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, 2000

                                       OR

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

      For the transition period from ____________ to _________________

         Commission File Number  000-25385

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

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

                   141 FIFTH AVENUE, NEW YORK, NEW YORK 10010
                                 (888) 332-7774
             (Address and telephone number, including area code, of
                    registrant's principal executive office)

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

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

YES  X    NO
    ---      ---

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

      At October 31, 2000, there were 11,941,703  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,
                   2000 (unaudited) and June 30, 2000                 2

                  Statements of Operations for the
                   Three Months Ended September 30,
                   2000 and 1999 (unaudited) and
                   the Period June 28, 1996 (Date of
                   Formation) through September 30, 2000              3

                  Statements of Cash Flows for the Three
                   Months Ended September 30, 2000 and
                   1999 (unaudited) and the Period June
                   28, 1996 (Date of Formation) through
                   September 30, 2000                               4 - 5

                  Notes to Financial Statements (unaudited)         6 - 7

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

Part II. Other Information

  Item 1.         Legal Proceedings                                  13

  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 three months ended September
         30, 2000, are not necessarily  indicative of the results to be expected
         for the entire fiscal year or for any other period.

                                       -1-

<PAGE>

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

<TABLE>
<CAPTION>

                                                                                             September 30,              June 30,
                                                                                                  2000                    2000
<S>                                                                                           <C>                        <C>
                                                                                              (Unaudited)
                                                   ASSETS


Current Assets:
    Cash                                                                                       $       396              $       436
                                                                                               -----------              -----------
Equipment-net of accumulated depreciation
    of $2,139 and $1,550                                                                             9,174                    7,694
                                                                                               -----------              -----------

Other Assets:
    Patents and trademarks-net of accumulated
      amortization of $7,334 and $6,864                                                             24,209                   25,279
    Prepaid expenses                                                                                13,316                   13,870
                                                                                               -----------              -----------
      Total Other Assets                                                                            37,525                   39,149
                                                                                               -----------              -----------

        TOTAL ASSETS                                                                           $    47,095              $    47,279
                                                                                               ===========              ===========

                                 LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
    Note payable/shareholder                                                                   $    46,903              $    46,903
    Accounts  payable and accrued expenses                                                         185,314                  209,775
    Due to officer/shareholder                                                                     142,802                  128,142
    Note payable to related party                                                                  538,226                  532,412
                                                                                               -----------              -----------
      Total Current Liabilities                                                                    913,245                  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 11,932,355
      and 11,863,312 shares                                                                        615,243                  546,200
    Additional paid-in capital                                                                     136,008                  106,842
    Deficit accumulated during development stage                                                (1,617,571)              (1,523,165)
                                                                                               -----------              -----------
      Total Stockholders' Deficiency                                                              (866,150)                (869,953)
                                                                                               -----------              -----------

        TOTAL LIABILITIES AND
         STOCKHOLDERS' DEFICIENCY                                                              $    47,095              $    47,279
                                                                                               ===========              ===========

</TABLE>

                       See notes to financial statements.

                                       2

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                                             Period
                                                                                                          June 28, 1996
                                                                       Three Months Ended              (Date of Formation
                                                                          September 30,                     through
                                                                    2000                  1999         September 30, 2000)
                                                             ------------------       -----------      -------------------
                                                                 (Unaudited)
<S>                                                             <C>                   <C>                   <C>
Costs and Expenses:
    General and administrative expenses                         $    49,225           $    67,815           $ 1,330,244
    Interest expense                                                 44,122                12,969               277,854
    Depreciation and amortization                                     1,059                   626                 9,473
                                                                -----------           -----------           -----------

Net loss                                                        $    94,406           $    81,410           $ 1,617,571
                                                                ===========           ===========           ===========
Loss per common share-basic and diluted                         $      0.01           $      0.01           $        --
                                                                ===========           ===========           ===========

Weighted average number of common shares and
    equivalents outstanding-basic and diluted                    11,650,006            11,409,571                    --
                                                                ===========           ===========           ===========

</TABLE>

                       See notes to financial statements.
                                       3

<PAGE>

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

<TABLE>
<CAPTION>

                                                                                            Period
                                                        Three Months Ended              June 28, 1996
                                                           September 30,             (Date of Formation
                                                   ----------------------------           through
                                                      2000              1999         September 30, 2000)
                                                   ----------        ----------      -------------------
                                                           (Unaudited)
<S>                                                <C>               <C>                <C>

Cash flows from operating activities:
  Net (loss)                                       $ (94,406)        $ (81,410)         $ (1,617,571)
  Adjustments to reconcile net (loss)
   to net cash (used in) operating
   activities:
     Depreciation and amortization                     1,059               626                 9,473
     Forgiveness of debt from related
      parties                                             --                --               (25,000)
     Non-cash compensation                            30,320                --                25,000
     Non-cash interest expense                            --             1,154               123,462
  Changes in operating assets and
   liabilities:
     (Increase) in other assets                           --                --                (5,143)
     (Decrease) increase in accounts
      payable and accrued expenses                   (24,461)            1,109               185,314
                                                   ---------         ---------          ------------

            Net Cash (Used in) Operating
            Activities                               (87,488)          (78,521)           (1,304,465)
                                                   ---------         ---------          ------------

Cash flows from investing activities:
  Purchase of equipment                               (2,070)               --               (11,314)
                                                   ---------         ---------          ------------

Cash flows from financing activities:
  Proceeds from related party                         11,975            37,704               835,533
  Proceeds from note                                      --            35,500                46,903
  Proceeds from officer/stockholder                   27,000            30,684               290,534
  Payments to officer/stockholder                    (12,340)               --              (147,732)
  Payments to related parties                         (6,160)           (4,840)             (315,806)
  Proceeds from sale of common stock                  69,043           (17,600)              606,743
                                                   ---------         ---------          ------------

             Net Cash Provided by Financing
             Activities                               89,518            81,448             1,316,175
                                                   ---------         ---------          ------------

</TABLE>

                       See notes to financial statements.
                                       4

<PAGE>

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

<TABLE>
<CAPTION>

                                                                                            Period
                                                        Three Months Ended              June 28, 1996
                                                           September 30,             (Date of Formation
                                                   ----------------------------           through
                                                      2000              1999         September 30, 2000)
                                                   ----------        ----------      -------------------
                                                           (Unaudited)
<S>                                                <C>               <C>                <C>

Net increase (decrease) in cash                          (40)            2,927                   396

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

Cash - end of period                               $     396         $   3,024          $        396
                                                   =========         =========          ============

Supplementary Information:
 Cash paid during the year for:
  Interest                                         $     110         $     561          $      5,915
                                                   =========         =========          ============
  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                    $  29,168         $      --          $    136,010
                                                   =========         =========          ============

</TABLE>


                       See notes to financial statements.
                                       5

<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.  ORGANIZATION

       The balance  sheet as of  September  30,  2000,  and  the  statements  of
       operations  and cash flows for the three months ended  September 30, 2000
       and 1999 have been prepared by Purchase Point Media  Corporation  ("PPMC"
       or the "Company") and are  unaudited.  In the opinion of management,  all
       adjustments  (consisting of normal  recurring  adjustments)  necessary to
       present  fairly the financial  position,  results of operations  and cash
       flows for all periods  presented have been made. The information for June
       30, 2000 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 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 September 30,
       2000,  operations  had not yet commenced and no revenue has been derived;
       accordingly,  the Company is considered a development  stage  enterprise.
       There is no assurance that the selling of  advertising  space to national
       advertisers  will be  developed  or  that  the  Company  will  achieve  a
       profitable level of operation.

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

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

3.  LOSS PER SHARE

       Basic  (loss) per common  share are  computed by dividing net loss by the
       weighted average number of common shares  outstanding  during the period.
       Diluted  loss per common share are  computed  using the weighted  average
       number of common shares and potential  common shares  outstanding  during
       the period.  During the three months ended  September  30, 2000 and 1999,
       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  (the  fair  value  at the  date of the  subscription
         agreement) at $.50 per share and one  redeemable  common stock purchase
         warrant.  The warrant is exercisable at $.50 per share expiring  August
         31,  2004.  Vintage  shall have 180 days from the date above to provide
         the Company with the proceeds of the subscription funds unless extended
         an additional 180 days by the Company. On September 1, 2000 the Company
         extended the  agreement to February 28, 2001.  As of September 30, 2000
         the Company received  $168,038 and issued Vintage 336,076 shares of the
         Company's common stock.

    B)   On February 1, 2000 the Company entered into an agreement with Quadrant
         Financial Inc.  ("Quadrant").  Quadrant subscribed for 500 units of the
         Company's common stock,  each unit consisting of one thousand shares of
         common  stock at $1.00  per share  (the  fair  value at the date of the
         subscription  agreement)  and  one  redeemable  common  stock  purchase
         warrant. The warrant is exercisable at $1.00 per share expiring January
         31, 2005.  Quadrant  shall have 180 days from the date above to provide
         the Company with the proceeds of the subscription funds unless extended
         an  additional  180 days by the Company.  As of September  30, 2000 the
         Company  received  $186,708 and issued  Quadrant  186,708 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 three months ended  September
         30,  2000 and the  period  June 28,  1996 (Date of  Formation)  through
         September 30, 2000 the Company expensed  interest charges to operations
         in the amount of $29,168 and $122,140, respectively.

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

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

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

                                        7

<PAGE>

         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
                                                 Three Months Ended
                                                  September 30, 2000
                                                 compared with 1999
                                                 ------------------
General and administrative
     expense                                            (37.77) %
Interest expense                                          70.61 %
Net (loss)                                              (13.77) %

         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.

         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.

                                        8

<PAGE>


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

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

         PPMC has prepared detailed sales tools for approaching the chain stores
         to persuade them to rent space on their  shopping  carts to PPMC.  PPMC
         has also  completed  putting  together  media  kits to  promote  to the
         advertisers  to purchase,  or commit in advance for,  four of the 10 ad
         spaces in the last  word(R)  for a period of one year.  To make it more
         attractive  to  advertisers  to do so, PPMC is offering the spaces at a
         substantial  discount  (50% off PPMC's  posted rate of $2.25 cpm).  The
         sales effort is being  conducted by the  president of the Company,  and
         one other  salesperson.  Sales  costs  have  been kept to a minimum  by
         offering sales commissions to the salesperson on a successful  contract
         and keeping traveling costs to a minimum.  Should PPMC be successful in
         this  approach,  that is,  pre-selling of ads, PPMC will have more than
         sufficient capital to start operations. As of October 31, 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 advertiser's ad facing the
         shopper and 17 that will be facing away from the shopper.

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

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

         The last word(R) is on 100% of the carts. The Cart Rate 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).

                                        9

<PAGE>

         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.

         The last word(R) is  substantially  cheaper  compared  with the average
         cost per 1,000 projections for TV media 1995-96. A 30-second TV ad spot
         costs  $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. As of October 31, 2000
         PPMC has had one  test  injection  mold  made  and  manufactured  three
         thousand  copies  of  the  last  word(R).  The  final  tools  for  mass
         production  will be two double sided  molds,  one for the front face of
         the last  word(R)  and one for the back face (the back face is attached
         to the baby seat  section of a  shopping  cart and the front face snaps
         onto and off of the back face for ease of  changing  the  advertisement
         inserts).  The last word(R) will be warehoused at a distribution center
         where the first ad inserts will be inserted into the last word(R) prior
         to being sent to the  installers.  Again,  due to the high cost of mold
         manufacturing,  actual preparation to manufacture the last word(R) will
         be dependent on acquiring satisfactory financing.

                                       10

<PAGE>

         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.

         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.

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<PAGE>


    Three Months Ended September 30, 2000 compared to
     Three Months Ended September 30, 1999

     General and Administrative Expenses

         General and  administrative  expenses  decreased  from  $67,815 for the
         three months ended  September  30, 1999 to $49,225 for the three months
         ended  September  30,  2000.  The  Company   attributes  this  decrease
         primarily to a decrease in consulting  fees,  telephone and advertising
         expense.

     Interest Expense

         Interest  expense  increased  from  $12,969 for the three  months ended
         September 30, 1999 to $44,122 for the three months ended  September 30,
         2000. The Company  attributes the increase primarily to the increase in
         borrowings by the Company to meet  overhead  expenses and the valuation
         of common stock  warrants in connection  with the sale of the Company's
         common stock.

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<PAGE>

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
         judgment in Mr.  Bolton's favor would have an  insignificant  financial
         effect on PPMC. On July 17, 2000 Bolton dismissed this action.

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

      Item 6.   Exhibits and Reports on Form 8-K

      (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, 2000.

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<PAGE>



                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

Dated:  November 9, 2000

                  PURCHASE POINT MEDIA CORPORATION

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

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