FORM 10-QSB/A

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

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

        For the quarterly period ended 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

<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>
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 - 11

Part II.          Other Information

  Item 1.         Legal Proceedings                                                      11

  Item 6.         Exhibits and Report on Form 8-K                                        11

Signatures                                                                               12
</TABLE>


<PAGE>


PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Certain  information and footnote  disclosures  required under
generally accepted accounting principles have been condensed or omitted from the
following  financial  statements  pursuant to the rules and  regulations  of the
Securities  and  Exchange  Commission.   It  is  suggested  that  the  following
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>

4.   DEBT

     The Company  entered into an agreement  with  Vintage  International,  Inc.
("Vintage")  whereby the Company  would  borrow from  Vintage up to  $1,000,000.
Vintage,  at its option,  may convert the balance of the loan wholly or in part,
at any time,  to common stock of the Company at the  exercise  price of $.50 per
share,  the fair market value of the Company's common stock. As of September 30,
1999, the Company received $35,500.

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>
                                                                                 % Increase (Decrease) from Prior Period
                                                                                 ---------------------------------------
                                                                                           Three months Ended
                                                                                           September 30, 1999
                                                                                           compared with 1998
                                                                                           ------------------
<S>                                                                                             <C>
                  General and administrative
                   expense                                                                      (51.8)%
                  Interest expense                                                               39.4
                  Net (loss)                                                                    (46.1)
</TABLE>






                                        7
<PAGE>

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

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

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

          PPMC has completed  putting  together sales tools for sales people who
     are now  attempting to persuade chain store to rent space on their shopping
     carts to PPMC.  PPMC has also  completed  putting  together  media kits for
     sales people in order for them to try and persuade  advertisers to purchase
     or commit in advance for,  four of the 10 ad spaces in the last word(R) for
     a period of one year. To make it more  attractive to  advertisers to do so,
     PPMC is  offering  the spaces at a  substantial  discount.  Should  PPMC be
     successful in this approach, PPMC will have more than sufficient capital to
     start operations. As of January 1, 2000 no spots were sold and there cannot
     be any assurance that PPMC will be successful in doing so.

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

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

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





                                        8


<PAGE>

<TABLE>
<CAPTION>
     Smart Source(R) Cart Rates
     --------------------------
<S>                                                                    <C>
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
</TABLE>


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

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

     The last word(R), Cart Rates

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

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

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

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

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

          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.






                                        9
<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.

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

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

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

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

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


     Three Months Ended September 30, 1999 compared to
          Three Months Ended September 30, 1998


     General and Administrative Expenses

          General and  administrative  expenses  decreased from $140,811 for the
     three months ended September 30, 1998 to $67,815 for the three months ended
     September 30, 1999. The Company attributes this 51.8% decrease primarily to
     a decrease in consulting and sales related expenses.



                                       10


<PAGE>


     Interest Expense

          Interest  expense  increased  from $9,304 for the three  months  ended
     September  30, 1998 to $12,969 for the three  months  ended  September  30,
     1999.  The Company  attributes  the  increase  primarily to the increase in
     borrowings by the Company to meet overhead expenses.


     Year 2000

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

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

PART II.   Other Information

          Item 1. Legal Proceedings

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

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

          Item 6. Exhibits and Reports on Form 8-K

          (a)  Exhibits: Exhibit 27.1 Financial Data Schedule.

          (b) There were no Current  Reports on Form 8-K filed by the registrant
     during the quarter ended September 30, 1999.



                                       11


<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:  March 20, 2000

                                   PURCHASE POINT MEDIA CORPORATION



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










                                       12