**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549











**FORM
      10-KSB**






**ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF**


**THE
      SECURITIES EXCHANGE ACT OF 1934**






For
                the Fiscal Year Ended
            
            Commission
                File NumberSeptember
                30, 2006
            
            333-130110





**LONGFOOT
      COMMUNICATIONS CORP.**





Delaware
            
            76-0763470(State
                of Incorporation)
            
            (I.R.S.
                Employer Identification)





Principal
      Executive Offices:


9229
      Sunset Blvd., Suite 810


West
      Hollywood, CA 90069


Issuer’s
      telephone number: (310) 385-9631





Securities
      registered pursuant to Section 12(b) of the Exchange Act:





Title
                of Each Class
            Name
                of Each Exchange on Which RegisteredNone
            None





Securities
      registered pursuant to Section 12(g) of the Exchange Act:





Title
                of Each Class
            Name
                of Each Exchange on Which RegisteredNone
            None





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of Registrant's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. [ X ]





The
      issuer’s revenues for its most recent fiscal year was - NONE








As
      of
      December 11, 2006, the aggregate value of the voting stock held by
      non-affiliates of the Registrant, computed by reference to the average of the
      bid and ask price on such date was approximately $570,000 based upon the average
      price of $0.63/share.





As
      of
      December 11, 2006, the Registrant had outstanding 4,114,800 shares of common
      stock.





Transitional
      Small Business Disclosure Format: Yes [ ] No [X]





**Documents
      Incorporated by Reference**





Certain
      exhibits required by Item 13 have been incorporated by reference from 2-Track’s
      previously filed Form 8-K’s, Form 10-QSB and Form 10-KSB.

























**TABLE
      OF CONTENTS**




**Page
                    of**
                  **Report****PART
                    I**
                
                
                **1**ITEM
                    1.
                DESCRIPTION
                    OF BUSINESS
                1ITEM
                    2.
                DESCRIPTION
                    OF PROPERTY
                17ITEM
                    3.
                LEGAL
                    PROCEEDINGS
                18ITEM
                    4.
                SUBMISSION
                    OF MATTERS TO A VOTE OF SECURITY HOLDERS
                18**PART
                    II**
                
                
                **19**ITEM
                    5.
                MARKET
                    FOR THE REGISTRANT’S COMMON STOCK AND RELATEDSTOCKHOLDER
                    MATTERS
                19ITEM
                    6.
                MANAGEMENT’S
                    DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                20ITEM
                    7.
                FINANCIAL
                    STATEMENTS
                26ITEM
                    8.
                CHANGES
                    IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING
                    AND FINANCIAL DISCLOSURE
                27ITEM
                    8A.
                CONTROLS
                    AND PROCEDURES
                27ITEM
                    8B.
                OTHER
                    INFORMATION
                27**PART
                    III**
                
                
                **28**ITEM
                    9.
                DIRECTORS,
                    EXECUTIVE OFFICERS, PROMOTERS AND CONTROLPERSONS;
                    COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
                28ITEM
                    10.
                EXECUTIVE
                    COMPENSATION
                31ITEM
                    11.
                SECURITY
                    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT
                    AND RELATED STOCKHOLDER MATTERS
                32ITEM
                    12.
                CERTAIN
                    RELATIONSHIPS AND RELATED TRANSACTIONS
                34ITEM
                    13.
                EXHIBITS
                34ITEM
                    14.
                PRINCIPAL
                    ACCOUNTANT FEES AND SERVICES
                35**SIGNATURES**
                
                
                **37**





**PART
      I**







ITEM
              1.
            DESCRIPTION
                OF BUSINESS





**General**





Longfoot
      Communications Corp. was incorporated in the state of Delaware on July 21,
      2004
      and is referred to as “we,” “us,” “our” or “Longfoot.” On July 21, 2004 we
      issued 100,000 shares of our common stock to our initial founder, Arthur Lyons
      for $100 and commenced operation of the Company’s business. Mr. Lyons
      established the initial concept for our business and operated the business
      as
      our sole officer and director until September 30, 2005 at which
      time Jack Brehm was appointed the chief financial officer, Justin
      Farar was appointed vice president of operations and Aaron Grunfeld and
      Jack Brehm were appointed by Mr. Lyons to our board of directors. We have one
      subsidiary, Village Broadcasting Corp. which was incorporated in the state
      of
      Delaware on October 27, 2005.





**Industry
      Overview**





LPTV
      Station Industry Overview





The
      Federal Communications Commission (“FCC”) created the low powered television
      service in 1982 to provide fuller service to rural communities, special interest
      groups, ethnic, educational, and other specialized audiences. These communities
      may be in rural areas or may be individual communities within larger urban
      areas. LPTV service presents a less expensive and more flexible means of
      delivering programming tailored to the interest of viewers in smaller localized
      areas than traditional full service/power TV stations. As of March 31, 2006,
      there were approximately 2,157 LPTV stations in the United States authorized
      to
      broadcast programming. There is no limit on the number of LPTV stations that
      may
      be owned by any one entity and LPTV licensees include major television networks
      such as NBC, CBS and ABC and other national television networks including
      Univision, WB and PAX as well as smaller entities operating a single LPTV
      station.





LPTV
      stations cannot employ transmitter powers in excess of 3000 watts for VHF and
      150 Kilowatts for UHF. LPTV stations generally can provide a signal available
      in
      a radius of 15-20 miles. LPTV stations may operate on any available VHF (2-13)
      or UHF (14-51) channel provided that they do not cause objectionable
      interference to existing full power stations. Licensees of LPTV stations will
      also be eligible to utilize microwave relay frequencies as well as digital
      channels.





LPTV
      stations are classified as either Class A or non-Class A stations. Class A
      stations operate on an unlimited time basis and render services over an extended
      area while all other LPTV stations (non-Class A) render service over a smaller,
      designated area. The principal difference between a Class A and non-Class A
      LPTV
      station is that subsequent full service television stations that come into
      the
      same area could choose to utilize a broadcast channel currently




**1**


assigned
      to a non-Class A LPTV station thus requiring the existing non-Class A LPTV
      station to change its broadcast channel while a Class A LPTV station cannot
      be
      required to change its broadcast channel to accommodate a subsequent full
      service television station. The Winslow, Arizona LPTV station is a non-Class
      A
      station.





LPTV
      stations are subject to a minimum of program-related regulations. There are
      no
      prescribed amounts of non-entertainment programming or local programming, and
      there are no limits on commercials, and no minimum hours of operation. However,
      the broadcast of obscene or indecent material between 6:00 a.m. and 10:00 p.m.
      is prohibited.





LPTV
      channels can choose to either rebroadcast existing programming from established
      television networks or create their own local programming or a mixture of both.
      LPTV stations can generally be constructed and equipped for a fraction of the
      cost of constructing and equipping a full power television station. Establishing
      an LPTV station can be done for as little as $35,000 to $60,000 with financing
      and leasing programs available to further reduce the actual cash outlay
      required.





Radio
      Station Industry Overview





The
      FCC
      classifies each AM and FM station. An AM station operates on one of the
      following: a clear channel, regional channel or local channel. A clear channel
      is one on which AM stations are assigned to serve wide areas. Clear channel
      AM
      stations are classified as either:





·
            Class A
                stations, which operate on an unlimited time basis and are designed
                to
                render primary and secondary service over an extended area;





·
            Class B
                stations, which operate on an unlimited time basis and are designed
                to
                render service only over a primary service area;





·
            Class C
                AM stations operate on a local channel and are designed to render
                service
                only over a primary service area that may be reduced if significant
                interference occurs.





·
            Class D
                stations, which operate either during daytime hours only, during
                limited
                times only or on an unlimited time basis with low nighttime power.





A
      regional channel is one on which Class B and Class D AM stations may
      operate and serve primarily a principal center of population and the rural
      areas
      contiguous to it. A local channel is one on which AM stations operate on an
      unlimited time basis and serve primarily a community and the suburban and rural
      areas immediately contiguous to it.





The
      minimum and maximum facilities requirements for an FM station are determined
      by
      its class. Some FM class designations depend upon the geographic zone in which
      the transmitter of the FM station is located. In general, commercial FM stations
      are classified as Class A, B1, C3, B, C2, C1, C0 and C, in order of
      increasing power and antenna height.





**2**


**Business
      of Longfoot**





Our
      principal business is the construction, development, management and operation
      of
      Low Power Television (“LPTV”) stations and AM/FM radio stations in the United
      States. Our business plan includes bidding for and purchasing various available
      licenses and construction permits in which we would construct, equip and launch
      new LPTV and radio stations. Construction permits are exclusive permits issued
      by the FCC allowing the permittee to construct broadcast television or radio
      stations in designated areas utilizing assigned broadcast channels or
      frequencies. In addition, we may seek to acquire and develop existing
      construction permits for LPTV and AM or FM radio stations. Lastly, we may
      acquire operating LPTV or radio stations which may become available for
      acquisition. We currently own one operating LPTV station and no radio
      stations.





Construction
      Permits for LPTV and/or Radio Stations





The
      right
      to construct a new LPTV or Radio broadcast facility (a “construction permit”) is
      either granted (1) by purchasing a construction permit from a private individual
      or company (that had previously acquired the construction permit from the FCC)
      according to terms set forth by the parties buying and selling the construction
      permit or (2) according to an auction process managed by the FCC.





The
      person or entity that is awarded and then owns a construction permit is
      sometimes referred to as the “permittee.” A permittee may sell his or her
      construction permit to another, subject to a transfer application being filed
      with and approved by the FCC.





To
      acquire a construction permit via the auction process managed by the FCC, the
      interested person must submit a proposal (a “short-form application”). The short
      form application will contain information about the ownership structure of
      the
      applicant and a description of the broadcast licenses on which the applicant
      wishes to bid. If there are no competing applications for the proposed LPTV
      or
      radio parameters, the short-form application is granted “singleton” status and,
      if the technical parameters of the proposal are in accordance with the FCC
      rules, the applicant will be permitted to submit a complete technical proposal
      (a “long-form application”) for the proposal. The long-form application will
      include the various engineering parameters of the proposed LPTV or radio
      station. If, however, there are other applications for the same or nearby
      frequencies, the proposal will not be granted “singleton” status. The FCC may,
      in limited circumstances, permit all parties with competing proposals to resolve
      conflicts by settlement. If the applicants are unable to resolve the conflicts
      by settlement among themselves, the FCC will select one or more proposals to
      submit long-form applications.





**3**


If
      a
      long-form application is acceptable to the FCC and meets the technical
      requirements necessary to insure that the new broadcast facility will not
      interfere with other broadcast stations, the FCC issues a construction permit
      authorizing the construction of the LPTV or radio station according to the
      technical description contained in the long-form application. Construction
      permits have a finite term (typically three years) within which construction
      must be completed and the permittee must apply for a license to operate the
      broadcast facility. The construction permit will terminate automatically if
      the
      permittee fails to complete the construction of the specified broadcast facility
      and apply for a broadcast license within the specified time. The permittee
      may
      request one or more extensions of the construction permit.





Upon
      completion of a broadcast facility in accordance with the terms of the
      construction permit, the owner of a broadcast station may apply to the FCC
      for a
      license (a “broadcast license”) to broadcast its service in accordance with the
      limitations of the construction permit. If the station is built properly (i.e.,
      in accordance with the terms of the construction permit), service by the
      broadcast permittee generally can begin automatically, under automatic Program
      Test Authority. The license application is processed by the FCC, in a process
      that generally takes 3-6 months. The owner of a broadcast license, once the
      license is issued, is sometimes referred to as a “licensee.”





Costs
      to Purchase LPTV and/or Radio Station Construction Permits





If
      we
      were to acquire LPTV or radio station construction permits from the FCC auction,
      such construction permits are expected to cost between $10,000 and $200,000
      based upon the location, type and size of audience and gross potential among
      other factors. We expect to bid only on LPTV and/or radio construction permits
      having a small to medium market area. Once a LPTV and/or radio station
      construction permit is acquired, we would file the necessary documents with
      the
      FCC which typically allows a permitee up to 36 months to construct, equip and
      commence operation of such LPTV and/or radio station. Constructing and equipping
      a typical LPTV station would normally range between $35,000 and $60,000.
      Constructing and equipping a typical AM/FM radio station would normally range
      between $150,000 and $300,000. Staffing for a typical small radio station would
      include a station manager, programming/sales person and a station engineer.
      This
      level of staffing would be sufficient to operate a fully automated station
      re-broadcasting programming obtained from other sources, which is the type
      of
      station we would likely operate. However, larger LPTV and/or radio stations
      generating their own programs would require additional staffing including on-air
      hosts. In addition, each LPTV and/or radio station would pay for access to
      various news, weather, and music or talk show programming. Once
      a
      LPTV and/or radio station license is acquired, we would retain various
      consultants to evaluate the demographics of the potential station audience
      and
      provide programming recommendations. We expect to be able to finance each new
      LPTV or radio station through loans and equipment leases.





If
      we
      acquire additional LPTV or radio station construction permits from an existing
      permittee, the cost of construction and initiation of the LPTV or radio station
      broadcast would be similar to that set forth above except that the license
      acquisition cost would be negotiated between the




**4**


seller
      and us. We would also be responsible for filing the necessary license transfer
      application with the FCC.





Existing
      LPTV or Radio Stations Licenses





If
      we
      were to acquire an existing operating LPTV or radio station license, we would
      expect to initially continue the established programming structure and personnel
      already in place. However, we would also seek to identify and implement various
      programming and/or personnel changes which might increase the station’s audience
      and market share in its given operating region. Such changes could range from
      relatively minor adjustments to programming content and few personnel changes
      to
      complete reformatting of the station’s programming with concurrent significant
      changes in personnel at such station.





LPTV
      and Radio Station License Grant and Renewal





Although
      our initial LPTV construction permits have been acquired by assignment from
      their original purchaser (as described in detail below), we may also make
      application for new LPTV station licenses. The LPTV application process begins
      with a request to construct a station in a specific area. Once that request
      is
      granted, the permittee is given a construction permit which generally allows
      for
      up to three years for the permittee to construct and equip the LPTV station.
      Once the station is constructed and ready for operation, another application
      is
      submitted for “license to cover”. At this point, the station is granted a
      broadcast license for a typical eight-year term and begins its broadcasting.
      If
      the LPTV station should subsequently go off the air, the licensee must apply
      to
      the FCC for the authority to do so.





The
      process for granting radio station licenses is similar to the process described
      above for LPTV station licenses.





Both
      LPTV
      and radio station licenses are renewed through an application to the FCC. A
      station may continue to operate beyond the expiration date of its license if
      a
      timely filed license application is pending. Petitions to deny license renewals
      can be filed by interested parties, including members of the public. These
      petitions may raise various issues before the FCC. The FCC is required to hold
      hearings on renewal applications if the FCC is unable to determine that renewal
      of a license would serve the public interest, convenience and necessity, or
      if a
      petition to deny a renewal raises a substantial and material question of fact
      as
      to whether the grant of the renewal application would be inconsistent with
      the
      public interest, convenience and necessity. If, as a result of a hearing, the
      FCC determines that the licensee has failed to meet various requirements and
      that no mitigating factors justify the imposition of a lesser sanction, then
      the
      FCC may deny a license renewal application. Historically, FCC licenses have
      generally been renewed, although we cannot assure you that licenses we acquire
      in the future will be renewed. The non-renewal or renewal with substantial
      conditions or modifications, of one or more of our LPTV or radio station
      licenses could have a material adverse effect on our business.





**Corporate
      History**





**5**


Company
      operations in 2004.





In
      November of 2004, we bid on several FM radio station licenses being offered
      by
      the FCC in an FM radio station auction. Those licenses included three separate
      Class A FM radio licenses in Mojave Valley, Arizona; Salome, Arizona; and
      Yarnell, Arizona. However, we were not successful in purchasing any of the
      three
      licenses being auctioned.





In
      December of 2004, we entered into a contract to purchase an LPTV construction
      permit located in Mammoth Lakes, California from a private individual. We
      invested time, effort, and monies to find a location for the broadcast antennae
      and to secure a cable channel on the local cable network in Mammoth Lakes.
      Due
      to the lack of an adequate antennae location in the Mammoth Lakes area and
      the
      difficulties in obtaining a cable channel for the LPTV station, we exercised
      our
      option to terminate the contract with no further obligations to us.





Company
      operations in 2005





During
      2005, we were in the process of identifying and evaluating potential LPTV and/or
      radio station acquisitions throughout the United States from private
      individuals. As a result of these efforts in October 2005, we acquired three
      LPTV construction permits (subject to FCC approval) for non-Class A stations
      located in Gladstone, Michigan; Winslow, Arizona; and Big Sky, Montana. These
      construction permits were originally issued in February and May of 2004 and
      we
      acquired them from the original permittee. The seller of the construction
      permits has no affiliation or relation with us.





Channel
      38, 1 kW ,
      Winslow, Arizona (Call Sign: K38IH). We acquired this Construction Permit on
      October 13, 2005. The Permit requires construction and licensing of this low
      power TV station by February 9, 2007. Winslow, AZ is located 50 miles east
      of
      Flagstaff and is bordered by the Navajo Nation and the Hopi
      Reservations.





Channel
      51, 1 kW ,
      Gladstone, Michigan (Call Sign: W51DP). We acquired this Construction Permit
      on
      October 13, 2005. The Permit requires construction and licensing of this low
      power TV station by May 4, 2007. Gladstone, MI is located in Delta County which
      lies in Michigan’s Upper Peninsula.





Channel
      46, 1 kW ,
      Big
      Sky, Montana (Call Sign: K46IA). We acquired this Construction Permit on October
      13, 2005. The Permit requires construction and licensing of this low power
      TV
      station by May 4, 2007. Big Sky, MT is located 48 miles from Yellowstone
      National Park and includes several ski resorts.





As
      indicated above, we acquired our initial three non-Class A LPTV construction
      permits previously granted to the original applicant. We agreed to pay $10,000
      for the Winslow, Arizona construction permit, $10,000 for the Big Sky, Montana
      construction permit and $15,000 for the Gladstone, Michigan construction permit
      (total $35,000). In October, 2005 we paid a non-refundable deposit of $7,000
      for
      the purchase of the above-referenced LPTV permits. The transfer request was
      prepared and submitted by our FCC counsel to the FCC on October 26,




**6**


2005
      and
      was granted and approved by the FCC on December 12, 2005 with a final transfer
      date of January 18, 2006. These construction permits are held by Village
      Broadcasting Corp. (a wholly owned subsidiary of Longfoot). In January, 2006
      we
      paid the balance of $28,000 upon FCC approval of the construction permit
      transfers.





Company
      Operations in 2006.





Winslow,
      Arizona Operating Station





In
      May
      2006 construction commenced on the LPTV station in Winslow, Arizona.
      Construction of the LPTV station was completed in July 2006 and its FCC
      broadcast license was granted on July 19, 2006. We spent approximately $36,000
      for antennas, broadcasting equipment and for studio equipment. We also had
      additional costs from retaining consultants and contractors (including Tom
      Werner and Peak Broadcasting) to build the station. The station, KVSW-LP Channel
      38, currently broadcasts America One Television Network using digital
      broadcasting. We are not required to pay a fee to broadcast the America One
      Television Network as long as we continue to broadcast 40 hours a week of
      programming. The station also broadcasts local programming, including local
      news, high school football games, and a local fishing program. We pay $50.00
      a
      week for some of the local programming. The station operates 24 hours per day
      and is maintained by one station engineer.





We
      are
      continuing to use the services of Tom Werner and Peak Broadcasting to assist
      our
      Winslow, Arizona LPTV station’s broadcast on the local cable
      network.





Big
      Sky, Montana Construction Permit





In
      preparation for the construction of our Big Sky, Montana LPTV station,
      contractor Tom Werner estimates we will incur approximately $10,000 for
      studio equipment for broadcasting: This studio equipment estimate includes
      video
      and audio monitors, work stations and encoders.





WES
      Broadcast contractors estimates we will incur approximately $75,000 for antennas
      and broadcasting equipment. This equipment includes a transmitter, omni antennae
      and transmission lines.





Once
      operational, we intend to acquire network programming and paid programming
      (such
      as the Home Shopping Network, QVC and infomercials). Long-term plans also
      include putting this programming on cable (either analog or digital) which
      would
      allow for a larger cable purchasing audience.





We
      have
      begun to identify possible locations for antenna towers and rental space for
      operations. We plan to complete construction of this station by April 2007.





Gladstone,
      Michigan construction permit.





**7**


We
      have
      been advised by our consultants, engineers, and attorneys that the costs to
      develop the Gladstone, Michigan LPTV would be highly expensive given (1) the
      costs to build the station will exceed our original estimations due to the
      difficulty in locating a tower; and (2) that the station is within close
      proximity to the Canadian border and therefore may also be subject to Canadian
      regulations and rules. Furthermore, we have learned from our consultants and
      engineers that the potential revenue to be derived from the Gladstone Michigan
      LPTV station is limited due to Gladstone’s market conditions. As a result of
      this information and additional considerations, the Company abandoned its
      Gladstone, Michigan construction permit. The Company wrote off the $15,000
      applicable to the Gladstone construction permit.





Sources
      of Revenue





We
      expect
      to generate revenue from advertising fees paid by individuals or entities who
      wish to advertise their products or services on our LPTV or radio stations.
      Advertisements typically appear in either 15 second, 30 second or 60 second
      segments. Advertisements will need to be produced by the advertiser and provided
      to our stations ready to air. Advertising rates will vary significantly based
      upon a station’s audience ranking in its local market, the number of times the
      advertising spot is aired, the times of day and the amount of other competing
      media available in a given market. We will attempt to maximize our advertising
      revenue by keeping our advertising rates as high as possible while remaining
      competitive with alternative advertising media as well as presenting as many
      advertising spots per hour as permissible under applicable FCC regulations.
      The
      higher the audience rating and market share that our LPTV and/or radio stations
      are able to achieve, the higher the advertising rates we would be able to
      charge. Given the initial capital costs associated with constructing an LPTV
      or
      radio station, and the time necessary to market the station’s advertising,
      positive cash flow from advertising revenue could take 12-18 months or longer
      after a station’s commencement of operations. We are currently marketing
      advertising time on our Winslow, Arizona LPTV station.





For
      future developed and/or acquired operating LPTV or radio stations, our primary
      revenues will be derived from “paid programming” airing on our stations.
      Programs such as the Home Shopping Network, Infomercial sponsors and QVC
      Shopping will pay LPTV operators to broadcast their programs. Radio stations
      also can carry syndicated paid programming or “infomercials” which are similarly
      charged for air-time. Similar to on-air advertising, the rates charged to
      broadcast these paid programs will depend on the station’s audience ranking,
      size of local market and other market demographics.





Competition





We
      operate in a highly competitive industry. Our LPTV and radio stations compete
      for audiences and advertising revenue directly with other television and radio
      stations as well as with other media, such as broadcast television, newspapers,
      magazines, cable television, satellite television, satellite radio, the
      Internet, outdoor advertising and direct mail, within their respective markets.
      In addition, any LPTV station by definition will have a relatively small market
      (typically a radius of approximately 20 miles from its antenna) due to its
      low
      power transmission. Our audience




**8**


ratings
      and market shares are subject to change and any adverse change in a particular
      market or reduced audience for any particular station could have a material
      adverse effect on our revenue in that market and adversely affect our combined
      operating revenues in all markets.





If
      and
      when acquired or constructed, our radio stations will compete for listeners
      and
      advertising revenue directly with other radio stations within their respective
      markets. Radio stations compete for listeners primarily on the basis of program
      content that appeals to a particular demographic group. By building a strong
      listener base consisting of a specific demographic group in each of our markets,
      we hope to attract advertisers seeking to reach those listeners. From time
      to
      time, competitors may change their stations' format or programming to compete
      directly with our stations for audiences and advertisers, or may engage in
      aggressive promotional campaigns, which could result in lower ratings and
      advertising revenue or increased promotion and other expenses and, consequently,
      lower earnings and cash flow for us. Audience size and preferences as to format
      or programming in a particular market may also shift due to demographic or
      other
      reasons.





Our
      LPTV
      stations compete for viewers and advertising revenues directly with other
      television stations including, broadcast, cable and satellite television. The
      following LPTV stations will compete with our proposed and operating
      stations:





·
            One
                existing LPTV station is located near our proposed Big Sky, Montana
                station.





·
            Two
                LPTV construction permits are located in areas near our Winslow,
                Arizona
                station.





Most
      broadcast and cable television networks have established track records and
      national name recognition. Consequently, any LPTV stations constructed by us
      would likely have to compete in smaller, niche markets such as educational,
      special interest (such as The Home Shopping Network or Spanish speaking
      networks) or local programming. This narrower programming format as well as
      the
      reduced broadcast area for LPTV stations will normally result in somewhat lower
      advertising rates for LPTV stations compared to other television stations.
      A
      careful analysis of audience preferences will be essential to determine what
      programming format will be viable for a particular local LPTV station
      audience.





Factors
      that are material to an LPTV or radio station's competitive position include
      management experience, the station's audience rank in its local market,
      transmitter power, assigned frequency, audience characteristics, local program
      acceptance, popularity of on-air personalities (if any) and the number and
      characteristics of other radio and television stations in the market area.
      We
      will attempt to improve our competitive position in each market by researching
      stations' programming, implementing advertising and promotional campaigns aimed
      at the demographic groups for which our stations have targeted and managing
      our
      sales efforts to attract a larger share of advertising revenue. We also compete
      with other radio and television station groups to purchase or develop additional
      stations.





**9**


While
      the
      radio and television broadcasting industry is highly competitive, barriers
      to
      entry do exist, which can be mitigated to some extent by, among other things,
      changing existing radio or TV station formats and upgrading power. The operation
      of a LPTV or radio station requires a license or other authorization from the
      FCC granted to the station owners. The number of radio and TV stations that
      can
      operate in a given market is limited by the availability of FM and AM radio
      frequencies and television channels allotted by the FCC to communities in that
      market. With LPTV stations, the FCC limits the number of such stations which
      can
      operate in a given market. In addition, the FCC's multiple ownership rules
      have
      historically limited the number of radio and full power television stations
      that
      may be owned or controlled by a single entity in a given market. LPTV stations
      are not subject to the FCC’s multiple ownership rules.





Technological
      Change in Radio and Television Broadcasting





The
      radio
      and television broadcasting industry is also subject to technological change,
      evolving industry standards and the emergence of new media technologies. Several
      new media technologies have been or are being developed, including the
      following:





·
            audio
                programming by cable television systems, direct broadcast satellite
                systems, Internet content providers (both landline and wireless)
                and other
                digital audio broadcast formats;





·
            satellite
                digital audio radio service, which has resulted in the introduction
                of two
                new subscriber-based satellite radio services with numerous channels
                and
                sound quality equivalent to that of compact discs;





·
            digital
                HD (high definition) radio, which improves the quality of existing
                AM and
                FM radio signals as well as allowing for data services such as display
                song and artist information, weather and traffic alerts;





·
            conversion
                of analog LPTV and TV translator stations to digital operations on
                their
                authorized channels;





·
            low
                power FM radio, which has resulted in additional FM radio broadcast
                outlets that are designed to serve small, localized areas;
                and





·
            increases
                in local and special interest television programming being made available
                by cable television providers.





Environmental
      Compliance





As
      the
      owner, lessee, or operator of LPTV or radio stations and facilities, we are
      subject to various federal, state, and local environmental laws and regulations.
       We are subject to RF (“radio frequency”) radiation regulations near AM, FM
      and TV broadcast antennas.  In order to comply with these regulations, we
      will perform routine maintenance on, and regular measurements of radiation
      near,
      our antennas.  Historically, compliance with these laws and




**10**


regulations
      has not had a material adverse effect on the radio and television broadcast
      business. There can be no assurance, however, that compliance with existing
      or
      new environmental laws and regulations will not require us to make significant
      expenditures of funds to comply with such laws and regulations in the
      future.





Employees





We
      currently have two employees, each of whom are currently employed on a part-time
      basis.  They are management and administrative. None of these employees is
      covered by a collective bargaining agreement or employment agreements. We
      consider our relations with our employees to be very good.





When
      we
      acquire construction permits to develop new LPTV or radio stations, we will
      also
      utilize the services of various consultants and contractors to assist in the
      construction and development of new LPTV or radio stations. When we commence
      broadcast operations at our LPTV stations we expect to employ one or more
      full-time employees or independent contractors, including management,
      technicians and, if necessary, on-air hosts.





**FEDERAL
      REGULATION OF LPTV AND RADIO BROADCASTING**





Introduction





The
      ownership, operation, purchase and sale of LPTV and radio stations is regulated
      by the FCC, which administers the Communications Act of 1934, as amended. Among
      other things, the FCC:





·
            assigns
                frequency bands for broadcasting;





·
            determines
                the particular frequencies, locations, operating powers and other
                technical parameters of stations;





·
            issues,
                renews, revokes and modifies station licenses;





·
            determines
                whether to approve changes in ownership or control of station licenses;





·
            regulates
                equipment used by stations; and





·
            adopts
                and implements regulations and policies that directly or indirectly
                affect
                the ownership, operation and employment practices of stations.





The
      FCC
      has the power to impose penalties for violations of its rules or the
      Communications Act, including fines, the grant of abbreviated license renewal
      terms or, the denial of a license or license renewal application, the revocation
      of a license or the denial of FCC consent to acquire additional radio or
      television stations.





**11**


The
      following is a brief summary of some provisions of the Communications Act and
      of
      specific FCC regulations and policies. The summary is not a comprehensive
      listing of all of the regulations and policies affecting radio and LPTV
      stations. For further information concerning the nature and extent of federal
      regulation of radio and LPTV stations, you should refer to the Communications
      Act, FCC rules and FCC public notices and rulings.





Transfers
      or Assignments of Licenses





The
      Communications Act prohibits the assignment of a broadcast license or transfer
      of control of a broadcast licensee without the prior approval of the FCC. In
      determining whether to grant approval, the FCC will consider a number of factors
      pertaining to the licensee and proposed licensee.





To
      obtain
      FCC consent to assign a broadcast license or transfer control of a broadcast
      licensee, appropriate applications must be filed with the FCC. If the
      application involves a “substantial change” in ownership or control, the
      application must be placed on public notice for not less than 30 days
      during which time interested parties, including listeners, advertisers and
      competitors, may file petitions to deny or raise objections against the
      application. These types of petitions are filed from time to time with respect
      to proposed acquisitions. Informal objections to assignment and transfer of
      control applications may be filed at any time up until the FCC acts on the
      transfer application. Once the FCC staff grants an application, interested
      parties may seek reconsideration of that grant for 30 days, after which
      time the FCC may for another ten days reconsider the grant of the FCC staff
      on
      the FCC's own motion.





Programming
      and Operation





Our
      operating station and any future operational or operating stations, are
      regulated by the Communications Act which, among other things, requires
      broadcasters to serve the public interest. Since 1981, the FCC gradually has
      relaxed or eliminated many of the more formalized procedures it developed to
      promote the broadcast of types of programming responsive to the needs of a
      station's listening or viewing audience. However, licensees continue to be
      required to present programming that is responsive to community concerns, needs
      and interests and to maintain records demonstrating a station’s responsiveness.
      Complaints from listeners concerning a station's programming will be considered
      by the FCC when it evaluates the licensee's renewal application, although
      listener or viewer complaints may be filed and considered at any time and must
      be maintained in the station's public file.





Our
      LPTV
      and radio stations also must pay regulatory and application fees and follow
      various FCC rules that regulate, among other things, political advertising,
      the
      broadcast of obscene or indecent programming, the advertisement of casinos
      and
      lotteries, sponsorship identification and technical operations, including limits
      on radio and television frequency radiation.





The
      FCC
      has adopted Equal Employment Opportunity (“EEO”) rules for broadcasters. The
      rules are outreach and recruitment focused and require that broadcasters enhance
      the dissemination of information for each full-time job vacancy. The new rules
      also require a broadcaster to keep




**12**


extensive
      internal records regarding its recruitment efforts including information
      regarding its recruitment sources and interviewees, notification to requesting
      community groups and specifics regarding participation in longer-term
      recruitment initiatives. Broadcasters must also prepare and place in the public
      inspection file (and on their website if they maintain one) an annual EEO public
      file report that details the station’s recruitment efforts. Broadcasters are
      subject to an FCC mid-term review in the fourth year of the license term and
      an
      FCC review as part of the license renewal application, both requiring the
      submission of the annual EEO public file report. The FCC is expected to address
      its annual workforce employment information and filing requirements in a future
      Report and Order. The FCC is also soliciting public comment regarding its review
      of recruitment requirements for part-time vacancies at radio and television
      stations. [ *Update]*




Proposed
      and Recent Changes





Congress,
      the FCC or other federal agencies may in the future consider and adopt new
      laws,
      regulations and policies regarding a wide variety of matters that could,
      directly or indirectly, affect the operation, ownership and profitability of
      our
      LPTV and radio stations, result in the loss of audience share and advertising
      revenue for our LPTV and radio stations, and affect our ability to acquire
      additional LPTV and radio stations or finance acquisitions. These matters
      include:





·
            changes
                in the FCC's ownership rules and policies, including changes to the
                local
                radio ownership rules and the limitations on the cross-ownership
                of radio
                and other media proposals to increase regulatory fees or to impose
                spectrum use or other fees on FCC licensees;





·
            technical
                and frequency allocation matters and changes to broadcast technical
                requirements;





·
            proposals
                to restrict or prohibit the advertising of beer or wine and to formally
                prohibit the advertising of other alcoholic beverages;





·
            proposals
                to restrict or prohibit the advertising of on-line casinos or on-line
                sports-betting services; in furtherance of the enactment of the Unlawful
                Internet Gambling Enforcement Act;





·
            proposals
                to limit the tax deductibility of advertising expenses by advertisers;





·
            restatement
                in revised form of this FCC's equal employment opportunity rules;





·
            a
                recent FCC decision holding that a broadcast station may not deny
                a
                candidate for federal political office a request for broadcast advertising
                time solely on the grounds that the amount of time requested is not
                the
                standard length of time that the station offers to its commercial
                advertisers;





**13**


·
            proposals
                to regulate or prohibit payments to stations by independent record
                promoters,





·
            modification
                of the Commission’s rules concerning changes of city of license of a
                station,





·
            further
                regulation of the construction of broadcast towers, including the
                protection of endangered species and migratory birds.
                And





·
            revision
                of FCC’s rules concerning must-carry requirements for cable systems of
                HDTV stations.







The
      FCC
      recently selected In-Band, On-ChannelTM technology as the exclusive standard for
      digital services for terrestrial AM and FM broadcasters. The FCC has authorized
      the immediate commencement of "hybrid" transmissions-simultaneous transmissions
      in both analog and digital-pending the adoption of formal licensing and service
      rules, using In-Band, On-ChannelTM systems for FM stations. Tests of the In-Band,
      On ChannelTM technology for AM stations are ongoing and hybrid transmissions for
      AM stations have not yet been authorized. Digital audio broadcasting's
      advantages over traditional analog broadcasting technology include improved
      sound quality and the ability to offer a greater variety of auxiliary services.
      In-Band, On-ChannelTM technology will permit radio stations to transmit radio
      programming in both analog and digital formats, and eventually in digital only
      formats, using the bandwidth that the radio station is currently licensed to
      use. It is unclear what formal licensing and service rules the FCC will adopt
      regarding digital audio broadcasting and what effect these regulations will
      have
      on our business or the operations of our stations.





Similarly,
      LPTV and TV stations will also be converting their signals from analog LPTV
      and
      TV translator stations to digital operations on their authorized channels.
      In
      order to facilitate this conversion, the FCC has recently adopted rules to
      allow
      existing LPTV and TV translator stations to file on-channel digital conversion
      applications as “minor” changes to their existing analog facilities, and opened
      up a filing window for the issuance of digital “companion channel”
authorizations for those stations desiring them. Treating digital conversions
      as
      a “minor” change is intended to shorten the approval process. “Existing
      facilities” will include both licensed LPTV stations as well as stations with a
      valid construction permit. LPTV stations will be required to file an application
      and obtain prior FCC approval for on-channel digital conversions. LPTV stations
      proposing digital conversions will be required at the application stage to
      meet
      the interference protections adopted by the FCC with respect to full service
      stations. Congress is currently considering legislation that would mandate
      a
      time table for this conversion.





In
      January 2000, the FCC created a new low power FM (“LPFM”) radio service.
      The new LPFM stations operate at a maximum power of between 10 and 100 watts
      in
      the existing FM commercial and non-commercial band. Low power stations may
      only
      be used by governmental and non-profit organizations to provide non-commercial
      educational programming or public safety and transportation radio services.
      No
      existing broadcaster or other media entity is




**14**


permitted
      to have an ownership interest or enter into any program or operating agreement
      with any LPFM station. Applicants are not permitted to own more than ten
      stations nationwide. The authorizations for the new stations are not
      transferable. The FCC also has adopted a third channel interference protection
      standard, and prohibited any applicant from obtaining an LPFM station whose
      principals have previously been found to have operated a station illegally
      without a license.





At
      this
      time it is difficult to assess the competitive impact of these new LPFM
      stations. Although the new low power stations must comply with certain technical
      requirements aimed at protecting existing FM radio stations from interference,
      we cannot be certain of the level of interference that low power stations will
      cause after they begin operating. Moreover, if LPFM are licensed in the markets
      in which we intend to acquire a radio station, the LPFM stations may compete
      with us for listeners. The LPFM stations may also use spectrum in a manner
      that
      would limit the FCC’s ability to allot new radio station frequencies or
      licenses. Any of these factors could adversely impact our revenue potential
      and
      our overall business.





We
      cannot
      predict what other matters might be considered in the future by the FCC or
      Congress, nor can we determine in advance what impact, if any, the
      implementation of any of these new regulations or future proposals or changes
      might have on our business operations.





Federal
      Antitrust Considerations





The
      Federal Trade Commission (“FTC”) and the Department of Justice, which evaluate
      transactions to determine whether those transactions should be challenged under
      the federal antitrust laws, have been increasingly active recently in their
      review of radio station acquisitions, particularly where an operator proposes
      to
      acquire additional stations in its existing markets.





The
      Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and its
      related rules, applies to radio or television acquisitions meeting certain
      size
      thresholds. Since we are relatively new and are in the process of developing
      and
      operating our first new LPTV stations, we do not anticipate meeting the size
      thresholds of the Hart-Scott-Rodino Act for the foreseeable future. However,
      the
      FTC or the Department of Justice may investigate acquisitions that are not
      required to be reported under the Hart-Scott-Rodino Act under the antitrust
      laws
      before or after completion. In addition, private parties may under certain
      circumstances bring legal action to challenge an acquisition under the antitrust
      laws.





**Factors
      Affecting Future Operating Results**





Although
      we have been in operation since late 2004, we acquired three LPTV construction
      permits and no radio stations. In 2006 we completed our first LPTV station
      in
      Winslow, Arizona. Due to this lack of operating history in connection with
      our
      business plan, any prediction of future results of operation is difficult.
      Our
      prospects must be evaluated with a view to risks encountered by a company in
      an
      early stage of development. We can provide no assurance that we will be
      profitable, have a positive cash flow or otherwise be successful.





**15**


We
      have
      not yet generated revenues from operations. Consequently, we had a net loss
      of
      $175,675 for the year ended September 30, 2006. As of the end of our fiscal
      year, we had working capital of $65,918 and $49,443 of cash available.  Our
      current cash resources are not sufficient to satisfy our cash requirements
      over
      the next 12 months.





We
      are in
      effect a new company, in the development stage, launching a business model
      within the LPTV and radio industry. We will require additional capital in order
      to acquire, develop and launch new LPTV and/or radio stations and continue
      to
      support and increase our advertising revenues and marketing efforts and fund
      our
      growth. In addition, we will need to adequately capitalize each operating
      station and we may be required to spend greater-than-anticipated funds if
      unforeseen difficulties arise in the course of these or other aspects of our
      business. As a consequence, we will be required to raise additional capital
      through public or private equity or debt financings, collaborative
      relationships, bank financing or other arrangements. Any additional equity
      financing is expected to be dilutive to our existing stockholders, and debt
      financing, if available, may involve restrictive covenants and increased
      interest costs. Our inability to obtain sufficient financing may require us
      to
      delay, scale back or eliminate some or all of our station development and
      expansion programs or to limit the operation or marketing of our stations.
      This
      could have a material and adverse effect on our business.





We
      currently have acquired and intend to acquire construction permits for new
      LPTV
      and/or radio stations. A construction permit typical requires an LPTV or radio
      station to be constructed and licensed within 36 months from the date the FCC
      granted the construction permit. The ability to establish a new LPTV or radio
      station is subject to forfeiture unless we complete the authorized construction
      and file an application for a Broadcasting License prior to a permit’s
      expiration date. If we do not complete this construction and file this
      application prior to the expiration date, we will forfeit the ability to
      establish and operate that station. Our inability to complete the construction
      and licensing of any given LPTV or radio station would result in a loss of
      our
      investment in that station and eliminate the anticipated revenues from that
      station.





Audience
      ratings and market shares are critical in determining advertising rates.
      Achieving acceptable ratings and market share depend in large part on presenting
      desirable programming. Consequently, if we fail to attract a sufficient audience
      share due to poor programming in a particular market, our revenue or ratings
      could be lower than anticipated which could require increased promotional
      expenditures or other expenses in that market, and reduced revenues from that
      station. Audience preferences as to format or programming may also shift due
      to
      demographic or other reasons. Our failure to timely and effectively respond
      to
      our audience and competitors, would adversely affect our revenues.




Our
      LPTV
      and radio stations compete for audiences and advertising revenue with other
      radio and broadcast television stations and station groups, as well as with
      other media such as newspapers, magazines, cable television, satellite
      television, satellite radio, outdoor advertising, the Internet and direct mail.
      We expect existing television and radio stations to be operating in each of
      the
      markets we intend to serve. In addition, other television or radio broadcasting
      companies may enter the markets in which we may operate in the future. Our
      competitors in any given market may be larger and have more financial resources
      than we have. Even if our LPTV




**16**


or
      radio
      stations are initially successful, we may not be able to maintain or increase
      their audience ratings and advertising revenue.





Our
      business depends on acquiring and maintaining broadcasting licenses issued
      by
      the FCC, which are issued currently for a maximum term of eight years and are
      renewable. The FCC may not grant a license even upon completion of the
      authorized construction and filing of an application for a license. After a
      license is granted, on rare occasions, the FCC has revoked licenses, not renewed
      them, or renewed them only with significant qualifications, including renewals
      for less than a full term. Interested parties may challenge a renewal
      application. Our future license applications and future renewal applications
      may
      not be approved, or the renewals may include conditions or limitations that
      could reduce the scope of our broadcast business and reduce our revenues. If
      we
      had a license revoked or we fail to renew a license or renew with substantial
      conditions or qualifications, it could prevent us from operating the affected
      station to its fullest potential and realizing the most revenue from
      it.




Our
      executive officers, directors and principal stockholders, as a group,
      beneficially own approximately 78% of our outstanding common stock. As a result,
      these stockholders, acting together, will have the ability to exert control
      over
      substantially all matters requiring approval by our stockholders, including
      the
      election and removal of directors and any proposed merger, consolidation or
      sale
      of all or substantially all of our assets and other corporate transactions.
      This
      concentration of ownership could be disadvantageous to other stockholders with
      interests different from those of our officers, directors and principal
      stockholders.





ITEM
              2.
            DESCRIPTION
                OF PROPERTY





Our
      corporate and operational offices are located at 9229 Sunset Blvd., Suite 810,
      West Hollywood, California 90069 where we sublease office space under lease
      with
      a rental rate of $500 a month. The lease can be terminated by either party
      at
      any time with 30 days notice. We rent space from Trifar Investment Company,
      an
      affiliate of the major stockholders. From inception until November 1, 2005
      the
      office rent was provided by our present, Mr. Lyons, at no cost to us. We
      commenced paying rent for our office space effective November 1, 2005. We
      believe this space is currently adequate and plans to move to expanded office
      space are contingent upon the hiring of additional employees as the need
      arises.





We
      have
      also entered into a three year lease with Sunflower Communications, Inc. for
      our
      Winslow, Arizona station in May 2006. The terms of lease, which expires in
      May
      2008, provide that we pay $500 a month for the first year, $550 a month during
      the second year and $600 for a month during the third year. Longfoot prepaid
      $3,000 upon execution of the lease.





We
      own,
      through our wholly-owned subsidiary, construction permits to develop LPTV
      stations in Gladstone, Michigan and Big Sky, Montana. We own a license to
      operate our LPTV station in Winslow, Arizona under the call sign, KVSW-LP.





ITEM
              3.
            LEGAL
                PROCEEDINGS





**17**


We
      are
      not involved in any legal proceedings arising in the course of our
      business.





ITEM
              4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY
                HOLDERS





There
      were no matters submitted to stockholders for a vote during the quarter ended
      September 30, 2006.


**18**


**PART
      II**




ITEM
              5.
            MARKET
                FORTHE
                REGISTRANT’S COMMON STOCK ANDRELATED
                STOCKHOLDER MATTERS





Commencing
      in June 2006, our common stock was listed and traded on the NASDAQ Electronic
      Bulletin Board (OTCBB) under the symbol “LGFT”. The following chart sets forth
      the reported high and low price on a bid basis for our stock for each quarter
      ending after June 30, 2006. Prior to June 2006 there was no public trading
      market for our common stock. The quotations set forth below reflect inter-dealer
      prices, without retail mark-up, mark-down or commissions and may not represent
      actual transactions.




**Year
                Ended September 30, 2006**
            **Low**
            **High****$**
            **$****Fourth
                Quarter (July-September)**
            **.55**
            **1.25**








As
      of
      September 30, 2006, there were approximately 104 holders of record of Longfoot’s
      Common Stock. This amount does not include shares held in street
      name.





**Dividend
      Policy**





We
      have
      never paid any cash dividends on our common stock. We currently anticipate
      that
      we will retain all future earnings for use in our business. Consequently, we
      do
      not anticipate paying any cash dividends in the foreseeable future.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





We
      currently have no equity compensation plans.





**Recent
      Sales of Unregistered Securities**





During
      the fiscal year ended September 30, 2006, we issued the following equity
      securities pursuant to exemptions from registration under the Securities Act
      of
      1933 (the “1933 Act”).





In
      September 2005 we issued 2,900,000 shares of common stock at a price of
      approximately $0.04 per share to five related parties for total proceeds of
      $107,408. The issuance of stock was made without any public solicitation to
      five
      investors who were officers and directors or related to officers and directors
      of the Company and was acquired for investment purposes only. The individuals
      had access to complete information about Longfoot Communications Corp. and
      were
      deemed capable of evaluating the merits and risks of this investment. The
      securities were issued




**19**


pursuant
      to the private placement exemption provided by Section 4(2) of the 1933 Act.
      These shares are deemed to be “restricted securities” as defined in Rule 144
      under the 1933 Act and bear a legend stating the restrictions on
      resale.





In
      July
      2006 we issued 325,000 shares of common stock at a price of $0.25 per share
      to
      two individuals for services rendered to Longfoot as consultants. The issuance
      of stock was made without any public solicitation to two individuals and was
      acquired for investment purposes only. The individuals had access to complete
      information about Longfoot and were deemed capable of evaluating the merits
      and
      risks of acquiring shares in Longfoot. The securities were issued pursuant
      to
      the private placement exemption provided by Section 4(2) of the 1933 Act. These
      shares are deemed to be “restricted securities” as defined in Rule 144 under the
      1933 Act and bear a legend stating the restrictions on resale.





ITEM
              6.
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OR PLAN OFOPERATION





For
      more
      detailed financial information, please refer to the audited September 30, 2006
      Financial Statements included in this Form 10-KSB.





**Caution
      about forward-looking statements**





This
      Form
      10-KSB includes “forward-looking” statements about future financial results,
      future business changes and other events that haven’t yet occurred. For example,
      statements like we “expect,” we “anticipate” or we “believe” are forward-looking
      statements. Budgets and projections as to capital resources and expenditures
      during 2006 are also forward-looking statements. Investors should be aware
      that
      actual results may differ materially from our expressed expectations because
      of
      risks and uncertainties about the future. We do not undertake to update the
      information in this Form 10-KSB if any forward-looking statement later turns
      out
      to be inaccurate. Details about risks affecting various aspects of our business
      are discussed throughout this Form 10-KSB and should be considered carefully.





**Critical
      Accounting Policies**





The
      discussion and analysis of our financial conditions and results of operations
      are based upon our consolidated financial statements, which have been prepared
      in accordance with generally accepted accounting principles in the United
      States. The preparation of financial statements requires managers to make
      estimates and disclosures on the date of the financial statements. On an
      on-going basis, management evaluates its estimates, including, but not limited
      to, those related to revenue recognition. We use authoritative pronouncements,
      historical experience and other assumptions as the basis for making judgments.
      Actual results could differ from those estimates. We believe that the following
      critical accounting policies affect our more significant judgments and estimates
      in the preparation of our consolidated financial statements.





**20**


Long-lived
      assets





Statement
      of Financial Accounting Standards No. 121, “Accounting for the Impairment of
      Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” requires that
      long-lived assets be reviewed for impairment whenever events or changes in
      circumstances indicate that the carrying amount of the asset in question may
      not
      be recoverable. This standard did not have a material effect on our results
      of
      operations, cash flows or financial position in these financial
      statements.





Value
      of Stock Issued for Services





The
      Company periodically issues shares of its common stock in exchange for, or
      in
      settlement of, services. The Company’s management values the shares issued in
      such transactions at either the then market price of the Company’s common stock,
      as determined by the Board of Directors and after taking into consideration
      factors such as volume of shares issued or trading restrictions, or the value
      of
      the services rendered, whichever is more readily determinable.





Income
      Taxes





The
      Company accounts for its income taxes under the provisions of Statement of
      Financial Accounting Standards 109 ("SFAS 109"). The method of accounting for
      income taxes under SFAS 109 is an asset and liability method. The asset and
      liability method requires the recognition of deferred tax liabilities and assets
      for the expected future tax consequences of temporary differences between tax
      bases and financial reporting bases of other assets and liabilities. The Company
      has net operating loss carryforwards totaling approximately $155,000 at
      September 30, 2006 for Federal income tax purposes available to offset future
      taxable income through 2026. Deferred tax assets consist substantially of the
      net operating loss carryforward. The Company has made a 100% valuation allowance
      against the deferred tax asset. In assessing the realizability of deferred
      tax
      assets, management considers whether it is more likely than not that some
      portion or all of the deferred tax assets will not be realized. The ultimate
      realization of deferred tax assets is dependent upon the generation of future
      taxable income during the periods in which those temporary differences become
      deductible. Management considered the scheduled reversal of deferred tax
      liabilities, projected future taxable income and tax planning strategies in
      making this assessment.





**21**


**Plan
      of Operation for the Next Twelve Months**





We
      were
      incorporated in the state of Delaware on July 21, 2004. Our subsidiary, Village
      Broadcasting Corp. (“VBC”), was incorporated in the state of Delaware on October
      27, 2005. Since our inception, we have bid on several FM radio station licenses,
      (but were unsuccessful in acquiring any such licenses) and contracted to acquire
      the construction permit for one LPTV station located in Mammoth Lakes,
      California which we subsequently determined not to acquire. In October 2005,
      we
      acquired construction permits to develop three new LPTV stations to be located
      in Gladstone, Michigan; Winslow, Arizona and Big Sky, Montana. These
      construction permits were formally approved for transfer by the FCC on January
      18, 2006 and will be held in our subsidiary, VBC. We anticipate construction
      costs for each of these stations to range up to $100,000 per station. We expect
      to use funds raised from our agreement with a principal shareholder, the sale
      of
      common stock, construction financing and financed equipment purchases to reduce
      the amount of cash funding required. We completed the construction of the
      Winslow, Arizona LPTV station in July 2006 at a cost of approximately $36,000,
      including equipment. We have not generated any operating revenues to date and
      expect future borrowings and/or financings will be necessary to meet our
      anticipated working capital needs over the next twelve months.




Our
      plan
      of business includes the following steps.




1.  During
      the next 12 months, construct, develop and commence operating two of the three
      LPTV stations for which we have acquired construction permits issued by the
      FCC.
      One station, in Winslow, Arizona was completed in July 2006 and we have received
      a license to operate the station. The station is owned by and operated by our
      subsidiary VBC.




2.  Continue
      to seek out and acquire construction permits to develop and operate LPTV, AM/FM
      radio stations licenses which we determine to have strategic growth potential.




3.  Continue
      to seek out the possible acquisition and operation of existing LPTV stations
      and
      AM/FM radio stations which we determine to have significant growth
      potential.




4.  During
      the next six months, hire a person with station operational experience to plan
      and conduct our broadcast business.




Our
      operations are being funded from proceeds of the public offering completed
      in
      April 2006. We also intend to finance the acquisition of construction permits
      and the construction of additional LPTV or radio station by securing outside
      financing for each station being developed or acquired. Potential sources of
      additional capital for the development and equipment acquisition of each LPTV
      or
      radio station could include our agreement with a principal shareholder, private
      placements with institutional investors, debt financing from private sources
      of
      capital, debt financing from banking institutions or equipment leases. Such
      investments or debt financing would typically be collateralized by the assets
      and business of each LPTV or radio station being financed. Additionally,
      investments may be raised by entering into joint ventures or partnerships with
      other related companies.




**22**


To
      date,
      we have acquired the three LPTV construction permits referred to above; one
      of
      which (Michigan) was abandoned in September, 2006. The acquisition of the
      remaining construction permits as well as the initial development of the LPTV
      stations have been financed from the proceeds of the public offering. The actual
      construction, development and initiation of these LPTV stations are expected
      to
      include additional financing through our agreement with a principal shareholder,
      outside capital investment or debt financing.




**Results
      of Operation**




Operating
      Results for the Fiscal Years Ended September 30, 2006 and 2005




During
      the fiscal years ended September 30, 2006 and 2005 we had no revenues from
      operations. Operating expenses for the station completed in fiscal 2006 amounted
      to $6,237 for the current year - there were none in the prior year. General
      and
      administrative expenses amounted to $126,789 for the fiscal year ended September
      30, 2006 compared to $13,091 for the year ended September 30, 2005.
      Approximately $33,000 of these expenses during the 2006 fiscal year relate
      to
      payments for consulting services rendered by our management team. The remaining
      expenses relate primarily to legal and accounting fees relating to establishing
      the LPTV stations and the review of our 2006 quarterly statements and the
      preparation of an SB-2 registration statement. General and administrative
      expenses in the 2005 fiscal year related primarily to start-up expenses of
      our
      business.




We
      incurred a net loss of $175,675 for the year ended September 30, 2006 compared
      to a loss of $15,113 for the year ended September 30, 2005. The larger losses
      during the 2006 fiscal year reflect increased expenses resulting from the growth
      of our business operations and related operating expenses of our first LPTV
      station, and a one-time write-off of $15,000 related to our Gladstone, MI
      construction permit. The net loss during the 2005 fiscal year reflects the
      initial start-up costs of our operations. We expect operating losses to continue
      until we are able to develop and commence operating our LPTV stations or until
      we acquire an operating LPTV or radio station.




Share-based
      compensation was $27,083 during the fiscal year ended September 30, 2006. These
      non-cash charges are related to issuances of common stock for services. During
      the 2006 fiscal year, these non-cash expenses related to the issuance of 325,000
      restricted shares of common stock (valued at $81,250) to two consultants for
      services related to our LPTV stations to be rendered during the none-month
      period of their contract (July 2006 through March 2007) . The issuance of
      restricted stock during fiscal year 2006 was deemed necessary by management
      to
      retain and compensate its consultants while conserving cash assets that would
      otherwise have been expended for this purpose.














**23**


**Equity
      and Capital Resources**




We
      have
      incurred losses since inception of our business (July 21, 2004) and, as of
      September 30, 2006, we had an accumulated deficit of $193,167. As of September
      30, 2006 we had cash of $39,443 and working capital of $65,918.




To
      date,
      we have funded our operations through a combination of borrowings from a
      stockholder and the issuance of common stock. We completed the purchase of
      three
      permits to construct LPTV stations in Winslow, AZ, Gladstone, MI, and Big Sky,
      MT in January 2006 for a total purchase price of $35,000. During the year ended
      September 30, 2006 we expended approximately $36,000 for construction and
      equipment of the LPTV station in Winslow, AZ.




In
      April
      2006, we completed a public offering of our common stock selling a total of
      789,800 shares for gross proceeds of approximately $197,000. After deducting
      offering expenses paid by Longfoot, we realized net proceeds of approximately
      $167,000 which has and will continue to be used to fund ongoing
      operations.




As
      of
      September 30, 2006 we had not yet generated revenues from the operation of
      our
      initial LPTV station in Winslow, AZ, but we anticipate generating revenues
      and
      positive cash flow during fiscal year 2007. Therefore, we anticipate obtaining
      capital to fund our immediate ongoing operations and business growth through
      a
      combination from the recently completed public offering and additional debt
      and
      equity financing. We anticipate that in the next twelve months, we will need
      approximately $100,000 to construct the one remaining LPTV stations for which
      we
      currently have a construction permit and to search, evaluate and acquire
      additional AM/FM radio station licenses or existing radio stations as they
      may
      become available for acquisition. As a result, although we expect to have
      sufficient funds to meet our capital requirements for the next twelve months
      we
      will need to secure additional outside financing for additional construction,
      acquisition and station operating requirements to fund our long term business
      plan.




We
      expect
      our expenses will continue to increase during the foreseeable future as a result
      of increased operational expenses and the development of our first and second
      LPTV stations. We estimate our capital expenditures will amount to approximately
      $100,000 over the next twelve months. However, we do not expect to start
      generating revenues from the operation of our initial LPTV stations for another
      6 to 9 months. Consequently, we are dependent on the proceeds from future debt
      or equity investments to fully fund our current operations and implement our
      long term business plan. If we are unable to raise sufficient capital, we may
      be
      required to delay or forego some portion of our business plan, which would
      have
      a material adverse affect on our anticipated results from operations and
      financial condition. To insure that our anticipated capital needs will be met,
      we have entered into an Irrevocable Funding Agreement with a major stockholder
      in which the stockholder has unconditionally agreed to provide funds of up
      to
      $150,000 to Longfoot during calendar year 2007. While we believe this amount
      should be sufficient to meet our capital requirements during 2007 there is
      no
      assurance that our estimates of our capital requirements will prove to be
      accurate. If the above referenced Funding Agreement amount were to be
      insufficient, we may not be able to secure other outside financing or even
      if we
      are able to secure outside financing, it may not be available in the amounts
      or
      the times when we require. Furthermore, such additional financing would likely
      take the form of bank loans, private placement of debt or equity securities
      or
      some combination of these. The




**24**


issuance
      of additional equity securities would dilute the stock ownership of current
      investors while incurring loans, leases or debt would increase our cash flow
      commitments and possible loss of valuable assets if such obligations were not
      repaid in accordance with their terms.




**Off-Balance
      Sheet Arrangements**




Since
      our
      inception through September 30, 2006, we have not engaged in any off-balance
      sheet arrangements as defined in Item 303(c) of the SEC’s Regulation
      S-B.




**25**





ITEM
              7.
            FINANCIAL
                STATEMENTS





INDEX
      TO
      FINANCIAL STATEMENTS





Independent
                Registered Public Accounting Firm’s Report
            F1Balance
                Sheet as of September 30, 2006
            F2Statements
                of Operations for the year ended September 30, 2006 and September
                30, 2005
                and for the cumulative period July 21, 2004 to September 30,
                2006
            F3Statements
                of Stockholders’ Equity for the period from July 21, 2004 (inception) to
                September 30, 2004, for the years ended September 30, 2005 and September
                30, 2006
            F4-F5Statements
                of Cash Flows for the period from July 21, 2004 (inception) to September
                30, 2005 and for the year ended September 30, 2006.
            F6-F7Notes
                to Financial Statements
            F8-F14








**26**


INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM’S REPORT








To
      the
      Board of Directors and Stockholders


Of
      Longfoot Communications Corp.:





We
      have
      audited the accompanying balance sheet of Longfoot Communications Corp. (a
      company in the development stage; the “Company”) as of September 30, 2006 and
      the related statements of operations, stockholders’ equity and cash flows for
      the year ended September 30, 2006, the period July 21, 2004 (date of inception)
      to September 30, 2005 and for the period July 21, 2004 (date of inception)
      to
      September 30, 2006. These financial statements are the responsibility of the
      Company’s management. Our responsibility is to express an opinion on these
      financial statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amount s and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall presentation of the financial statements. We believe
      that
      our audits provide a reasonable basis for our opinion.





In
      our
      opinion, the accompanying financial statements present fairly, in all material
      respects, the financial position of the Company at September 30, 2006 and the
      results of its operations and its cash flows for the year then ended, the period
      July 21, 2004 (date of inception) to September 30, 2004 and from July 21, 2004
      (date of inception) to September 30, 2006 in conformity with accounting
      principles generally accepted in the United States.








/s/
      Farber Hass Hurley & McEwen LLP


November
      30, 2006


Camarillo,
      California








**F-1**
 **LONGFOOT
            COMMUNICATIONS CORP.** **A
              DEVELOPMENT STAGE COMPANY**
 **CONSOLIDATED
              BALANCE SHEET**


**September
                  30, 2006****ASSETS****CURRENT
                  ASSETS**Cash
              
              $
              49,443Note
                  receivable - related party
              
              
              18,042Prepaid
                  expenses
              
              
              5,125**TOTAL
                  CURRENT ASSETS**
              
              
              72,610**EQUIPMENT**,
                  net of accumulated depreciation
              
              
              34,329**OTHER
                  ASSETS**Construction
                  rights
              
              
              20,000**TOTAL
                  ASSETS**
              
              $
              126,939**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY****LIABILITIES**Accrued
                  liabilities
              
              $
              6,692**TOTAL
                  LIABILITIES**
              
              
              6,692**STOCKHOLDERS’
                  EQUITY**Preferred
                  stock, par value $0.001 per shareAuthorized
                  - 1,000,000 sharesIssued
                  and outstanding - 0 shares
              
              
              -Common
                  stock, par value $0.001 per shareAuthorized
                  - 50,000,000 sharesIssued
                  and outstanding - 4,114,800 and 3,000,000 shares,
                  respectively
              
              
              4,114Additional
                  paid-in capital
              
              
              363,467Deferred
                  consulting fees
              
              
              (54,167
              )Deficit
                  accumulated during the development stage
              
              
              (193,167
              )**TOTAL
                  STOCKHOLDERS’ EQUITY**
              
              
              120,247**TOTAL
                  LIABILITIES AND STOCKHOLDERS’ EQUITY**
              
              $
              126,939





The
            accompanying notes are an integral part of the financial
            statements
 **F-2**
 **LONGFOOT
          COMMUNICATIONS CORP.** **A
            DEVELOPMENT STAGE COMPANY**
 **CONSOLIDATED
            STATEMENTS OF OPERATIONS**


**Year
                  Ended September 30, 2006**
              
              **Year
                  Ended September 30, 2005**
              
              **From
                  July 21, 2004 (Date of Inception) to September 30,
                  2006****DEVELOPMENT
                  STAGE EXPENSES**Operating
                  expenses
              
              $
              6,237
              
              $
              -
              
              $
              6,237General
                  and administrative
              
              
              126,789
              
              
              13,091
              
              
              142,259Consulting
                  fees, non-cash compensation
              
              
              27,083
              
              
              -
              
              
              27,083Impairment
                  of asset, construction rights
              
              
              15,000
              
              
              -
              
              
              15,000Interest
                  expense
              
              
              286
              
              
              2,022
              
              
              2,308**TOTAL
                  DEVELOPMENT STAGE EXPENSES**
              
              
              175,395
              
              
              15,113
              
              
              192,887**INTEREST
                  INCOME**
              
              
              520
              
              
              -
              
              
              520**(LOSS)
                  BEFORE INCOME TAXES**
              
              
              (174,875
              )
              
              (15,113
              )
              
              (192,367
              )Income
                  tax expense
              
              
              800
              
              
              -
              
              
              800**NET
                  (LOSS)**
              
              $
              (175,675
              )
              $
              (15,113
              )
              $
              (193,167
              )**NET
                  (LOSS) PER COMMON SHARE**Basic
                  and diluted
              
              $
              (0.05
              )
              $
              (0.14
              )
              $
              (0.11
              )**WEIGHTED
                  AVERAGE NUMBER OF COMMON****SHARES
                  OUTSTANDING**Basic
                  and diluted
              
              
              3,464,821
              
              
              107,945
              
              
              1,632,703





The
            accompanying notes are an integral part of the financial
            statements
 **F-3**
 **LONGFOOT
            COMMUNICATIONS CORP.** **A
              DEVELOPMENT STAGE COMPANY**
 **STATEMENT
              OF STOCKHOLDERS’ EQUITY**


**Common
                  Stock**
              
              **Additional
                  Paid-in Capital**
              
              **Deficit
                  Accumulated During the Development Stage**
              
              **Deferred
                  Consulting Fees**
              
              **Total
                  Stockholders’ Equity**Issuance
                  of common stock forCash,
                net of expenses
              
              
              100,000
              
              $
              100
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              100Expenses
                  contributed by stockholders
              
              
              -
              
              
              -
              
              
              2,200
              
              
              -
              
              
              -
              
              
              2,200Net
                  (loss) for the period endedSeptember
                30,
                2004
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,379
              )
              
              -
              
              
              (2,379
              )Balance,
                  September 30, 2004
              
              
              100,000
              
              
              100
              
              
              2,200
              
              
              (2,379
              )
              
              -
              
              
              (79
              )Issuance
                  of common stock forCash,
                net of expenses
              
              
              2,900,000
              
              
              2,900
              
              
              104,508
              
              
              -
              
              
              -
              
              
              107,408Expenses
                  contributed by stockholders
              
              
              -
              
              
              -
              
              
              6,700
              
              
              -
              
              
              -
              
              
              6,700Net
                  (loss) for the year endedSeptember
                30,
                2005
              
              
              -
              
              
              -
              
              
              -
              
              
              (15,113
              )
              
              -
              
              
              (15,113
              )Balance,
                  September 30, 2005
              
              
              3,000,000
              
              
              3,000
              
              
              113,408
              
              
              (17,492
              )
              
              -
              
              
              98,916Issuance
                  of common stock forCash,
                net of expenses
              
              
              789,800
              
              
              789
              
              
              166,694
              
              
              -
              
              
              -
              
              
              167,483Issuance
                  of common stock for
  The
                accompanying notes are an integral part of the financial
                statements
 **F-4**
 **LONGFOOT
                COMMUNICATIONS CORP.** **A
                  DEVELOPMENT STAGE COMPANY**
 **STATEMENT
                  OF STOCKHOLDERS’ EQUITY**
  Deferred
                consulting fees
              
              
              325,000
              
              
              325
              
              
              80,925
              
              
              -
              
              
              (81,250
              )
              
              -`Amortization
                  of deferred consultingFees
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              27,083
              
              
              27,083Expenses
                  contributed by stockholders
              
              
              -
              
              
              -
              
              
              2,440
              
              
              -
              
              
              -
              
              
              2,440Net
                  (loss) for the year endedSeptember
                30,
                2006
              
              
              -
              
              
              -
              
              
              -
              
              
              (175,675
              )
              
              
              
              
              (175,675
              )Balance,
                  September 30, 2006
              
              
              4,114,800
              
              $
              4,114
              
              $
              363,467
              
              $
              (193,167
              )
              $
              (54,167
              )
              $
              120,247


The
            accompanying notes are an integral part of the financial
            statements
 **F-5**
 **LONGFOOT
              COMMUNICATIONS CORP.**
 **A
              DEVELOPMENT STAGE COMPANY**
 **CONSOLIDATED
              STATEMENTS OF CASH FLOWS**


**Year
                    Ended September 30, 2006**
                
                **Year
                    Ended September 30, 2005**
                
                **From
                    July 21, 2004 (Date of Inception) to September 30,
                    2006****CASH
                    FLOWS FROM OPERATING ACTIVITIES:**Net
                  (loss)
                
                $
                (175,675
                )
                $
                (15,113
                )
                $
                (193,167
                )Adjustments
                  to
                  reconcile net (loss) to net cash(used)
                  by operating activities:Expenses
                  contributed by stockholders
                
                
                2,440
                
                
                6,700
                
                
                11,340Consulting
                  fees, non-cash compensation
                
                
                81,250
                
                
                -
                
                
                81,250Depreciation
                  expense
                
                
                1,810
                
                
                -
                
                
                1,810Impairment
                  of
                  asset, construction rights
                
                
                15,000
                
                
                -
                
                
                15,000Changes
                  in operating assets and liabilities:Prepaid
                  expenses
                
                
                (3,175
                )
                
                -
                
                
                (3,175
                )Deferred
                  consulting fees
                
                
                (54,167
                )
                
                -
                
                
                (54,167
                )Accrued
                  liabilities
                
                
                4,120
                
                
                2,472
                
                
                6,692**NET
                  CASH (USED) BY OPERATING ACTIVITIES**
                
                
                (128,397
                )
                
                (5,941
                )
                
                (134,417
                )**CASH
                    FLOWS FROM INVESTING ACTIVITIES:**Refund
                  of license deposit
                
                
                -
                
                
                35,000
                
                
                -Purchase
                  of
                  equipment
                
                
                (36,139
                )
                
                -
                
                
                (36,139
                )Acquisition
                  of
                  construction rights
                
                
                (35,000
                )
                
                -
                
                
                (35,000
                )**NET
                  CASH (USED) PROVIDED BY INVESTING ACTIVITES**
                
                
                (71,139
                )
                
                35,000
                
                
                (71,139
                )**CASH
                    FLOWS FROM FINANCING ACTIVITIES:**Deferred
                  registration costs
                
                
                -
                
                
                (1,950
                )
                
                (1,950
                )Note
                  receivable - related party
                
                
                (18,042
                )
                
                -
                
                
                (18,042
                )Proceeds
                  from
                  note payable - related party
                
                
                -
                
                
                1,000
                
                
                36,100Repayment
                  of
                  note payable - related party
                
                
                (8,064
                )
                
                (27,936
                )
                
                (36,100
                )Proceeds
                  from
                  sale of common stock, net of expenses
                
                
                167,483
                
                
                107,408
                
                
                274,991**NET
                  CASH PROVIDED BY FINANCING ACTIVITES**
                
                
                141,377
                
                
                78,522
                
                
                254,999**NET
                    INCREASE (DECREASE) IN CASH****AND
                  CASH EQUIVALENTS**
                
                
                (58,159
                )
                
                107,581
                
                
                49,443**CASH
                    AND CASH EQUIVALENTS****AT
                  THE
                  BEGINNING OF****THE
                  PERIOD**
                
                
                107,602
                
                
                21
                
                
                -**CASH
                    AND CASH EQUIVALENTS****AT
                  THE
                  END OF THE PERIOD**
                
                $
                49,443
                
                $
                107,602
                
                $
                49,443


The
            accompanying notes are an integral part of the financial
            statements
 **F-6**
 **LONGFOOT
              COMMUNICATIONS CORP.**
 **A
              DEVELOPMENT STAGE COMPANY**
 **CONSOLIDATED
              STATEMENTS OF CASH FLOWS
              (CONTINUED)**


**For
                the Year Ended September 30, 2006**
            
            **Year
                Ended September 30, 2005**
            
            **From
                July 21, 2004 (Date of Inception) to September 30,
                2006****SUPPLEMENTAL
                DISCLOSURE OF****CASH
              FLOW INFORMATION**Interest
              paid
            
            $
            286
            
            $
            2,022
            
            $
            2,308Taxes
              paid
            
            $
            800
            
            $
            -
            
            $
            800**SCHEDULE
                OF NON-CASH INVESTING AND****FINANCING
              ACTIVITIES:**Expenses
              contributed by stockholders
            
            $
            2,440
            
            $
            6,700
            
            $
            11,340Issuance
              of
              325,000 shares of common stock for consulting agreement
            
            $
            81,250
            
            $
            -
            
            $
            81,250





















































The
            accompanying notes are an integral part of the financial
            statements
 **F-7**
 **LONGFOOT
            COMMUNICATIONS CORP.**
 **A
            DEVELOPMENT STAGE COMPANY**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**


**NOTE
      1.** **GENERAL**




**Nature
      of Business and History**




Longfoot
      Communications Corp, (the “Company”), was organized July 21, 2004 in Delaware as
      a media company primarily focused on obtaining, developing and operating radio
      and low power television stations. From inception through September 30, 2006
      the
      Company has commenced the development of one station. The Company owns one
      subsidiary, Village Broadcasting Corp., (hereinafter referred to as
“VBC”).




**Basis
      of Presentation and**  **Principles
      of Consolidation**




The
      consolidated financial statements include the accounts of Longfoot
      Communications Corp. and its wholly-owned subsidiary VBC. All material
      inter-company accounts and transactions have been eliminated.




As
      of
      September 30, 2006, the Company was in the development stage of operations.
      According to the Financial Accounting Standards Board of the Financial
      Accounting Foundation, a development stage Company is defined as a company
      that
      devotes most of its activities to establishing a new business activity. In
      addition, planned principal activities have not commenced, or have commenced
      and
      have not yet produced significant revenue.





**NOTE
      2.** **SIGNIFICANT
      ACCOUNTING POLICIES**





**Estimates
      and Assumptions**





The
      accompanying consolidated financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States which
      requires management to make estimates and assumptions that effect the accounting
      for and recognition of assets, liabilities, stockholders' equity, revenue and
      expenses. Estimates and assumptions are made because


**F-8**


certain
      information is dependent on future events. Actual results could differ from
      those estimates.





**Disclosure
      About Fair Value of Financial Instruments**





The
      Company estimates that the fair value of all financial instruments at September
      30, 2006 as defined in FASB 107 does not differ materially from the aggregate
      carrying values of its financial instruments recorded in the accompanying
      balance sheet. The estimated fair value amounts have been determined by the
      Company using available market information and appropriate valuation
      methodologies. Considerable judgment is required in interpreting market data
      to
      develop the estimates of fair value, and accordingly, the estimates are not
      necessarily indicative of the amounts that the Company could realize in a
      current market exchange





**Cash
      and Cash Equivalents**





The
      Company considers all highly liquid debt instruments with original maturity
      dates of three months or less when purchased to be cash equivalents. At
      September 30, 2006 there were no cash equivalents. The Company maintains its
      cash in a reputable bank which, at times, may exceed federally insured limits.
      The Company has not experienced any losses in such accounts.





**Prepaid
      Expenses**





The
      Company amortizes its prepaid expenses on a straight-line basis over the period
      during which it will receive the underlying services.





**Equipment**




Equipment
      is stated at cost. Major renewals and improvements are charged to the asset
      accounts while replacements, maintenance and repairs, which do not improve
      or
      extend the lives of the respective assets, are expensed. At the time equipment
      is retired or otherwise disposed of, the assets and related accumulated
      depreciation accounts are relieved of the applicable amounts. Gains or losses
      from retirements or sales are credited or charged to income.


**F-9**




Depreciation
      is provided for by the accelerated and straight-line methods over the following
      estimated useful life:




Broadcasting
      and other equipment 5
      Years







**Long
      Lived Assets**




The
      Company reviews its long-lived assets for impairment whenever events or changes
      in circumstances indicate that the historical cost-carrying value of an asset
      may no longer be appropriate. The Company assesses recoverability of the
      carrying value of an asset by estimating the future net cash flows expected
      to
      result from the asset, including eventual disposition. If the future net cash
      flows are less than the carrying value of the asset, an impairment loss is
      recorded equal to the difference between the asset’s carrying value and fair
      value. After reviewing the Company’s construction plan for a broadcasting
      station near Gladstone, MI, the Company’s management, consultants and engineers
      determined it was not a viable plan and has fully impaired the value, $15,000,
      of its construction right as of September 30, 2006. The Company did not record
      any impairment in the year ended September 30, 2005. See Note 5.




**** **Preferred
      Stock**




The
      Company has approved the creation of a Preferred Stock. As of this date, no
      terms or rights attributable to this stock have been created.




**Income
      Taxes**





The
      Company accounts for its income taxes under the provisions of Statement of
      Financial Accounting Standards 109 ("SFAS 109"). The method of accounting for
      income taxes under SFAS 109 is an asset and liability method. The asset and
      liability method requires the recognition of deferred tax liabilities and assets
      for the expected future tax consequences of temporary differences between tax
      bases and financial reporting bases of other assets and liabilities. The Company
      has net operating loss carryforwards totaling approximately $155,000 at
      September 30, 2006 for Federal income tax purposes available to offset future
      taxable income through 2026. Deferred tax assets consist substantially of the
      net operating loss carryforward. The Company has made a 100% valuation allowance
      against the deferred tax asset. The Company’s allowance increased approximately
      $55,000 from 2005 to 2006. In assessing the realizability of deferred tax
      assets, management considers whether it is more likely than not that some
      portion or all of the deferred tax assets will not be realized. The ultimate
      realization of deferred tax assets is dependent upon the generation of future
      taxable income during the periods in which those temporary differences become
      deductible. Management considered the scheduled reversal of deferred tax
      liabilities,




**F-10**


projected
      future taxable income and tax planning strategies in making this
      assessment.





**Value
      of Stock Issued for Services**





The
      Company periodically issues shares of its common stock in exchange for, or
      in
      settlement of, services. The Company’s management values the shares issued in
      such transactions at either the then market price of the Company’s common stock,
      as determined by the Board of Directors and after taking into consideration
      factors such as volume of shares issued or trading restrictions, or the value
      of
      the services rendered, whichever is more readily determinable.





**Net
      Income (Loss) Per Share**





The
      Company adopted Statement of Financial Accounting Standards No. 128 that
      requires the reporting of both basic and diluted earnings (loss) per share.
      Basic earnings (loss) per share is computed by dividing net income (loss)
      available to common stockholders by the weighted average number of common shares
      outstanding for the period. Diluted earnings (loss) per share reflects the
      potential dilution that could occur if securities or other contracts to issue
      common stock were exercised or converted into common stock. In accordance with
      FASB 128, any anti-dilutive effects on net income (loss) per share are excluded.
      The Company has no potentially dilutive securities outstanding at September
      30,
      2006.




**** **Recently-Issued
      Accounting Pronouncements**





The
      FASB
      recently issued the following statements:





In
      February 2006, the FASB issued FASB Staff Position (“FSP”) FAS 123R-4
“Classification of Options and Similar Instruments Issued as Employee
      Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent
      Event.”  FSP FAS 123R-4 addresses the classification of options and similar
      instruments issued as employee compensation that allow for cash settlement
      upon
      the occurrence of a contingent event and amends paragraphs 32 and A229 of SFAS
      123R.  The adoption of FSP FAS123R-4 has not had a significant impact on
      the Company’s consolidated financial position or results of
      operations.





Emerging
      Issues Task Force (“EITF”) bulletin no. 05-6 relates to the amortization period
      for leasehold improvements. The statement provides that leasehold improvements
      acquired in a business combination should be amortized over the shorter of
      the
      useful life of the assets or the term which includes required leased periods
      and
      renewals that are deemed to be reasonably assured. Further, leasehold
      improvements that are placed in service significantly after and not




**F-11**


contemplated
      at or near the beginning of the lease term should be amortized over the shorter
      of the useful life of the assets or a term that includes required lease periods
      and renewals that are deemed to be reasonably assured. The Company will adopt
      the provisions of EITF 05-6 with respect to such transactions.





In
      July
      2006, the FASB issued Financial Interpretation No. 48, “Accounting for
      Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109”
(“FIN 48”), which is a change in accounting for income taxes. FIN 48 specifies
      how tax benefits for uncertain tax positions are to be recognized, measured,
      and
      derecognized in financial statements; requires certain disclosures of uncertain
      tax matters; specifies how reserves for uncertain tax positions should be
      classified on the balance sheet; and provides transition and interim period
      guidance, among other provisions. FIN 48 is effective for fiscal years beginning
      after December 15, 2006. The Company does not expect the adoption of FIN 48
      will have a material impact on its financial position or results of
      operations.




In
      September 2006, the FASB issued SFAS No. 157 (“FAS 157”), “Fair Value
      Measurements.” Among other requirements, FAS 157 defines fair value and
      establishes a framework for measuring fair value and also expands disclosure
      about the use of fair value to measure assets and liabilities. FAS 157 is
      effective beginning the first fiscal year that begins after November 15, 2007.
      The Company is currently evaluating the impact of FAS 157 on its financial
      position and results of operations.





Additionally,
      there are no recently issued accounting standards with pending adoptions that
      the Company's management currently anticipates will have any material impact
      upon its financial statements.





**NOTE
      3.** **NOTE
      RECEIVABLE - RELATED PARTY**





During
      the year ended September 30, 2006, the Company received a note from a principal
      shareholder for $17,522 covering the costs in excess of 15% of the gross
      proceeds from the Company’s offering; the note bears interest at 8% a year.
      Interest is payable in October 2006 and April 2007 with the principal amount
      due
      in April 2007. At September 30, 2006, the balance of the note, including
      interest was $18,042. See Note 7.





**NOTE
      4.** **EQUIPMENT**





Equipment
      and accumulated depreciation at September 30, 2006 consist of:




Broadcasting
                equipment
            
            $
            36,139




**F-12**




Less
                accumulated depreciation
            
            
            (1,810
            )Total
                equipment
            
            $
            34,329





**NOTE
      5.** **CONSTRUCTION
      RIGHTS**




In
      October, 2005 the Company entered into an escrow agreement for the acquisition
      of three construction permits for Low Power Television Stations and paid a
      deposit of $7,000. In January 2006 the Company received approval from the
      Federal Communications Commission and paid the balance of $28,000. The
      construction permits are held by VBC. During the year ended September 30, 2006,
      the Company completed construction of a station at one of the locations.




The
      cost
      of construction rights is not being amortized. The Company will periodically
      review the carrying amount of the rights and, if considered necessary, record
      a
      reduction of the cost to fair value. After reviewing the Company’s construction
      plan for a broadcasting station near Gladstone, MI, the Company’s management,
      consultants and engineers determined it was not a viable plan and has fully
      impaired the value, $15,000, of its construction rights as of September 30,
      2006.




**NOTE
      6.** **NOTE
      PAYABLE - RELATED PARTY**




Occasionally,
      the Company receives advances from a related party in the form of a note
      receivable. The note calls for 8% interest and is due upon the demand. At
      September 30, 2006, there was no balance owing on the note.





**NOTE
      7.** **STOCKHOLDERS’
      EQUITY**





In
      September 2005 we issued 2,900,000 shares of common stock at a price of
      approximately $0.04 per share to five related parties for total proceeds of
      $107,408. These shares are deemed to be “restricted securities” as defined in
      Rule 144 under the 1933 Act and bear a legend stating the restrictions on
      resale.




On
      November 8, 2005, the Company's Board of Directors increased the authorized
      common stock to 50,000,000 shares, $0.001 par value and authorized 1,000,000
      shares of preferred stock, $0.001 par value. There have been no rights or
      privileges assigned to the preferred stock at this time.




In
      March
      2006 the Company's registration statement for the sale of common stock was
      declared effective by the U.S. Securities and Exchange Commission. The Company
      sold 789,800 shares at $0.25 per share. Certain of the Company's stockholders
      agreed to reimburse the Company for costs of the offering in excess of 15%
      of
      the gross proceeds. See Note 3. The Company received a total of $167,483 from
      the offering, net of expenses.




**F-13**


In
      July
      2006, the Company issued 325,000 shares of its common stock in payment of a
      consulting agreement. The stock was valued at $0.25 per share for a total value
      of $81,250. The value is being amortized over life of the agreement, nine
      months, and has an unamortized value of $54,167 at September 30,
      2006.





**NOTE
      8.** **RELATED
      PARTY TRANSACATIONS**




Through
      September 30, 2006, the Company's President provided consulting and
      administrative services to the Company at no cost. The fair value of the
      services was based on the estimated hours incurred at $40 per hour and has
      been
      recorded as a charge to expense and a credit to Additional Paid-in
      Capital.





The
      Company is leasing its primary office space on a month-to-month basis
      (cancelable upon a 30 day written notice) from a company controlled by principal
      stockholders. The monthly rent is $500, based upon the estimated allocation
      of
      the space used. Rent expense amounted to $5,500 and $-0- for the years ended
      September 30, 2006 and 2005, respectively





**NOTE
      9.** **LEASES**




The
      Company is leasing a tower on which its television broadcasting system is being
      constructed. The lease is for three years through May 2008 and provided for
      monthly rent of $500 during the first year ($6,000), $550 a month during the
      second year ($6,600) and $600 a month for the third year ($7,200). The Company
      prepaid $3,000 upon execution of the lease. Total rent expense was $2,200 and
      $0, for the years ended September 30, 2006 and 2005, respectively.





**NOTE
      10.   SUBSEQUENT
      EVENT**





**** In
      December 2006, the Company entered into an irrevocable funding agreement with
      a
      principal shareholder to fund its cash flow requirements through December 2007.
      The
      agreement allows the Company to borrow up to $150,000 for working capital
      or capital requirements as needed at any time during the period, payable December
      31, 2007, interest at 5%. The shareholder may convert any portion of the
      funds
      loaned into restricted common stock at a conversion price of $0.1925 per
      share.




**F-14**


ITEM
      8. CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURE





None





ITEM
      8A. CONTROLS
      AND PROCEDURES





Disclosure
      Controls and Procedures .




We
      carried out an evaluation, under the supervision and with the participation
      of
      management, including our principal executive officer and principal financial
      officer, of the effectiveness of the design and operation of our disclosure
      controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) under
      the Securities Exchange Act of 1934, as amended) as of the end of the year
      covered by this report. Based upon that evaluation, our principal executive
      officer and principal financial officer concluded that our disclosure controls
      and procedures are effective in timely alerting them to material information
      relating to us (including our consolidated subsidiary) that is required to
      be
      included in our periodic reports.




Changes
      in Internal Control Over Financial Reporting .





There
      was
      no change in our internal control over financial reporting that occurred during
      the period covered by this report that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial
      reporting.





ITEM
      8B.  OTHER
      INFORMATION





None.




**27**


**PART
      III**









ITEM
      9.  DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL


PERSONS;
      COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE


ACT





Our
      Board
      of Directors currently consists of three members. Each director holds office
      until his successor is duly elected by the stockholders. Executive officers
      serve at the pleasure of the Board of Directors. Our current directors and
      executive officers are:


Name
            Age
            Position
            Held
                SinceArthur
                Lyons
            60
            President
                and Chairman
            7/21/2004Justin
                Farar
            31
            Vice
                President of Operations
            9/30/2005Jack
                Brehm
            78
            Chief
                Financial Officer, Secretary, and Director
            9/30/2005Aaron
                A. Grunfeld
            60
            Director
            9/30/2005





**Arthur
      Lyons** was our
      sole officer and director from inception until September 30, 2005 at which
      time
      he resigned his positions as CFO but remained as president, secretary and a
      director. On October 25, 2005, Mr. Lyons resigned as secretary but remained
      as
      president and a director. Mr. Lyons also serves as the president and sole
      director of VBC. Mr. Lyons devotes at least 20 hours per week to our business
      operations. Mr. Lyons has served as an officer and director for several public
      companies over the last decade. In addition, he has been the producer, founder
      and director of the Palm Springs Film Noir Festival for the past five years
      and
      has been a businessman and restaurateur in Southern California for over 30
      years. From 1992 to 1996, Mr. Lyons was an elected member of the Palm
      Springs, California City Council and was Mayor Pro Tem of that city for a year
      during that period. Mr. Lyons is the author of twelve mystery novels/short
      stories and has written screenplays for television. Mr. Lyons is a graduate
      of
      the University of California at Santa Barbara.





**Justin
      Farar** has been
      our vice president of operations since September 30, 2005. Mr. Farar
      devotes approximately 20 hours a week to our affairs. Mr. Farar also serves
      as
      vice president of VBC. Mr. Farar previously worked as an associate at the
      international law firm, O’Melveny & Myers, from September 2001 to April
      2005, where he served as an entertainment litigator handling cases for major
      studio clients. From 2000 to 2001, Mr. Farar clerked for the Honorable Kim
      McLane Wardlaw on the Ninth Circuit Court of Appeals. Mr. Farar also presently
      serves as a Commissioner for the City of Los Angeles Convention and Exhibition
      Authority, where he helps plan and negotiate the future expansion of the Los
      Angeles Convention and Exhibition Center. Mr. Farar holds a Bachelors Degree
      from the University of California, San Diego and a law degree from the
      University of Southern California.





**28**


**Jack
      Brehm** has been
      our chief financial officer since September 30, 2005 and our secretary since
      October 25, 2005. Mr. Brehm devotes approximately 10 hours a week to our
      affairs. Mr. Brehm also serves as the chief financial officer and secretary
      of
      VBC. Mr. Brehm has more than 50 years of senior executive level experience
      in accounting and finance and has, in the past, served as a financial officer
      or
      on the Board of Directors of several public companies. From 1988 through 2004,
      Mr. Brehm was also a consultant in his own practice to public and private
      companies on merger, acquisition and other business matters. For almost 40
      years
      until September 1988, Mr. Brehm was with Ernst & Young, LLP, an
      international firm of certified public accountants. At his retirement in
      September 1988, Mr. Brehm was a senior partner of Ernst & Young, in Century
      City and Los Angeles, and a member of that firm’s accounting and audit
      committee.





**Aaron
      A. Grunfeld** was **** appointed
      to the Board of Directors on September 30, 2005. Mr. Grunfeld has been a
      practicing attorney with Resch Polster Alpert & Berger LLP, a Los Angeles
      law firm from November 1995 until August 2006. Since that date he has been
      principal of Law Offices of Aaron A. Grunfeld and Associates’. Mr. Grunfeld’s
      practice includes securities and corporate matters including domestic and
      international transactions. Mr. Grunfeld is currently a director of Hydrogen
      Power, Inc., formerly known as Equitex, Inc. and Fast Funds Corporation, each
      of
      which is a publicly traded company that files reports under the Securities
      Exchange Act of 1934.


Directors
      serve for a one-year term.  Our Bylaws currently provide for three to six
      directors.





Consultant





**Sim
      Farar** has
      assisted us in identifying, bidding on and acquiring various LPTV and radio
      station licenses. Sim Farar is expected to continue to assist us in the
      development of our business. He has been a business owner and consultant in
      the
      Los Angeles area for over 25 years. Sim Farar, along with Justin Farar, through
      their company JDF Investments LLC (“JDF”), acquired the Palm Springs, CA LPTV
      station KYAV - Channel 12 in August 2001. JDF initially broadcast the Home
      Shopping Network and in September 2002 replaced HSN with Azteca American (a
      Spanish speaking network broadcast from Mexico). The LPTV station in Palm
      Springs eventually achieved strong revenues and was sold in May 2003 to CBS
      at a
      substantial profit. Mr. Farar will assist in evaluating new station acquisitions
      and implementation of programming when stations became operational.





Family
      Relationships





Justin
      Farar is the son of Sim Farar.





Board
      Committees





*Audit
      Committee*




The
          audit committee of our board of directors is responsible for reviewing
          and
          monitoring our
  **29**
 financial
          statements and internal accounting procedures, recommending the selection
          of
          independent auditors by our board, evaluating the scope of the annual audit,
          reviewing audit results, consulting with management and our independent
          auditor
          prior to presentation of financial statements to stockholders and, as
          appropriate, initiating inquiries into aspects of our internal accounting
          controls and financial affairs. Our audit committee consists of Mr. Grunfeld
          who
          serves as chairman and Mr. Brehm. Due to the fact that we are in our business
          development stage and have not yet assembled our complete management team,
          the
          audit committee does not currently have exclusively disinterested directors
          as
          members nor does it have a member who qualifies as a disinterested “audit
          committee financial expert” under the federal securities laws. We hope to be
          able to fill these positions in early 2007.




*Compensation
      and Nominations Committees*





We
      currently have no compensation or nominating committee or other board committee
      performing equivalent functions. Currently, all members of our board of
      directors participate in discussions concerning executive officer compensation
      and nominations to the board of directors.





**Code
      of Conduct and Ethics**





Our
      board
      of directors has adopted a code of business conduct and ethics applicable to
      our
      directors, officers and employees, in accordance with applicable federal
      securities laws and the Nasdaq Rules.





**Indemnification
      of Executive Officers and Directors**





The
      General Corporation Law of the State of Delaware permits indemnification of
      directors, officers, and employees of corporations under certain conditions
      subject to certain limitations. Article VII of our Certificate of Incorporation
      states that we may provide indemnification of our agents, including our officers
      and directors to the maximum extent permitted by the Delaware Corporation Law.
      In the event that a claim for indemnification (other than the payment by us
      of
      expenses incurred or paid by our sole director and officer in the successful
      defense of any action, suit or proceeding) is asserted by such director, officer
      or controlling person in connection with the securities being registered, we
      will, unless in the opinion of our counsel the matter has been settled by
      controlling precedent, submit to a court of appropriate jurisdiction the
      question whether such indemnification by it is appropriate and will be governed
      by the final adjudication of such issue.





Insofar
      as indemnification for liabilities arising under the Securities Act of 1933
      may
      be permitted to directors, officers and controlling persons pursuant to the
      foregoing provisions, or otherwise, we have been advised that in the opinion
      of
      the SEC such indemnification is against public policy as expressed in the
      Securities Act and is, therefore, unenforceable.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





**30**


Longfoot
      is filing this annual report pursuant to Section 15(d) of the 1934 Act and
      does
      not have any shares currently registered under the 1934 Act. As such our
      executive officers and directors, and persons who own more than 10% of our
      common stock are not required to file reports pursuant to Section 16(a) of
      the
      1934 Act with the Securities and Exchange Commission (the "SEC").





ITEM
      10. EXECUTIVE
      COMPENSATION





The
      following table sets forth the compensation of our Officers during the latest
      fiscal year. No compensation was paid prior thereto. in excess of $100,000
      during the last completed fiscal year.





**Summary
      Compensation Table**




Annual
                  Compensation
              Long
                  TermCompensationAwards
              PayoutFiscal
                Year
              Salary
                ($)
              Bonus
                ($)
              Other
                  Annual
                Compensation
                ($)
              Restricted
                  Stock Award
                ($)
              Securities
                  Underlying Options
                ($)
              LTIP
                Payout
                ($)
              All
                  Other
                Compensation
                ($)Arthur
                  Lyons,
                CEO
              2006
                2005
                2004(1)
              -0-
                -0-
                -0-
              -0-
                -0-
                -0-
              -0-
                -0-
                -0-
              -0-
                -0-
                -0-
              -0-
                -0-
                -0-
              -0-
                -0-
                -0-
              -0-
                -0-
                -0-





(1) For the
      period July 21, 2004 (inception) to September 30, 2004.








Mr.
      Lyons
      has provided services to us at no charge during the early stages of our
      business. A monthly salary of $2,000 has been paid to Justin Farar since
      November 1, 2005. Jack Brehm was paid $13,050 during the fiscal year 2006 for
      services as rendered. As our business progresses and grows, we expect to begin
      paying salaries to each of our officers. We also expect to hire part-time and
      full-time employees and consultants who will be paid compensation and consulting
      fees.





**Employment/Consulting
      Agreements**





We
      do not
      have any employment or consulting agreements.





**Stock
      Option Plan**





We
      do not
      have a stock option plan and we have not issued any warrants, options or other
      rights to acquire our securities. However, we intend to adopt an incentive
      and
      non-statutory stock option plan during the current fiscal year.





**31**


**Employee
      Pension, Profit Sharing or other Retirement Plans**





We
      do not
      have a defined benefit, pension plan, profit sharing or other retirement plan,
      although we may adopt one or more of such plans in the future.





**Director's
      Compensation**





At
      present we do not pay our directors for attending meetings of our Board of
      Directors, although we expect to adopt a director compensation policy by the
      end
      of the current year. We have no standard arrangement pursuant to which our
      directors are compensated for any services provided as a director or for
      committee participation or special assignments.





ITEM
      11.  SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND


MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS


The
      following tables set forth as of September 30, 2006 the ownership of our common
      stock by each person known by us to be the beneficial owner of more than 5%
      of
      our outstanding common stock, our directors, and our executive officers and
      directors as a group.  To the best of our knowledge, the persons named have
      sole voting and investment power with respect to such shares, except as
      otherwise noted.  There are no known pending or anticipated arrangements
      that may cause a change in control.





**Name
                and Address**
            **Number
                of Shares Owned Beneficially**
            **Percentages****of
                Outstanding******Arthur
                Lyons
              President,
                CEO, Director
              914
                Westwood Blvd., Ste. 809
              Los
                Angeles, California 90024
            10,000
            .*Gusmail,
                LLC
              Justin
                Farar, Manager
              Vice
                President
              914
                Westwood Blvd., Suite 809
              Los
                Angeles,, California 90024
            900,000**(1)**
            22%Aaron
                Grunfeld
              Director
              10390
                Santa Monica Blvd., 4thFl.
              Los
                Angeles, California 90025
            100,000
            2%Jack
                Brehm
              Chief
                Financial Officer, Director
              9229
                Sunset Blvd., Ste. 810
              West
                Hollywood, California 90069
            100,000
            2%All
                Executive Officers and directors as a group (4 people)
            1,110,000
            27%






**32**




**Name
                and Address**
            **Number
                of Shares Owned Beneficially**
            **Percentages
                of Outstanding**Stockholders
                owning 5% or more of outstanding common stockPP60,
                LLC
              Sim
                Farar, Manager
              9229
                Sunset Blvd., Suite 810
              West
                Hollywood, California 90069
            990,000**(1)**
            24%32
                Mayall, LLC
              Joel
                Farar, Manager
              914
                Westwood Blvd., Ste. 809
              Los
                Angeles, California 90024
            900,000**(1)**
            22%Andrew
                Limpert
              c/o
                B. Getty
              1245
                E. Brickyard Rd. #590
              Salt
                Lake City, UT 84100
            208,000**(2)**
            5%


*
      Less
      than 1%


(1) Justin
      Farar and Joel Farar are the adult sons of Sim Farar and each disclaims
      beneficial ownership of the shares held by the other .


(2) Amount
      includes 100,000 shares owned by Mr. Limpert’s wife for which he disclaims
      beneficial ownership.








**Change
      of Control**





On
      September 30, 2005 we sold 2,790,000 shares of our restricted common stock,
      representing 93% of our currently outstanding common stock to PP60, LLC (an
      entity controlled by Sim Farar), Gusmail, LLC (an entity controlled by Justin
      Farar) and 32 Mayall, LLC (and entity controlled by Joel Farar). Effective
      as of
      September 30, 2005, Justin Farar assumed a vice president position with
      Longfoot. These stockholders do not intend to seek any change in our current
      management.





ITEM
      12. CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS





At
      September 30, 2006, Sim Farar owed the Company $18,042 for a note, including
      interest at 8% a year covering costs in excess of 15% of the gross proceeds
      from
      the Company’s offering in 2006. Interest was paid in October 2006 and the
      balance, including interest, is due in April 2007.




At
      September 30, 2005 we were indebted to Sim Farar in the amount of $8,064. Sim
      Farar had loaned us $36,000 at an 8% interest rate to fund our operating
      expenses of which $29,958 (including interest), was repaid in 2005 and the
      balance in fiscal 2006. Neither Sim Farar nor any other stockholder is under
      any
      current commitment to make any loans to or otherwise provide capital to us.




**33**


Sim
      Farar
      is the father of Justin Farar and Joel Farar.




Trifar
      Investment Company, from which we lease our office space, is owned by Sim Farar,
      Justin Farar and Joel Farar and is, therefore, deemed to be a related party
      to us.




The
      lease
      of our office space from Trifar Investment Company are on terms as favorable
      to
      us as would be available from an unaffiliated party.




Effective
      December 18, 2006, we entered into an Irrevocable Funding Agreement with PP60,
      LC, an entity owned by Mr. Swim Farar in which PP60, LLC unconditionally agreed
      to advance funds of up to $150,000 to Longfoot in order to fund operating
      expenses during calendar year 2007. We will pay interest of 5% per annum on
      any
      funds advanced. In addition, PP60, LLC was granted the option to convert and
      advanced funds plus interest thereon into shares of our restricted common stock
      at a fixed conversion price of $0.1925 per share. The conversion price
      represents a 45% discount of the last sales price of our common stock on the
      effective date of the agreement. The independent Board determined this
      conversion price to be fair based upon the restricted nature of the shares
      to be
      issued to PP60, LLC, if any, and the fact that the contractual commitment is
      binding on PP60, LLC as of the effective date. The Agreement was approved by
      the
      unanimous consent of our Directors.




Should
      a
      transaction, proposed transaction, or series of transactions involve one of
      our
      officers or directors or a related entity or an affiliate of a related entity,
      or holders of stock representing 5% or more of the voting power (a “related
      entity”) of our then outstanding voting stock, the transactions must be approved
      by the unanimous consent of our board of directors. In the event a member of
      the
      board of directors is a related party, that member will abstain from the
      vote.




ITEM
      13. EXHIBITS





**Exhibit
                No.**
            **Description
                of Exhibit****3.1.1**
            **Certificate
                of Incorporation****3.1.2**
            **Restated
                Certificate of Incorporation****3.2**
            **By-Laws****3.3**
            **Code
                of Business Conduct and Ethics****5.1**
            **Opinion
                of Counsel****10.1**
            **Low
                Power Television Construction Permit issued February 9, 2004 for
                Winslow,
                Arizona.****10.2**
            **Low
                Power Television Construction Permit issued May 4, 2004 for Gladstone,
                Michigan****10.3**
            **Low
                Power Television Construction Permit issued May 4, 2004 for Big Sky,
                Montana****10.4**
            **Construction
                Permit Purchase Agreement, dated October 13, 2005, regarding our
                acquisition of low power television stations located in Winslow,
                Arizona;
                Gladstone, Michigan and Big Sky, Montana.****10.5**
            **Escrow
                Agreement dated October 13, 2005 for transfer of construction permits.**




**34**




**10.6**
            **Assignment
                of Construction Permits from Longfoot Communications Corp. to Village
                Broadcasting Corp.****10.7**
            **FCC
                Consent to Transfer Construction Permits****10.8**
            **Assignment
                of Construction Permits****10.9***
            **Irrevocable
                Funding Agreement Dated December
                18, 2006****21**
            **Subsidiaries
                of the Issuer****31.1***
            **Certification
                by CEO pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002****31.2***
            **Certification
                by CFO pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002****32***
            **Certification
                pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002**___________________________
              **All
                exhibits are incorporated by reference to the Registrant’s Registration
                Statement on Form SB-2 (No. 333-130110) except as indicated filed
                with the
                Commission on December 2, 2005**
              ***
                Filed with this Form
                10-KSB**





ITEM
      14. PRINCIPAL
      ACCOUNTANT FEES AND SERVICES





During
      our fiscal years ended September 30, 2006 we were billed the following aggregate
      fees by Farber Hass Hurley & McEwen LLP (“FHHM”). There were no billings or
      services rendered prior thereto.





Audit
      and Audit-Related Fees .





The
      aggregate fees billed for professional services rendered by FHHM for the audit
      of Longfoot’s financial statements for the fiscal year ended September 30, 2005
      and 2004 (included in for SB2 filing in 2006) and for the review of the
      financial statements included in Longfoot’s Quarterly Reports on Form 10-QSB for
      the 2006 fiscal year were approximately $15,000 and $11,000, respectively.
      Audit
      and review fees were 100% of all fees billed by FHHM during fiscal year
      2006.





Tax
      and Other Fees





There
      were no tax fees or other fees billed by FHHM for the fiscal years ended
      September 30, 2006 and 2005.





(As
      stated elsewhere in this report, Longfoot did not have a separate Audit
      Committee during the most of fiscal year 2006). All of the functions of the
      Audit Committee were performed by the Board of Directors as a
      whole.





**Committee
      Pre-Approval Policies**





**35**


Rules
      adopted by the Securities and Exchange Commission in order to implement
      requirements of the Sarbanes-Oxley Act of 2002 require public company audit
      committees to pre-approve audit and non-audit services. Our Audit Committee
      has
      adopted a policy for the pre-approval of all audit, audit related and tax
      services, and permissible non-audit services provided by the independent
      auditors. The policy provides for an annual review of an audit plan and budget
      for the upcoming annual financial statement audit, and entering into an
      engagement letter with the independent auditors covering the scope of the audit
      and the fees to be paid. The Audit Committee may also from time-to-time review
      and approve in advance other specific audit, audit related, tax or permissible
      non-audit services. In addition, the Audit Committee may from time-to-time
      give
      pre-approval for audit services, audit related services, tax services or other
      non-audit services by setting forth such pre-approved services on a schedule
      containing a description of, budget for, and time period for such pre-approved
      services. The policies require the Audit Committee to be informed of each
      service, and the policies do not include any delegation of the Audit Committee's
      responsibilities to management. The Audit Committee may delegate pre-approval
      authority to one or more of its members. The member to whom such authority
      is
      delegated will **** report
      any pre-approval decisions to the Audit Committee at its next scheduled
      meeting.




**36**




**SIGNATURES**







In
      accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.







LONGFOOT
                  COMMUNICATIONS CORP.Date:
                  December 19, 2006
              By:/s/
                  Arthur
                  Lyons
                Arthur
                  Lyons
                President and Chief Executive
                  Officer


In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.





**Signature**
            **Title**
            **Date**/s/
                Arthur Lyons
              Arthur
                Lyons
            Chairman
                of the Board, President
            December
                19,2006/s/
                Jack Brehm
              Jack
                Brehm
            Director
                and Chief Financial Officer
              (Principal
                Financial & Accounting Officer)
            December
                19, 2006/s/
                Aaron A. Grunfeld
              Aaron
                A. Grunfeld
            Director
            December
                19, 2006