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 September 30, 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 September 30, 1999
              (unaudited) and June 30, 1999                                  2

             Statements  of  Operations  and for  the  three  months  Ended
              September 30, 1999 and 1998  (unaudited)  and the Period June
              28, 1996 (Date of Formation) through September 30, 1999        3

             Statements of Cash Flows   for the Three
              Months Ended September 30, 1999 and
              1998 (unaudited) and the Period June
              28, 1996 (Date of Formation) through September 30, 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 - 9

Part II. Other Information

  Item 1.         Legal Proceedings                                          9

  Item 6.         Exhibits and Report on Form 8-K                            9

Signatures                                                                  10

<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 three months ended September
30, 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

                                           September 30,            June 30,
                                               1999                   1999
                                          -------------           ----------
                                            Unaudited)
<S>                                       <C>                     <C>
Current Assets:
  Cash                                     $   3,024             $        97
  Prepaid expenses                            17,333                  18,487
                                           ---------              ----------

     Total Current Assets                     20,357                  18,584

Equipment - net                                2,654                   2,810

Patents and trademarks - net                  26,689                  27,159
                                           ---------              ----------

     TOTAL ASSETS                         $   49,700             $    48,553
                                           =========              ==========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
  Notes payable                            $   46,903            $    46,903
  Accounts payable and
   accrued expenses                           164,123                163,014
  Due to officer/shareholder                  113,344                 86,130
  Due to related parties                      527,141                508,407
                                            ---------             ----------

     Total Current Liabilities                851,511                804,454
                                            ---------             ----------

Long-term debt                                 35,500                     --
                                            ---------             ----------

     Total Liabilities                        887,011                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                       (1,121,082)            (1,039,672)
                                           ----------             ----------

     Total Stockholders' Deficiency          (837,311)              (755,901)
                                           ----------             ----------

     TOTAL LIABILITIES AND
      STOCKHOLDERS' DEFICIENCY            $    49,700            $    48,553
                                           ==========             ==========

</TABLE>

                                        2


<PAGE>



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

<TABLE>
<CAPTION>
                                                                                          Period
                                                                                        June 28, 1996
                                                                                          (Date of
                                                           Three Months Ended            Formation)
                                                              September 30,               through
                                                              -------------             September 30,
                                                      1999                1998               1999
                                                     ------               ------        -------------
                                                            (Unaudited)                  (Unaudited)
<S>                                                  <C>                  <C>           <C>
Costs and Expenses:
  General and administrative
   expenses                                          $   67,815           $  140,811      $1,007,311
  Interest expense                                       12,969                9,304         107,849
  Depreciation and
   amortization                                             626                  776           5,922
                                                      ----------           ----------      ---------
Net loss                                              $   81,410           $  150,891      $1,121,082
                                                      ==========           ==========      =========
Loss per common share -
  basic and diluted                                  $      .01           $      .01      $       --
                                                      ==========           ==========      =========
Weighted average number of
  common shares and
  equivalents outstanding
  - basic and diluted                                 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
                                                      Three Months Ended           (Date of
                                                         September 30,             Formation)
                                                     -------------------             through
                                                     1999          1998        September 30, 1999
                                                    ------        ------      -------------------
                                                         (Unaudited)              (Unaudited)
<S>                                                 <C>           <C>          <C>
Cash flows from operating activities:

   Net (loss)                                       (81,410)      (150,891)    $ (1,121,082)
   Adjustments to reconcile
    net (loss) to net cash
    (used in) operating
    activities:
    Depreciation and
     amortization                                       626            775            5,922
   Forgiveness of debt
    from related parties                                 --             --          (25,000)
   Non cash compensation                              1,154             --           30,941
Changes in operating assets and liabilities:

  (Increase) decrease in
   other assets                                          --             --           (5,143)

  Increase in accounts
   payable and accrued
   expenses                                           1,109          2,536          164,123
                                                    -------       --------         --------

  Net Cash (Used in )
   Operating Activities                             (78,521)      (147,580)        (950,239)
                                                    -------       --------         --------

Cash flows from investing activities:

  Purchase of equipment                                  --             --           (3,122)
                                                    -------       --------         --------

Cash flows from financing activities:

  Proceeds from related
   party                                             37,704         78,592          768,173
  Proceeds from note                                 35,500                          82,403
  Proceeds from officer/
   stockholder                                       30,684          4,038          163,185

</TABLE>


                                        4


<PAGE>


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

                                                                     June 28, 1996
                                       Three Months Ended               (Date of
                                          September 30,                 Formation)
                                     ------------------------            through
                                      1999              1998       September 30, 1999
                                     ------            ------     -------------------
                                           (Unaudited)                (Unaudited)
<S>                                  <C>               <C>        <C>
  Payments to officer/
   stockholder                        (4,840)               --         (51,211)
  Payments to related parties        (17,600)          (48,500)       (258,162)
  Proceeds from sale of
   common stock                           --                --         251,997
  Deposit received for
   issuance of shares                     --           120,000              --
                                     -------           -------        --------
     Net Cash Provided by
      Financing Activities            81,448           154,130         956,385
                                     -------           -------        --------

Net increase (decrease)
  in cash                              2,927             6,550           3,024

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

Cash - end of period                 $ 3,024          $  6,550        $  3,024
                                      ======           =======         =======

Supplementary Information:
  Cash paid during the year
   for:
     Interest                        $   561          $    259         $
                                      ======           =======         =======
     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
                                      ======           =======          =======

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 September 30, 1999,  and the  consolidated
         statements  of  operations  and cash flows for the three  months  ended
         September  30, 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 September 30, 1998 financial  statements have been  reclassified to
         conform to September 30, 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
         September 30, 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>

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:

<TABLE>
<CAPTION>
<S>                                   <C>
                                      % Increase(Decrease) from Prior Period
                                                 Three months Ended
                                               September 30, 1999
                                                 compared with 1998

         General and administrative
          expense                                       (51.8)%
         Interest expense                                39.4
         Net (loss)                                     (46.1)

</TABLE>


                                        7

<PAGE>


             To finance operations, PPMC will attempt to pre-sell four of the 10
         ad spaces in "the last  word"(R) at  $6,308,000  each (an  aggregate of
         approximately  $25  million) for a period of one year  (representing  a
         substantial  discount).  There  can be no  assurance  that PPMC will be
         successful in doing so.

             For PPMC to  launch a  successful  advertisement  service  program,
         there must be eight areas of the business  staffed by competent  people
         to handle each of the areas.  In that PPMC does not have the  resources
         or expertise at this time, PPMC has elected to subcontract with parties
         that have either the expertise or  infrastructure  in place to initiate
         and  sustain  a  successful   operation.   The  eight  areas  are;  (1)
         manufacturing   "the  last  word"(R),   (2)   marketing,   (3)  selling
         advertising,  (4) selling stores on the program,  (5)  installing  "the
         last word"(R) (6) printing the advertisement  inserts,  (7) maintenance
         and  changing  inserts  and  (8)  administration.  The  above  will  be
         subcontracted out with the exception of administration.

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

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

             Advertising  sales and chain  store  operations  will be handled by
         Last Word  Management.  John Hall and Dal Brickenden have over 50 years
         of experience  in selling and managing  advertising  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 shipped to ITG's people
         at the store level.  The printing  company  thereafter will ship the ad
         inserts directly to ITG's people at the store level.

                                        8


<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

             See Item 3 of the  Company's  Annual  Report on Form 10-KSB for the
         year ended June 30, 1999.

             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 September 30, 1999.

                                        9


<PAGE>




                                   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:  February ___, 2000

                                    PURCHASE POINT MEDIA CORPORATION

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

                                       10