase
advertising is a $17 billion business.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.


                                      -13-
<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  most  significant  competitors  are  Actmedia  Inc.
("Actmedia") and Floor Graphics.

      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%.


                                      -14-
<PAGE>

In addition to Actmedia (News America),  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(TM) 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.


                                      -15-
<PAGE>

Quarterly Financial Statements:

The Note 6 of the Notes to  Unaudited  Financial  Statements  accompanying  this
report  state  that  substantial  doubt has been  raised  about our  ability  to
continue as a going concern. Our present business operations do not generate any
revenue with which to cover our expenses.  We will have to raise capital through
the placement of our securities in order to remain viable.  We are continuing to
incur management and administrative costs, professional fees and other expenses.
If we are  unable  to  raise  capital  we will be  unable  to fund  our  plan of
operations.  Because we will continue to incur net losses,  we may have to cease
operations entirely.  This factor, among others,  raises substantial doubt about
our ability to continue as a going  concern.  Our ability to continue as a going
concern is dependent upon our ability to obtain funds to meet our obligations on
a timely basis,  obtain additional  financing or refinancing as may be required,
and ultimately to attain profitability.  There are no assurances that we will be
able to obtain any additional  financing or, if we are able to obtain additional
financing,  that such financing will be on terms  favorable to us. The inability
to obtain additional  financing when needed would have a material adverse effect
on our operating results.

Six Months Ended December 31, 2004
   Versus Six Months Ended December 31, 2003

The net loss  increased  from  approximately  $95,054  for the six months  ended
December 31, 2003 to  approximately  $540,779 for the six months ended  December
31, 2004. The item of significant increase for the six months ended December 31,
2004 over the comparable period of the prior year was an increase in general and
administrative  expense  from  approximately  $6,400  in 2003  to  approximately
$506,900  for the six months  ended  December  31,  2004 due to an  increase  in
professional  services, and an increase in consulting expense from approximately
$2,500 and $-0- in 2003 to approximately $80,250 and $405,000 for the six months
ended December 31, 2004, respectively.

Three Months Ended December 31, 2004
   Versus Three Months Ended December 31, 2003

The net loss  decreased  from  approximately  $56,248 for the three months ended
December 31, 2003 to  approximately  $17,689 for the three months ended December
31, 2004. The item of  significant  increase for the three months ended December
31, 2004 over the comparable period of the prior year was an decrease in general
and administrative  expense from approximately  $55,500 in 2003 to approximately
$17,100  for the three  months  ended  December  31,  2004 due to a decrease  in
marketing services from approximately $ 46,000 in 2003 to approximately $-0- for
the three months ended December 31, 2004, respectively.


                                      -16-
<PAGE>

LIQUIDITY

We have no current  operations  that have  generated  any revenue.  We must rely
entirely on private  placements of Company stock to pay operating  expenses.  At
December 31, 2004 we had a working deficit of approximately  $1,289,000 Since we
have no source of revenue, our working capital deficit will continue to increase
as we  incur  additional  operating  expenses.  Presently,  we have no  external
sources of cash and we are  dependent  upon private  placements of our stock for
funding.

In August 2004, the Company contract with  Charterhouse  Capital  Markets,  Inc.
("CCMI"),  to assist the Company in securing  financing  to conduct a nationwide
rollout program of The Lastword(TM).

On November 4, 2004,  CCMI entered into a Memorandum  of  Understanding  ("MOU")
with Atlas E.D.C.  under which CCMI and Atlas E.D.C.  will issue a  $100,000,000
variable  rate demand note  ("VRDN").  Under the terms of the MOU,  Atlas E.D.C.
will advance  $5,000,000 into escrow which are the fees required to rate,  issue
and place the $100,000,000 VRDN offer.

Through  the use of proceeds  from the VRDN,  CCMI will  generate  and fund on a
scheduled  basis,  up to $25,000,000  for the national  rollout of the Company's
potential  "The  LastWord"(TM)   advertising  display  device.  The  balance  of
$75,000,000  in  generated  funds will be  directed to Atlas  E.D.C.  low income
housing project in the State of Illinois.

CRITICAL ACCOUNTING ISSUES

The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's  financial  statements,  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America. The preparation of the financial statements,  requires
the Company to make estimates and judgments  that effect the reported  amount of
assets, liabilities,  and expenses, and related disclosures of contingent assets
and  liabilities.  On an on-going  basis,  the Company  evaluates its estimates,
including those related to intangible assets, income taxes and contingencies and
litigation.  The Company  bases its estimates on  historical  experience  and on
various  assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making  judgments  about carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions.

NEW FINANCIAL ACCOUNTING STANDARDS

In December  2003,  the FASB issued SFAS No. 132 (Revised)  ("SFAS No.  132-R"),
"Employer's  Disclosure about Pensions and Other Postretirement  Benefits." SFAS
No. 132-R  retains  disclosure  requirements  of the  original  SFAS No. 132 and
requires additional disclosures relating to assets, obligations, cash flows, and
net periodic  benefit cost for defined benefit pension plans and defined benefit
post retirement plans. SFAS No. 132-R is effective for fiscal years ending after
December 15, 2003,  except that certain  disclosures  are  effective  for fiscal
years ending after June 15, 2004.  Interim period  disclosures are effective for
interim  periods  beginning  after December 15, 2003.


                                      -17-
<PAGE>

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of Both Liabilities and Equity." SFAS No. 150
clarifies the accounting for certain financial  instruments with characteristics
of both liabilities and equity and requires that those instruments be classified
as liabilities in statements of financial  position.  Previously,  many of those
financial  instruments were classified as equity.  SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period  beginning  after June
15, 2003.

The adoption of the provisions of SFAS No. 150 did not have a material impact on
the Company's financial position.

In April 2003, the FASB issued SFAS No. 149,  "Amendment of Statement No. 133 on
Derivative  Instruments  and  Hedging  Activities."  This  statement  amends and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including  certain  derivative  instruments  embedded in other contracts and for
hedging  activities  under FASB  Statement No. 133,  "Accounting  for Derivative
Instruments and Hedging  Activities."  This Statement is effective for contracts
entered  into or modified  after June 30,  2003,  and for hedging  relationships
designated  after  June 30,  2003.  Adoption  of this  statement  did not have a
material impact on the Company's results of operations or financial position.

In January  2003,  the FASB issued FIN 46,  Consolidation  of Variable  Interest
Entities.  In December  2003,  the FASB issued FIN 46 (Revised)  ("FIN 46-R") to
address certain FIN 46 implementation issues. This interpretation  requires that
the assets, liabilities, and results of activities of a Variable Interest Entity
("VIE") be consolidated into the financial statements of the enterprise that has
a controlling interest in the VIE. FIN 46R also requires additional  disclosures
by primary  beneficiaries and other significant  variable interest holders.  For
entities  acquired or created before  February 1, 2003, this  interpretation  is
effective no later than the end of the first interim or reporting  period ending
after March 15, 2004,  except for those VIE's that are  considered to be special
purpose  entities,  for which the effective date is no later than the end of the
first interim or annual reporting period ending after December 15, 2003. For all
entities that were acquired  subsequent to January 31, 2003, this interpretation
is effective as of the first interim or annual period ending after  December 31,
2003.  The  adoption of FIN 46 did not have a material  impact on the  Company's
results of operations or financial position.


                                      -18-
<PAGE>

In  November  2002,  the  FASB  issued  FASB   Interpretation  No.  ("FIN")  45,
Guarantor's  Accounting and Disclosure  Requirements  for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of Others,  and  interpretation  of FASB
Statements No. 5, 57, and 107 and Rescission of FASB  Interpretation No. 34. FIN
45  clarifies  the   requirements  of  FASB  Statement  No.  5,  Accounting  for
Contingencies,  relating to the  guarantor's  accounting for, and disclosure of,
the issuance of certain types of guarantees.  This interpretation clarifies that
a guarantor  is required to  recognize,  at the  inception  of certain  types of
guarantees,  a  liability  for the fair value of the  obligation  undertaken  in
issuing  the  guarantee.   The  initial   recognition  and  initial  measurement
provisions of this  Interpretation  are  applicable  on a  prospective  basis to
guarantees  issued or modified  after  December  31, 2002,  irrespective  of the
guarantor's fiscal year-end. The disclosure  requirements in this interpretation
were  effective for financial  statements  of interim or annual  periods  ending
after  December 15,  2002.  The Company  adopted FIN 45 on January 1, 2003.  The
adoption of FIN 45 did not have a material  impact on the  Company's  results of
operations or financial position.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities."  This  Statement  requires  recording  costs
associated  with  exit or  disposal  activities  at  their  fair  values  when a
liability has been incurred.  Under previous  guidance,  certain exit costs were
accrued upon  management's  commitment to an exit plan. The Company adopted SFAS
No. 146 on January 1, 2003. The adoption of SFAS No. 146 did not have a material
impact on the Company's result of operations or financial position.


                                      -19-
<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk Fair Value of
Financial  Instruments - The following disclosure of the estimated fair value of
financial  instruments is made in accordance with the  requirements of Statement
of Financial  Accounting  Standards  No. 107,  "Disclosures  about Fair Value of
Financial Instruments".  The estimated fair values of financial instruments have
been  determined  by  the  Company  using  available   market   information  and
appropriate valuation methodologies.  However, considerable judgment is required
in interpreting market data to develop the estimates of fair value. Accordingly,
the estimates  presented  herein are not  necessarily  indicative of the amounts
that the Company could realize in a current market exchange. The Company has not
entered  into,  and does not expect to enter  into,  financial  instruments  for
trading or hedging purposes.  The Company does not currently anticipate entering
into  interest rate swaps and/or  similar  instruments.  The Company's  carrying
values of cash, marketable securities, accounts receivable, accounts payable and
accrued expenses are a reasonable approximation of their fair value.

Item 4. Controls and Procedures

(a)   Disclosure  controls and  procedures.  As of the end of the Company's most
      recently completed fiscal quarter (the registrant's  fourth fiscal quarter
      in the case of an annual  report)  covered  by this  report,  the  Company
      carried  out an  evaluation,  with  the  participation  of  the  Company's
      management,  including the  Company's  Chief  Executive  Officer and Chief
      Financial  Officer,  of  the  effectiveness  of the  Company's  disclosure
      controls and procedures  pursuant to Securities  Exchange Act Rule 13a-15.
      Based upon that  evaluation,  the Company's  Chief  Executive  Officer and
      Chief Financial Officer concluded that the Company's  disclosure  controls
      and procedures are effective in ensuring that  information  required to be
      disclosed by the Company in the reports that it files or submits under the
      Securities Exchange Act is recorded,  processed,  summarized and reported,
      within the time periods specified in the SEC's rules and forms.

(b)   Changes in internal controls over financial reporting.  There have been no
      changes in the Company's  internal controls over financial  reporting that
      occurred  during the  Company's  last fiscal  quarter to which this report
      relates  that  have  materially  affected,  or are  reasonably  likely  to
      materially   affect,   the  Company's   internal  control  over  financial
      reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings against the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


                                      -20-
<PAGE>

ITEM 5. OTHER INFORMATION

Not applicable

ITEM 6. Exhibits and Reports on Form 8-K

Not applicable


                                      -21-
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                             PURCHASE POINT MEDIA CORPORATION


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

Dated: February 4, 2005


                                      -22-
<PAGE>

EXHIBIT INDEX

Exhibit 31.1 - Certification of the Chief Executive  Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 - Certification of the Chief Executive  Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.


                                      -23-