FORM 10-QSB/A

                       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, 1999

                                       OR

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

     For the transition period from ............. to ..............

              Commission File Number  000-25385


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

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

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


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

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

YES    X         NO
     -----           -----

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

         At February 15, 2000, there were 11,409,577  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, 1999
              (unaudited) and June 30, 1999                                 2

             Statements of Operations and for the
              Six and Three Months Ended December
              31, 1999 and 1998 (unaudited) and
              the Period June 28, 1996 (Date of
              Formation) through December 31, 1999                          3

             Statements of Cash Flows for the Six
              Months Ended December 31, 1999 and
              1998 (unaudited) and the Period June
              28, 1996 (Date of Formation) through
              December 31, 1999                                           4 - 5

             Notes to Financial Statements (unaudited)                      6

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

Part II.     Other Information

  Item 1.    Legal Proceedings                                             12

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

Signatures                                                                 13


<PAGE>


PART I.  Financial Information

     Item 1.  Financial Statements

         Certain information and footnote  disclosures  required under generally
accepted accounting principles have been condensed or omitted from the following
financial statements pursuant to the rules and regulations of the Securities and
Exchange Commission.  It is suggested that the following  consolidated 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 six months ended  December 31, 1999,
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

<TABLE>
<CAPTION>

                                     ASSETS

                                                                                          December 31,        June 30,
                                                                                             1999               1999
                                                                                          ------------        --------
                                                                                          (Unaudited)
<S>                                                                                       <C>            <C>
Current Assets:
  Cash ................................................................................   $      --      $        97
  Prepaid expenses ....................................................................        16,179         18,487
                                                                                          -----------    -----------

     Total Current Assets .............................................................        16,179         18,584

Equipment - net .......................................................................         4,101          2,810

Patents and trademarks - net ..........................................................        26,219         27,159
                                                                                          -----------    -----------

     TOTAL ASSETS .....................................................................   $    46,499    $    48,553
                                                                                          ===========    ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
  Notes payable .......................................................................   $    46,903    $    46,903
  Accounts payable and
   accrued expenses ...................................................................       183,095        163,014
  Due to officer/shareholder ..........................................................       115,770         86,130
  Due to related parties ..............................................................       519,370        508,407
                                                                                          -----------    -----------

     Total Current Liabilities ........................................................       865,138        804,454
                                                                                          -----------    -----------

Long-term debt ........................................................................       131,555           --
                                                                                          -----------    -----------

     Total Liabilities ................................................................       996,693        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 11,409,577
   and 11,375,000 shares ..............................................................       260,497        260,497
  Additional paid in capital ..........................................................        23,104         23,104
  Deficit accumulated during
   development stage ..................................................................    (1,233,965)    (1,039,672)
                                                                                          -----------    -----------

     Total Stockholders' Deficiency ...................................................      (950,194)      (755,901)
                                                                                          -----------    -----------

     TOTAL LIABILITIES AND
      STOCKHOLDERS' DEFICIENCY ........................................................   $    46,499    $    48,553
                                                                                          ===========    ===========

</TABLE>

                                                                   2

<PAGE>


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

<TABLE>
<CAPTION>


                                                                                                                    Period
                                                                                                                 June 28, 1996
                                                                                                                    (Date of
                                                Six Months Ended                    Three Months Ended             Formation)
                                                  December 31,                         December 31,                  through
                                                  ------------                         ------------                December 31,
                                              1999            1998                1999              1998              1999
                                            --------        --------             ------            ------           --------
                                                    (Unaudited)                         (Unaudited)                (Unaudited)
<S>                                        <C>                <C>              <C>               <C>               <C>
Costs and Expenses:
  General and administrative
   expenses ........................       $   164,791       $   225,410       $    96,976       $    84,599       $ 1,104,287
  Interest expense .................            28,223            18,838            15,254             9,534           123,103
  Depreciation and
   amortization ....................             1,279             1,552               653               779             6,575
                                           -----------       -----------       -----------       -----------       -----------

Net loss ...........................       $   194,293       $   245,800       $   112,883       $    94,912       $ 1,233,965
                                           ===========       ===========       ===========       ===========       ===========

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

Weighted average number of
  common shares and
  equivalents outstanding
  - basic and diluted ..............        11,409,571        11,375,000        11,409,571        11,375,000              --
                                           ===========       ===========       ===========       ===========       ===========


</TABLE>




                                                                   3


<PAGE>


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

<TABLE>
<CAPTION>

                                                                                                                  Period
                                                                                                               June 28, 1996
                                                                               Six Months Ended                   Date of
                                                                                 December 31,                    Formation)
                                                                                 ------------                     through
                                                                          1999                  1998          December 31, 1999
                                                                         ------                ------         ------------------
                                                                                 (Unaudited)                      (Unaudited)
<S>                                                                  <C>                   <C>                   <C>
Cash flows from operating activities:
   Net (loss) .................................................      $  (194,293)          $  (245,800)          $(1,233,965)
   Adjustments to reconcile
    net (loss) to net cash
    (used in) operating
    activities:
    Depreciation and
     amortization .............................................            1,279                 1,552                 6,575
   Forgiveness of debt
    from related parties ......................................             --                    --                 (25,000)
   Non cash compensation ......................................            2,308                11,305                32,095
Changes in operating assets and liabilities:
  (Increase) decrease in
  other assets ................................................             --                    --                  (5,143)
  Increase in accounts
   payable and accrued
   expenses ...................................................           20,081                20,539               183,095
                                                                     -----------           -----------           -----------

  Net Cash (Used in)
   Operating Activities .......................................         (170,625)             (212,404)           (1,042,343)
                                                                     -----------           -----------           -----------

Cash flows from investing activities:
  Purchase of equipment .......................................           (1,630)                 --                  (4,752)
                                                                     -----------           -----------           -----------

Cash flows from financing activities:
  Proceeds from related
   party ......................................................           56,762               168,348               787,231
  Proceeds from borrowings ....................................          131,555                  --                 178,458
  Proceeds from officer/
   stockholder ................................................           57,063                 4,038               189,564

</TABLE>

                                                                   4


<PAGE>



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

<TABLE>
<CAPTION>

                                                                                                             Period
                                                                                                         June 28, 1996
                                                                         Six Months Ended                   Date of
                                                                           December 31,                    Formation)
                                                                           ------------                     through
                                                                    1999                  1998          December 31, 1999
                                                                   ------                ------         ------------------
                                                                           (Unaudited)                      (Unaudited)
<S>                                                            <C>                   <C>                     <C>
  Payments to officer/
   stockholder ....................................                (27,424)                 (15,396)          (73,795)
  Payments to related parties .....................                (45,798)                (125,259)         (286,360)
  Proceeds from sale of
   common stock ...................................                   --                       --             251,997
  Deposit received for
   issuance of shares .............................                   --                    182,000              --
                                                               -----------              -----------       -----------
     Net Cash Provided by
      Financing Activities ........................                172,158                  213,731         1,047,095
                                                               -----------              -----------       -----------

Net increase (decrease)
  in cash .........................................                    (97)                   1,327              --

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


Cash - end of period ..............................            $      --                $     1,327       $      --
                                                               ===========              ===========       ===========

Supplementary Information:
  Cash paid during the year
   for:
     Interest .....................................            $       667              $       551       $     1,700
                                                               ===========              ===========       ===========
     Income taxes .................................            $      --                $      --         $      --
                                                               ===========              ===========       ===========

Non-cash investing activities:
  Acquisition of business

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

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

Issuance of warrants in
 connection with the sale
 of common stock ..................................            $      --                $      --         $    23,104
                                                               ===========              ===========       ===========




</TABLE>


                                        5


<PAGE>



                        PURCHASE POINT MEDIA CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.     ORGANIZATION

          The  balance  sheet as of  December  31,  1999,  and the  consolidated
       statements of operations and cash flows for the six months ended December
       31, 1999 and 1998 have been prepared by 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 comprehensive income (loss) and cash
       flows for all  periods  presented  have been made.  Certain  items in the
       December 31, 1998 financial  statements have been reclassified to conform
       to December 31, 1999  classifications.  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
       December 31, 1999,  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  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.       DEBT

             The Company  entered into an agreement with Vintage  International,
         Inc.  ("Vintage")  whereby the Company  would borrow from Vintage up to
         $1,000,000. Vintage, at its option, may convert the balance of the loan
         wholly or in part,  at any time,  to common stock of the Company at the
         exercise  price  of $.50  per  share,  the  fair  market  value  of the
         Company's  common stock. As of December 31, 1999, the Company  received
         $131,555.

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

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

         Results of Operations

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

                                      % Increase (Decrease) from Prior Period
                                      ---------------------------------------
                                       Six Months Ended       Three Months Ended
                                       December 31, 1999      December 31, 1999
                                       compared with 1998     compared with 1998
                                       ------------------     ------------------

General and administrative
 expense .........................          (26.9)%                  14.6%
Interest expense .................           49.8                    66.0
Net (loss) .......................          (21.0)                  (16.2)



                                        7


<PAGE>


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

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

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

             PPMC has completed  putting  together  sales tools for sales people
         who are now  attempting to persuade  chain store to rent space on their
         shopping carts to PPMC. PPMC has also completed  putting together media
         kits for sales people in order for them to try and persuade advertisers
         to purchase or commit in advance  for,  four of the 10 ad spaces in the
         last word(R) for a period of one year.  To make it more  attractive  to
         advertisers  to do so,  PPMC is  offering  the spaces at a  substantial
         discount.  Should PPMC be successful in this  approach,  PPMC will have
         more than sufficient capital to start operations. As of January 1, 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.  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

                                        8

<PAGE>

         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

<TABLE>
<CAPTION>

                                                                                  100%                   8.3%
                                                                                  ----                   ----
         <S>                                                                    <C>                     <C>
         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

</TABLE>

             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):

<TABLE>
<CAPTION>


                                                       SS 100%                                          TLW 100%
                                                       -------                                          --------
             <S>                                       <C>                                              <C>
             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.

</TABLE>


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

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

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

             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.

                                        9

<PAGE>


             Advertising  sales and chain  store  operations  will be handled by
         Last Word  Management.  John Hall Dal  Brickenden  and Clete Thill have
         over 50 years of  experience  in selling and managing  advertising  and
         retail operations.  LWM's responsibilities will include selling the ads
         that go into the last word(R), installation and maintenance of the last
         word(R) and the changing of the ad inserts.

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

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

             The primary administrative  function will be to monitor,  evaluate,
         supervise  and  direct the  subcontractors.  The last  word(R)  will be
         warehoused at a distribution  center where the first ad inserts will be
         inserted into the last word(R) prior to being sent to the installers.

             On  September  15, 1998,  PPMC entered into an agreement  with ITG,
         LLC, an Oregon Limited liability company.  The essence of the agreement
         was that ITG,  on behalf of PPMC,  would rent space on  shopping  carts
         from grocery  stores,  install and maintain the last word(R) and change
         the ad inserts. Subsequently, ITG notified PPMC that they were changing
         their method of operations  and that they had concerns about being able
         to fulfill their end of the agreement. A condition in the agreement for
         it to become  effective,  was for PPMC to make a first  payment to ITG,
         PPMC  notified  ITG  that  PPMC was not  going  to make the said  first
         payment  to  ITG.  The  President  of ITG  was  most  co-operative  and
         mentioned  another party that he believed could handle their end of the
         agreement. Representatives of Last Word Management met with this party,
         but no agreement was reached.  Subsequently,  PPMC amended the contract
         with Last Word  Management  wherein the  responsibilities  that ITG had
         undertaken, were taken over by Last Word Management.

         Six Months Ended December 31, 1999 compared to
             Six Months Ended December 31, 1998

             General and Administrative Expenses

             General and administrative expenses decreased from $225,410 for the
         six months ended December 31, 1998 to $164,751 for the six months ended
         December 31, 1999. The Company  attributes this decrease primarily to a
         decrease in consulting and sales related  expenses during the six month
         period.

             Interest Expense

             Interest  expense  increased  from $18,838 for the six months ended
         December  31, 1998 to $20,223  for the six months  ended  December  31,
         1999. The Company  attributes the increase primarily to the increase in
         borrowings by the Company to meet overhead expenses.



                                       10
<PAGE>


         Three Months Ended December 31, 1999 compared to
             Three Months Ended December 31, 1998

             General and Administrative Expenses

             General and administrative  expenses increased from $84,555 for the
         three  months  ended  December 31, 1998 to $96,796 for the three months
         ended December 31, 1999. The Company attributes this increase primarily
         to an increase in  professional  fees offset,  in part, by decreases in
         consulting and sales related expenses.

             Interest Expense

             Interest  expense  increased from $9,534 for the three months ended
         December 31, 1998 to $15,254 for the three  months  ended  December 31,
         1999 due to the reasons outlined in the six month analysis.



























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<PAGE>



         Year 2000

             The Year 2000  problem is the  result of  computer  programs  being
         written  using two digits  (rather than four) to define the  applicable
         years. Any of the Company's programs that have time-sensitive  software
         may  recognize  a date using "00" as the year 1900 rather than the year
         2000, which could result in miscalculations or system failures.

             The  Company  has  conducted  a review to  identify,  evaluate  and
         implement  changes to computer  systems and  applications  necessary to
         achieve a year  2000 date  conversion  with no effect on  customers  or
         disruption   to  business   operations.   The  Company   will  also  be
         communicating  with suppliers,  financial  institutions and others with
         which it conducts  business to coordinate  year 2000  conversions.  The
         total cost of compliance and its effect on the Company's future results
         of operations  will be  determined as a part of this project.  Based on
         initial  review,  the total  cost is not  expected  to have a  material
         effect on the Company's results of operations or financial  statements.
         However,  there can be no assurance that the systems of other companies
         on which the  Company  may rely will be timely  converted  or that such
         failure to convert by another  company would not have an adverse effect
         on the Company's systems.

PART II.   Other Information

             Item 1.   Legal Proceedings

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

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

             Item 6.   Exhibits and Reports on Form 8-K

             (a)  Exhibits: Exhibit 27.1 Financial Data Schedule.

             (b)  There  were no  Current  Reports  on  Form  8-K  filed  by the
         registrant during the quarter ended December 31, 1999.









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                                   SIGNATURES

     In accordance  with Section 12 of the Securities  Exchange Act of 1934, the
registrant caused this registration  statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:  March 20, 2000

                                      PURCHASE POINT MEDIA CORPORATION

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






















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