FORM 10-QSB/A
                                 AMENDMENT NO. 1

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

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

                  For the quarterly period ended March 31, 2000

                                       OR

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

        For the transition period from ____________ to _________________

                        Commission File Number 000-25385

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

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

                   141 FIFTH AVENUE, NEW YORK, NEW YORK 10010
                                 (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 August 31, 2000,  there were  11,863,312  shares of Common Stock, no
par value, outstanding.

<PAGE>

                        PURCHASE POINT MEDIA CORPORATION

                                      INDEX
<TABLE>
<CAPTION>

                                                                                        Page
<S>                                                                                   <C>
Part I.  Financial Information                                                             1

  Item 1.         Financial Statements

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

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

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

                  Notes to Financial Statements (unaudited)                             6 - 7

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

Part II. Other Information

  Item 1.         Legal Proceedings                                                         12

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

Signatures                                                                                  13

</TABLE>

<PAGE>

PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

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

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


                                       1
<PAGE>


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

                                     ASSETS

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

   Total Current Assets                 16,525              18,584

Equipment - net                          4,965               2,810

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

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


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

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

     Total Current Liabilities             880,582        804,454
                                       -----------    -----------

Stockholders' Deficiency:
  Preferred stock; no par value -
   authorized 50,000,000 shares;
   outstanding 2,000 shares, at
   redemption value                            170            170
  Common stock, no par value -
   authorized 100,000,000 shares;
   issued and outstanding 11,815,246
   and 11,375,000 shares                   498,134        260,497
  Additional paid in capital                77,674         23,104
  Deficit accumulated during
   development stage                    (1,409,321)    (1,039,672)
                                       -----------    -----------

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

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

                                        2

<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>


                                                                                             Period
                                                                                          June 28, 1996
                                                                                            (Date of
                                 Nine Months Ended              Three Months Ended          Formation)
                                     March 31,                      March 31,                through
                                     ---------                      ---------               March 31,
                               2000              1999          2000           1999            2000
                               ----              ----          ----           ----            ----
                                (Unaudited)                         (Unaudited)            (Unaudited)
<S>                            <C>           <C>           <C>             <C>             <C>
Costs and Expenses:

  General and administrative
   expenses                    $   268,083  $   318,719    $   103,292      $   93,309     $ 1,207,579
  Interest expense                  99,520       28,336         71,297           9,498         194,400
  Depreciation and
   amortization                      2,046        2,328            767             776           7,342
                                ----------   ----------     ----------      ----------      ----------

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

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

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

                                        3

<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                     Period
                                                                                  June 28, 1996
                                                                                    (Date of
                                                       Nine Months Ended           Formation)
                                                           March 31,                through
                                                      2000           1999        March 31, 2000
                                                      ----          ----         --------------
                                                          (Unaudited               (Unaudited)
<S>                                                 <C>          <C>               <C>

Cash flows from operating activities:
   Net (loss)                                       (369,649)    $  (349,383)      $(1,409,321)
   Adjustments to reconcile
    net (loss) to net cash
    (used in) operating
    activities:
    Depreciation and
     amortization                                      2,046           2,328             7,342
    Forgiveness of debt
     from related parties                               -               -              (25,000)
    Non cash compensation                              3,462            -               33,249
    Non cash interest expense                         54,570            -               54,570
Changes in operating assets and liabilities:
  (Increase) decrease in
  other assets                                        (1,500)         11,305            (6,643)
  Increase in accounts
   payable and accrued
   expenses                                           24,623          25,534           187,637
                                                  ----------      ----------        ----------

   Net Cash (Used in )
    Operating Activities                            (286,448)       (310,216)       (1,158,166)
                                                  ----------      ----------        ----------

Cash flows from investing activities:
  Purchase of equipment                               (2,791)           -               (5,913)
                                                  ----------      ----------        ----------

Cash flows from financing activities:
  Proceeds from related
   party                                              72,480         264,856           802,950
  Proceeds from borrowings                              -               -               46,903
  Proceeds from officer/
   stockholder                                       104,533          22,038           237,034
</TABLE>

                                        4
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                          Period
                                                                      June 28, 1996
                                                                         (Date of
                                           Nine Months Ended            Formation)
                                                March 31,                 through
                                          2000          1999           March 31, 2000
                                          ----          ----          --------------
                                              (Unaudited)              (Unaudited)
<S>                                   <C>               <C>             <C>
Payments to officer/
   stockholder                         (62,023)          (38,450)        (108,395)
  Payments to related parties          (63,485)         (207,558)        (304,047)
  Proceeds from sale of
   common stock                        237,637              -             489,634
  Deposit received for
   issuance of shares                     -              275,000              -
                                    ----------        ----------       ----------

   Net Cash Provided by
    Financing Activities               289,142           315,886        1,164,079
                                    ----------        ----------       ----------

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

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

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

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

Non-cash investing activities:
  Acquisition of business:

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

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

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


                                        5
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.   ORGANIZATION

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

2.   BASIS OF PRESENTATION

         The accompanying  consolidated  financial statements have been prepared
     on a going concern basis,  which contemplates the realization of assets and
     the  satisfaction  of  liabilities  in a normal  course  of  business.  The
     Company's  primary  planned  activities are the  development  and marketing
     needed  to  create,   produce  and  sell  advertising   space  to  national
     advertisers  to be displayed on grocery cart  displays.  At March 31, 2000,
     operations  had  not  yet  commenced  and  no  revenue  has  been  derived;
     accordingly,  the Company is  considered a  development  stage  enterprise.
     There is no  assurance  that the selling of  advertising  space to national
     advertisers will be developed or that the Company will achieve a profitable
     level of operation.

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

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

3.   EARNINGS (LOSS) PER SHARE

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

                                        6

<PAGE>

4.   SALE OF COMMON STOCK AND COMMON STOCK WARRANTS

         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 (the fair value at the date of the subscription  agreement)
     at .50 per share 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.  As of March 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  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.  As of March 31, 2000 the Company received $69,599
     and issued Quadrant 69,599 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.  For the nine months ended March 31, 2000
     and the period June 28, 1996 (Date of Formation) through March 31, 2000 the
     Company expensed interest charges to operations in the amount of $58,302.

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

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

         The Company's  quarterly and annual operating results are affected by a
     wide variety of factors that could materially and adversely affect revenues
     and profitability,  including competition from other suppliers;  changes in
     the regulatory and trade environment;  changes in consumer  preferences and
     spending habits; the inability to successfully manage growth;  seasonality;
     the ability to introduce and the timing of the introduction of new products
     and the  inability to obtain  adequate  supplies or materials at acceptable
     prices. As a result of these and other factors,  the Company may experience
     material  fluctuations in future operating results on a quarterly or annual
     basis, which could materially and adversely affect its business,  financial
     condition,  operating results, and stock price. Furthermore,  this document
     and other documents filed by the Company with the


                                        7
<PAGE>


       Securities  and  Exchange   Commission   (the  "SEC")   contain   certain
       forward-looking statements under the Private Securities Litigation Reform
       Act  of  1995  with  respect  to  the  business  of  the  Company.  These
       forward-looking   statements   are   subject   to   certain   risks   and
       uncertainties, including those mentioned above, and those detailed in the
       Company's  Annual Report on Form 10-KSB for the year ended June 30, 1999,
       which  may  cause  actual  results  to differ  significantly  from  these
       forward-looking  statements.  The Company  undertakes  no  obligation  to
       publicly  release the results of any  revisions to these  forward-looking
       statements,  which may be  necessary to reflect  events or  circumstances
       after the date  hereof or to  reflect  the  occurrence  of  unanticipated
       events.  An investment in the Company involves  various risks,  including
       those mentioned above and those,  which are detailed from time to time in
       the Company's SEC filings.

     Results of Operations

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

                              % Increase (Decrease) from Prior Period
                              ---------------------------------------
                              Nine Months Ended     Three Months Ended
                                March 31, 2000        March 31, 2000
                              compared with 1999    compared with 1999
                              ------------------    ------------------
General and administrative
     expense                           (18.89)%               9.66%
    Interest expense                    71.53%               86.68%
    Net (loss)                           5.48%               (1.17)%

         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,  thus  will not  impact  the  forecasted  financial
statements."

         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

                                        8

<PAGE>

performance.  As of this time PPMC has not secured this  financing nor can it be
assured  that PPMC will.  Even though PPMC has  limited  capital and  resources,
management  believes that because of the merits of the last word(R) they will be
able to secure the required financing. Currently PPMC is pursuing two avenues of
financing,  one is by  pre-selling ad space in the last word(R) and the other is
private  equity  capital.  Discussed  below  are some of the  reasons  that lead
management to believe they will be successful.

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

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

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

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

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

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

                                        9
<PAGE>

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

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

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

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


        The last word(R), Cart Rates

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

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

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

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

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


                                       10
<PAGE>

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

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

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

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

             Administration  will be handled in house by Mrs.  E.V. (EV) Arnold,
       CPA. Mrs. Arnold has over 20 years of experience in administration in the
       government,  private  and  public  sectors.  In June  of  2000 EV  Arnold
       notified  PPMC that for  personal  reasons she would not be able to carry
       out this  function.  Until a  replacement  is found these  duties will be
       handled  by  Roger  Jung.  Mr.  Jung  obtained  his  Master  in  Business
       Administration  and has been actively  involved in the business world for
       over thirty years.

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<PAGE>

             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.

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

             General and Administrative Expenses

             General and administrative expenses decreased from $318,719 for the
       nine months  ended March 31, 1999 to $268,083  for the nine months  ended
       March 31,  2000.  The Company  attributes  this  decrease  primarily to a
       decrease in sales  related  expenses  offset,  in part,  by  increases in
       consulting fees, rent expense and telephone during the nine-month period.

             Interest Expense

             Interest  expense  increased from $28,336 for the nine months ended
       March 31, 1999 to $99,520 for the nine months ended March 31,  2000.  The
       Company  attributes the increase  primarily to the increase in borrowings
       by the Company to meet  overhead  expenses  and the  valuation  of common
       stock warrants in connection with the sale of the Company's common stock.

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

             General and Administrative Expenses

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

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<PAGE>

             Interest Expense

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

             Debt Repayment

             PPMC's  current  operations  are  financed  by loans  from  related
       parties or sale of common stock. The current  liabilities of PPMC will be
       repaid by successfully securing financing.


PART II.  OTHER INFORMATION

             Item 1. Legal Proceedings

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

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

             Item 6. Exhibits and Reports on Form 8-K

             Other:  Due to health  reasons on June 30,  2000,  Mr.  Jack Hemmer
                     resigned as a director.

             (a)     Exhibits:

                     Exhibit 3.1 Certificate of Incorporation
                     Exhibit 27.1 Financial Data Schedule.


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


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<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:  August 30, 2000

                        PURCHASE POINT MEDIA CORPORATION

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

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