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 March 31, 2001

                                       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 May 10, 2001 there were 11,960,450 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 March 31,
                   2001 (unaudited) and June 30, 2000                    2

                  Statements of Operations for the
                   Nine and Three Months Ended March 31,
                   2001 and 2000 (unaudited) and
                   the Period June 28, 1996 (Date of
                   Formation) through March 31, 2001                     3

                  Statements of Cash Flows for the Nine
                   Months Ended March 31, 2001 and
                   2000 (unaudited) and the Period June
                   28, 1996 (Date of Formation) through
                   March 31, 2001                                      4 - 5

                  Notes to Financial Statements (unaudited)            6 - 7

  Item 2.         Management's Discussion and Analysis
                   or Plan of Operations                               8 - 12

Part II. Other Information

  Item 6.         Exhibits and Reports on Form 8-K                      13

Signatures                                                              14



<PAGE>



PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements

                  Certain information and footnote disclosures required under
         generally accepted accounting principles have been condensed or omitted
         from the following financial statements pursuant to the rules and
         regulations of the Securities and Exchange Commission. It is suggested
         that the following financial statements be read in conjunction with the
         year-end financial statements and notes thereto included in the
         Company's Annual Report on Form 10-KSB for the year ended June 30,
         2000.

                  The results of operations for the nine months ended March 31,
         2001, 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>

                                                                                         March 31,           June 30,
                                                                                           2001                2000
                                                                                        -----------         -----------
<S>                                                                                     <C>                <C>
                                                                                        (Unaudited)
                                                       ASSETS

Current Assets:
 Cash                                                                                   $       327         $       436
                                                                                        -----------         -----------

Equipment-net of accumulated depreciation
 of $3,317 and $1,550                                                                         7,996               7,694
                                                                                        -----------         -----------

Other Assets:
 Patents and trademarks-net of accumulated
  amortization of $8,274 and $6,864                                                          23,269              25,279
 Prepaid expenses                                                                            11,008              13,870
                                                                                        -----------         -----------
  Total Other Assets                                                                         34,277              39,149
                                                                                        -----------         -----------

   TOTAL ASSETS                                                                         $    42,600         $    47,279
                                                                                        ===========         ===========

                                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
 Note payable/shareholder                                                               $    46,903         $    46,903
 Accounts  payable and accrued expenses                                                     210,386             209,775
 Due to officer/shareholder                                                                 155,414             128,142
 Note payable to related party                                                              374,285             532,412
 Due to related party                                                                       221,581                  --
                                                                                        -----------         -----------
  Total Current Liabilities                                                               1,008,569             917,232
                                                                                        -----------         -----------

Stockholders' Deficiency:
 Preferred stock; no par value-authorized
  50,000,000 shares; outstanding 2,000
  shares, at redemption value                                                                   170                 170
 Common stock, no par value-authorized
  100,000,000 shares; outstanding 11,960,450
  and 11,863,312 shares                                                                     643,338             546,200
 Additional paid-in capital                                                                 194,343             106,842
 Deficit accumulated during development stage                                            (1,803,820)         (1,523,165)
                                                                                        -----------         -----------
  Total Stockholders' Deficiency                                                           (965,969)           (869,953)
                                                                                        -----------         -----------

   TOTAL LIABILITIES AND
    STOCKHOLDERS' DEFICIENCY                                                            $    42,600         $    47,279
                                                                                        ===========         ===========

</TABLE>


                       See notes to financial statements.

                                       2

<PAGE>

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

<TABLE>

                                                                                                                 Period
                                                      Nine Months Ended             Three Months Ended        June 28, 1996
                                                           March 31,                     March 31,         (Date of Formation)
                                                  --------------------------------------------------------      through
                                                      2001           2000           2001           2000      March 31, 2001
                                                  -----------    -----------    -----------    -----------   --------------
<S>                                               <C>            <C>            <C>            <C>            <C>
                                                          (Unaudited)                  (Unaudited)

Costs and Expenses:
      General and administrative expenses         $   145,607    $   268,083    $    43,593    $   103,292    $ 1,426,626
      Interest expense                                131,871         99,520         42,823         71,297        365,603
      Depreciation and amortization                     3,177          2,046          1,059            767         11,591
                                                  -----------    -----------    -----------    -----------    -----------

Net loss                                          $   280,655    $   369,649    $    87,475    $   175,356    $ 1,803,820
                                                  ===========    ===========    ===========    ===========    ===========

Loss per common share-basic and diluted           $      0.02    $      0.03    $      0.01    $      0.02    $        --
                                                  ===========    ===========    ===========    ===========    ===========

Weighted average number of common shares and
      equivalents outstanding-basic and
      diluted                                      11,666,858     11,597,559     11,939,951     11,597,559             --
                                                  ===========    ===========    ===========    ===========    ===========

</TABLE>

                       See notes to financial statements.

                                       3

<PAGE>

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

<TABLE>

                                                                                                                      Period
                                                                                Nine Months Ended                 June 28, 1996
                                                                                     March 31,                 (Date of Formation)
                                                                       ------------------------------------          through
                                                                           2001                     2000          March 31, 2001
                                                                       ------------             -----------       --------------
<S>                                                                     <C>                     <C>                 <C>
                                                                                    (Unaudited)
Cash flows from operating activities:
 Net (loss)                                                             $  (280,655)            $  (369,649)        $(1,803,820)
 Adjustments to reconcile net (loss)
  to net cash (used in) operating
  activities:
   Depreciation and amortization                                              3,177                   2,046              11,591
   Forgiveness of debt from related
    parties                                                                      --                      --             (25,000)
   Non-cash compensation                                                         --                   3,462              25,000
   Non-cash interest expense                                                 90,963                  54,570             184,105
 Changes in operating assets and
  liabilities:
   (Increase) in other assets                                                    --                  (1,500)             (5,143)
   (Decrease) increase in accounts
    payable and accrued expenses                                                611                  24,623             210,386
                                                                        -----------             -----------         -----------

      Net Cash (Used in) Operating
      Activities                                                           (185,904)               (286,448)         (1,402,881)
                                                                        -----------             -----------         -----------

Cash flows from investing activities:
 Purchase of equipment                                                       (2,069)                 (2,791)            (11,314)
                                                                        -----------             -----------         -----------

Cash flows from financing activities:
 Proceeds from related party                                                255,679                  72,480           1,079,241
 Proceeds from note                                                              --                      --              46,903
 Proceeds from officer/stockholder                                           81,000                 104,533             344,534
 Payments to officer/stockholder                                            (53,728)                (62,023)           (189,120)
 Payments to related parties                                               (192,225)                (63,485)           (501,874)
 Proceeds from sale of common stock                                          97,138                 237,637             634,838
                                                                        -----------             -----------         -----------

   Net Cash Provided by Financing
    Activities                                                              187,864                 289,142           1,414,522
                                                                        -----------             -----------         -----------

</TABLE>


                       See notes to financial statements.

                                       4

<PAGE>

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

<TABLE>

                                                                                                               Period
                                                                                Nine Months Ended           June 28, 1996
                                                                                    March 31,             (Date of Formation)
                                                                         ------------------------------         through
                                                                            2001                 2000        March 31, 2001
                                                                         ----------         -----------      --------------
<S>                                                                      <C>                <C>              <C>
                                                                                  (Unaudited)

Net increase (decrease) in cash                                                (109)                (97)             327

Cash - beginning of period                                                      436                  97               --
                                                                         ----------         -----------         --------

Cash - end of period                                                     $      327         $        --         $    327
                                                                         ==========         ===========         ========

Supplementary Information:
         Cash paid during the year for:
                   Interest                                              $    1,040         $     3,904         $  6,845
                                                                         ==========         ===========         ========
                   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         $165,777
                                                                         ==========         ===========         ========

</TABLE>

                       See notes to financial statements.

                                       5

<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

1.  ORGANIZATION

        The balance sheet as of March 31, 2001, and the statements of operations
       and cash flows for the nine months ended March 31, 2001 and 2000 have
       been prepared by Purchase Point Media Corporation ("PPMC" or the
       "Company") and are unaudited. In the opinion of management, all
       adjustments (consisting of normal recurring adjustments) necessary to
       present fairly the financial position, results of operations and cash
       flows for all periods presented have been made. The information for June
       30, 2000 was derived from audited financial statements.

2.  BASIS OF PRESENTATION

        The accompanying financial statements have been prepared on a going
       concern basis, which contemplates the realization of assets and the
       satisfaction of liabilities in the normal course of business. The
       Company's primary planned activities are the development and marketing
       needed to create, produce and sell advertising space to national
       advertisers to be displayed on grocery cart displays. At March 31,2001,
       operations had not yet commenced and no revenue has been derived;
       accordingly, the Company is considered a development stage enterprise.
       There is no assurance that the selling of advertising space to national
       advertisers will be developed or that the Company will achieve a
       profitable level of operation.

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

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

3.  LOSS PER SHARE

        Basic loss per common share is computed using the weighted average
       number of common shares outstanding during the period. Diluted earnings
       per common share are computed using the weighted average number of common
       shares and potential common shares outstanding during the period. During
       the nine months ended March 31, 2001 and 2000, potential common shares
       were not used in the computation of diluted loss per common share as
       their effect would be antidilutive.

                                        6


<PAGE>


4.  SALE OF COMMON STOCK AND COMMON STOCK WARRANTS

    A)   On September 1, 1999 the Company entered into an agreement with Vintage
         International Corp. ("Vintage"). Vintage subscribed for 500 units of
         the Company's common stock, each unit consisting of one thousand shares
         of common stock at $.50 per share (the fair value at the date of the
         subscription agreement) and one redeemable common stock purchase
         warrant. The warrant is exercisable at $.50 per share expiring August
         31, 2004. Vintage shall have 180 days from the date above to provide
         the Company with the proceeds of the subscription funds unless extended
         an additional 180 days by the Company. On September 1, 2000 the Company
         extended the agreement to February 28, 2001. As of March 31, 2001 the
         Company received $168,038 and issued Vintage 336,076 shares of the
         Company's common stock.

    B)   On February 1, 2000 the Company entered into an agreement with Quadrant
         Financial Inc. ("Quadrant"). Quadrant subscribed for 500 units of the
         Company's common stock, each unit consisting of one thousand shares of
         common stock at $1.00 per share (the fair value at the date of the
         subscription agreement) and one redeemable common stock purchase
         warrant. The warrant is exercisable at $1.00 per share expiring January
         31, 2005. Quadrant had 180 days from the date above to provide the
         Company with the proceeds of the subscription funds, which was extended
         an additional 180 days by the Company. As of March 31, 2001 the Company
         received $188,717 and issued Quadrant 188,717 shares of the Company's
         common stock.

         The Company has adopted the disclosure-only provision of Statement of
         Financial Accounting Standards No. 123 "Accounting for Stock-Based
         Compensation" (SFAS No. 123). The Company valued the warrants issued to
         non-employees based on the fair value at the grant dates consistent
         with the provisions of SFAS No. 123. The Company will expense the value
         of the warrants over five years. For the nine months ended March 31,
         2001 and the period June 28, 1996 (Date of Formation) through March 31,
         2001 the Company expensed interest charges to operations in the amount
         of $87,503 and $180,475, respectively.

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

                                        7

<PAGE>

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

        The Company's quarterly and annual operating results are affected by a
       wide variety of factors that could materially and adversely affect
       revenues and profitability, including competition from other suppliers;
       changes in the regulatory and trade environment; changes in consumer
       preferences and spending habits; the inability to successfully manage
       growth; seasonality; the ability to introduce and the timing of the
       introduction of new products and the inability to obtain adequate
       supplies or materials at acceptable prices. As a result of these and
       other factors, the Company may experience material fluctuations in future
       operating results on a quarterly or annual basis, which could materially
       and adversely affect its business, financial condition, operating
       results, and stock price. Furthermore, this document and other documents
       filed by the Company with the Securities and Exchange Commission (the
       "SEC") contain certain forward-looking statements under the Private
       Securities Litigation Reform Act of 1995 with respect to the business of
       the Company. These forward-looking statements are subject to certain
       risks and uncertainties, including those mentioned above, and those
       detailed in the Company's Annual Report on Form 10-KSB for the year ended
       June 30, 2000, which may cause actual results to differ significantly
       from these forward-looking statements. The Company 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, 2001        March 31, 2001
                                        compared with 2000    compared with 2000
                                        ------------------    ------------------
    General and administrative
     expense                                 (84.11)%              (136.95)%
    Interest expense                          24.53 %               (66.49)%
    Net (loss)                               (31.71)%              (100.47)%

        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.

                                        8

<PAGE>


        In order to become an operating company, PPMC will have to be successful
       in securing financing of seven and a half million dollars ($7,500,000).
       There are two reasons for this, one is that in order to attract national
       advertisers PPMC will have to have under contract grocery stores that
       have combined sales of five billion dollars or more. The other reason is
       that chain stores require that PPMC have sufficient capital to sustain an
       ongoing operation thus assuring performance. As of this time PPMC has not
       secured this financing nor can it be assured that PPMC will. Even though
       PPMC has limited capital and resources, management believes that because
       of the merits of the last word(R) they will be able to secure the
       required financing. Currently PPMC is pursuing two avenues of financing,
       one is by pre-selling ad space in the last word(R) and the other is
       private equity capital. Discussed below are some of the reasons that lead
       management to believe they will be successful.

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

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

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

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

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

        News America Marketing-In-Store, Smart Source(R) Cart Rates. Per store
       space rates (cost per store including per store production cost) for
       1/12th (8.3%) of advertisers' ads on carts facing the shopper and 1/12th
       facing away from the shopper. Assuming that each store has 200 carts,
       they will have 17 carts that have an advertiser's ad facing the shopper
       and 17 that will be facing away from the shopper.

                                        9

<PAGE>

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

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

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

       The last word(R), Cart Rates
       ----------------------------

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

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

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

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

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

                                       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 January 23, 2001 PPMC has
       had one test injection mold made and manufactured three thousand copies
       of the last word(R). The final tools for mass production will be two
       double sided molds, one for the front face of the last word(R) and one
       for the back face (the back face is attached to the baby seat section of
       a shopping cart and the front face snaps onto and off of the back face
       for ease of changing the advertisement inserts). The last word(R) will be
       warehoused at a distribution center where the first ad inserts will be
       inserted into the last word(R) prior to being sent to the installers.
       Again, due to the high cost of mold manufacturing, actual preparation to
       manufacture the last word(R) will be dependent on acquiring satisfactory
       financing.

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

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

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

        Administration will be handled in house. On a temporary basis these
       duties are being handled by Roger Jung. Mr. Jung obtained his Master in
       Business Administration and has been actively involved in the business
       world for over thirty years.

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

                                       11

<PAGE>

        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, 2001 compared to
    --------------------------------------------
      Nine Months Ended March 31, 2000
      --------------------------------

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

        General and administrative expenses decreased from $268,083 for the nine
       months ended March 31, 2000 to $145,607 for the nine months ended March
       31, 2001. The Company attributes this decrease primarily to a decrease in
       consulting fees, telephone and advertising expense.

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

        Interest expense increased from $99,520 for the nine months ended March
       31, 2000 to $131,871 for the nine months ended March 31, 2001. 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, 2001 compared to
    ---------------------------------------------
      Three Months Ended March 31, 2000
      ---------------------------------

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

        General and administrative expenses decreased from $103,292 for the
       three months ended March 31, 2000 to $43,593 for the three months ended
       March 31, 2001. The Company attributes this decrease primarily to a
       decrease in consulting fees, telephone and advertising expense.

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

        Interest expense decreased from $71,297 for the three months ended March
       31, 2000 to $42,823 for the three months ended March 31, 2001. The
       Company attributes the decrease primarily to the decrease in borrowings
       by the Company to meet overhead expenses.

                                      12

<PAGE>


PART II.  OTHER INFORMATION

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

      (a)  Exhibits:

            None

      (b) There were no Current Reports on Form 8-K filed by the registrant
                     during the quarter ended March 31, 2001.






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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:  May 14, 2001

                                           PURCHASE POINT MEDIA CORPORATION

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






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