UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549










FORM
10-K








x ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
year ended December
31, 2007


or


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




For the
transition period from_____________to_____________





Commission
File Number:  000-25385


PURCHASE
POINT MEDIA CORPORATION


(Exact
name of registrant as specified in its charter)










MINNESOTA
            41-1853993(State
      of other jurisdiction of incorporationr
      organization)
            (I.R.S.
      Employer Identification No.)6950
      Central Highway, Pennsauken, NJ
            08109(Address of
      principal executive offices)
            (Zip
      Code)





(856)
488-9333


Registrant's
telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Act:  None





Securities
registered pursuant to Section 12(g) of the Act:  Common Stock, No Par
Value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.Yes  o   No
x





Indicate
by checkmark if the registrant is not required to file reports to Section 13 or
15(d)Of the Act.     o Yes  o No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities  Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. x  Yes   o  No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
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-K
or any amendment to this Form 10-K. x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a smaller reporting company.  (Check
One):





Large
accelerated filer  o                                                                                                Accelerated
filer  o





Non-accelerated
filer    o                                                                                              Smaller
reporting company x


(Do not
check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).o  Yes   x  No





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates  as of the last business day of the registrant’s most
recently completed second fiscal quarter was $1,047,493.





Number of
shares of Common Stock outstanding as of April 1, 2008: 98,503,940.





Documents
incorporated by reference:  None





Table of Contents





PURCHASEPOINT MEDIA CORP.





INDEX









PageItem
      1.
                Business.
                1Item
      1A.
                Risk Factors.
                4Item
      1B.
                Unresolved Staff Comments.
                8Item
      2.
                Properties.
                8Item
      3.
                Legal Proceedings.
                8Item
      4.
                Submission of Matters to a Vote of Security
      Holders.
                8Item
      5.
                Market for Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.
                9Item
      6.
                Selected Financial Data.
                10Item
      7.
                Management’s Discussion and Analysis of Financial Condition and
      Results of Operations.
                10Item
      7A.
                Quantitative and Qualitative Disclosures About Market
      Risk.
                12Item
      8.
                Financial Statements and Supplementary Data.
                13Item
      9.
                Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure.
                29Item
      9A (T).
                Controls and Procedures.
                29Item
      9B.
                Other Information.
                29Item
      10.
                Directors, Executive Officers, Promoters, Control Persons and
      Corporate Governance.
                30Item
      11.
                Executive Compensation.
                32Item
      12.
                Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters.
                33Item
      13.
                Certain Relationships and Related Transactions, and Director
      Independence.
                34Item
      14.
                Principal Accountant Fees and Services.
                34Item
      15.
                Exhibits and Financial Statement Schedules.
                35





Table of Contents





PART
I






This
Annual Report on Form 10-K contains forward-looking statements that have
been made pursuant to the provisions of Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934, and the
Private Securities Litigation Reform Act of 1995 and concern matters that
involve risks and uncertainties that could cause actual results to differ
materially from historical results or from those projected in the
forward-looking statements. Discussions containing forward-looking statements
may be found in the material set forth under “Business,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and in
other sections of this Form 10-K. Words such as “may,” “will,” “should,”
“could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “continue” or similar words are intended to identify
forward-looking statements, although not all forward-looking statements contain
these words. Although we believe that our opinions and expectations reflected in
the forward-looking statements are reasonable as of the date of this Report, we
cannot guarantee future results, levels of activity, performance or
achievements, and our actual results may differ substantially from the views and
expectations set forth in this Annual Report on Form 10-K. We expressly
disclaim any intent or obligation to update any forward-looking statements after
the date hereof to conform such statements to actual results or to changes in
our opinions or expectations.




Readers
should carefully review and consider the various disclosures made by us in this
Report, set forth in detail in Part I, under the heading “Risk Factors,” as
well as those additional risks described in other documents we file from time to
time with the Securities and Exchange Commission, which attempt to advise
interested parties of the risks, uncertainties, and other factors that affect
our business. We undertake no obligation to publicly release the results of any
revisions to any forward-looking statements to reflect anticipated or
unanticipated events or circumstances occurring after the date of such
statements.




Item1.  Business.





General
  Purchase
Point Media Corporation (“PPMC”, the “Company”, “we” or “us”), was organized
under the laws of the State of Minnesota on June 28, 1996. Through the
acquisition in 1997, of a Nevada corporation of the same name, we acquired the
trademark, patent and exclusive marketing rights to, and have invested over one
million dollars in the development of a grocery cart advertising display device
called the last word®,
a clear plastic display panel that attaches to the back of the child’s seat
section in supermarket shopping carts.
  Power
Sports Factory
  Since
this business has remained in the development stage, our Board of Directors
determined to acquire an operating business, and on April 24, 2007, we entered
into a Share Exchange and Acquisition Agreement (the “Share Exchange
Agreement”), by and among PPMC, Power Sports Factory, Inc., a Delaware
corporation with offices in Pennsauken, New Jersey (“PSF” or “Power Sports
Factory”), and the shareholders of PSF.  PSF was formed in Delaware in
June, 2003, and imports, markets, distributes and sells motorcycles and
scooters. Through PSF’s manufacturing relationships in China, it began to import
and sell Power Sports products in the United States. Its products have been
marketed mainly under the “Strada” and “Yamati”, and recently under the
“Andretti”, brands. At the beginning of 2007, PSF made the determination to
focus primarily on the sales and distribution of motor scooters. PSF now sells
the motor scooters that it imports primarily to power sports dealers and a small
portion through the internet.
  The
Share Exchange Agreement
  The Share
Exchange Agreement provided for our acquiring all of the outstanding shares of
PSF in exchange for shares of PPMC Common Stock. We have filed Information
Statements with the SEC under the Securities Exchange Act of 1934, as amended,
with regard to a 1:20 reverse split (the “Reverse Split”) of our outstanding
common stock in connection with the Share Exchange Agreement, as well as
changing our name to Power Sports Factory, Inc. On May 14, 2007, we issued
60,000,000 shares of Common Stock to Steve Rubakh, the major shareholder of PSF,
and on August 31, 2007, entered into an amendment (the “Amendment”) to the Share
Exchange Agreement, that provided for a completion of the acquisition of PSF at
a closing (the “Closing”) which was held on September 5, 2007. At the Closing
the Company issued 1,650,000 shares of a new Series B Convertible Preferred
Stock (the “Preferred Stock”) to the shareholders of PSF, to complete the
acquisition of PSF by us.  Each share of Preferred Stock is
convertible into 10 shares of our Common Stock following effectiveness of the
Reverse Split, at which time the holders of the Preferred Stock will transmit
their Preferred Stock certificates to the Company for further delivery by us to
our transfer agent for conversion of each share of Preferred Stock into 10
shares of Common Stock.
 
 As soon
as practicable following the filing of this Annual Report, we intend to file a
further Information Statement with the SEC with regard to the Reverse Split and
the change of our Company’s name to Power Sports Factory,
Inc.  Following completion of SEC review of the Information Statement,
we would be able to mail the Definitive Information Statement to stockholders
and proceed to make the Reverse Split and name change
effective.


1
 Table of Contents





Planned Share Dividend of
last word®
Business
  Our
Board of Directors accordingly determined that, following the acquisition of
PSF, that we should transfer our then existing business relating to the
development oflast
word® to our subsidiary The Last Word, Inc. To distribute the existing business
of the Company as of June 30, 2007 to our stockholders, the Board of Directors
of PPMC has declared a dividend, payable in common stock of our subsidiary
holding our last word®
technology, at the
rate of one share of common stock of this subsidiary for each share of common
stock of PPMC owned on the record date. The Board of Directors of PPMC has fixed
May 2, 2007, as the record date for this share dividend, with a payment date as
soon as practicable thereafter.  Prior to the payment of this
dividend, our subsidiary holding the last word® technology will
have to file a registration statement under the Securities Act of 1933 with, and
have the filing declared effective by, the SEC.  We plan to file the
registration statement as soon as practicable following the filing of this
Annual Report.
  Our
Business


The
Motor Scooters That We Sell





Motor
scooters are step-through or feet-forward vehicles with automatic transmissions.
The motor scooter is engine-powered, with the drive system and engine usually
attached to either the rear axle or fixed under the seat of the vehicle. They
range in engine size from 49.50cc to 600cc with the 150cc and higher motor
scooters most capable of sustained highway speeds and capabilities to keep up
with regular motorcycles. Majority of motor scooters can be used on highways,
but in certain states, 49.50cc scooters may only be used on certain types of
roads, such as within the city limits.





The motor
scooters that we sell have engine sizes ranging from 49.50cc to 300 cc, with
wheel sizes from 10” to 16”. Most of motor scooters require a valid drivers'
license and a motorcycle registration. They comply and adhere to DOT safety and
comfort standards too and hence, have good brakes, suspension, strength, power,
and other things.





Our
Manufacturing and Licensing Rights





On May
15, 2007, PSF signed an exclusive licensing agreement with Andretti IV,
LLC. Andretti IV, LLC, has the rights to the personal name, likeness and
endorsement rights of certain members of the Mario Andretti family. This
agreement allows PSF to use the Andretti name to brand scooters for the next 10
years assuming minimum license fees are met.





We have
an exclusive manufacturing arrangement for the territory of the United States
and Puerto Rico with one of the largest manufacturers in China for our Andretti
branded line of motor scooters, utilizing the designs of an Italian company
purchased by this manufacturer.  We have to meet certain annual volume
requirements for different models of scooters we purchase under this
arrangement. We purchase motor scooters from other manufacturers from time to
time.





Product
Warranty Policies





Our
product warranty policy is two years on major parts or 5,000 miles and three
years on engines. In addition, the manufacturers of our parts and vehicles have
their own warranty policies that limit our financial exposure to a certain
extent during the first year of the warranty on major parts.




Marketing





We have
three employees (other than our officers) involved in sales and marketing. We
have relationships with over 100 dealers.




We use a
creative agency to handle all the advertising and marketing programs for our
products and also rely on our retailers for sales.






2
 Table of Contents




Competition





The
motorscooter industry is highly competitive. The Company’s competitors include
specialty companies as well as large motor vehicle companies with diversified
product lines. Competitors of the company in the motorcycle and scooter category
include Honda, Yamaha, Piaggio/Vespa, Keeway, Genuine Motor Company, Kymco,
United Motors and Vento Motorcycles. A number of our competitors have
significantly greater financial, technological, engineering, manufacturing,
sales, marketing and distribution resources than Power Sports Factory. Their
greater capabilities in these areas may enable them to better withstand periodic
downturns in the motorscooter industry, compete more effectively on the basis of
price and production and more quickly develop new products. In addition, new
companies may enter the markets in which Power Sports Factory competes, further
increasing competition. Power Sports Factory believes its ability to compete
successfully depends on a number of factors including the strength of licensed
brand names, effective advertising and marketing, impressive design, high
quality, and value.





Additionally,
our manufacturers may have relationships with our competitors in some or all
markets or product lines.  Pricing and supply commitments may be more
favorable to our competitors.  Power Sports Factory may not be able to
compete successfully in the future, and increased competition may adversely
affect our financial results.





We
believe that market penetration in this segment is difficult and, among other
things, requires significant marketing and sales expenditures. Competition in
this market is based upon a number of factors, including price, quality,
reliability, styling, product features, customer preference, and warranties. We
intend to compete based on competitively based pricing, quality of product
offering, service, support, and styling.




Government
Regulation





The
motorcycles and scooters we distribute are subject to certification by the U.S.
Environmental Protection Agency (“EPA”) for compliance with applicable emissions
and noise standards, and by California regulatory authorities with respect to
emissions, tailpipe, and evaporative emissions standards. All motorscooters,
components and manufactured parts are subject to Department of Transportation
(“DOT”) standards. Certain states have minimum product and general liability and
casualty insurance liability requirements prior to granting authorizations or
certifications to distributors to sell motor vehicles and scooters. Without this
insurance we are not permitted to sell these vehicles to motor vehicle dealers
in certain states. We have secured product liability policy coverage of $10
million per occurrence. While we believe that this policy limit will be
sufficient initially in order to qualify us to do business, the insurance
requirements that are imposed upon us may vary from state to state, and will
increase if and as sales increase or as the products we offer increase in
variety. Additionally, these insurance limits do not represent the maximum
amounts of our actual potential liability and motor vehicle liability tort
claims may exceed these claim amounts substantially. No assurance can be made
that we will be able to satisfy each state’s insurance coverage requirements or
that we will be able to maintain the policy limits necessary from time to time
in order to permit sales of our products in various jurisdictions that require
such coverage and, if a liability arises, no assurance can be made that these
insurance limits will be sufficient.





Intellectual
Property


We have
applied for trademarks for our “Power Sports Factory” and “Yamati” brand names
with the U.S. Patent and Trademark Office.
 
 Employees
 
 As of
January 1, 2008, we had 10 employees (excluding our two executive officers),
eight of whom are employed at our Pennsauken, New Jersey offices. All of our
employees were employed on a full-time basis including three salespersons, two
administrative persons and five operations persons. We are not a party to a
collective bargaining agreement with our employees and we believe that our
relationship with our employees is satisfactory.








3
 Table of Contents





Item1A. Risk Factors.





We
will require additional financing to sustain operations and, without it, we may
not be able to continue operations.





We
require additional financing to sustain operations. Our inability to raise
additional working capital at all or to raise it in a timely manner may
negatively impact our ability to fund the operations, to generate revenues, and
to otherwise execute the business plan, leading to the reduction or suspension
of the operations and ultimately termination of the business. If we obtain
additional financing by issuing debt securities, the terms of these securities
could restrict or prevent the Company from paying dividends and could limit
flexibility in making business decisions.




Our
future success depends on our ability to respond to changing consumer demands,
identify and interpret trends in the industry and successfully market new
products.




The motor
scooter industry is subject to rapidly changing consumer demands, technological
improvements and industry standards. Accordingly, we must identify and interpret
vehicle trends and respond in a timely manner. Demand for and market acceptance
of new products are uncertain and achieving market acceptance for new products
generally requires substantial product development and marketing efforts and
expenditures. If we do not continue to meet changing consumer demands and
develop successful product lines in the future, the Company’s growth and
profitability will be negatively impacted.  If radical changes in
transportation technology occur, it could significantly diminish demand for our
products. If we fail to anticipate, identify or react appropriately to changes
in product style, quality and trends or is not successful in marketing new
products, we could experience an inability to profitably sell our products even
at lower cost margins.   These risks could have a severe negative
effect on our results of operations or financial condition.




Our
product offering is currently heavily concentrated.




The
Company currently concentrates on the sale of motor scooters.  If
consumer demand for motor scooters in general, or the Company’s offerings
specifically, wanes or fails to grow, our ability to sell motor scooters may be
significantly impacted.




Our
business and the success of our products could be harmed if Power Sports Factory
is unable to maintain their brand image.




Our
success is heavily dependent upon the market acceptance of our Andretti and
Yamati branded lines of motor scooters.  If we are unable to timely
and appropriately respond to changing consumer demand, the brand names and brand
images Power Sports Factory distributes may be impaired. Even if we react
appropriately to changes in consumer preferences, consumers may consider those
brand images to be outdated or associate those brands with styles of vehicles
that are no longer popular.  We invest significantly in our branded
presentation to the marketplace.  Lack of acceptance of our brands
will have a material impact on the performance of the Company.




Our
business could be harmed if we fail to maintain proper inventory
levels.





We place
orders with manufacturers for most products prior to the time we receive
customers’ orders. We do this to minimize purchasing costs, the time necessary
to fill customer orders and the risk of non-delivery. However, we may be unable
to sell the products we have ordered in advance from manufacturers or that we
have in inventory. Inventory levels in excess of customer demand may result in
inventory write-downs, and the sale of excess inventory at discounted prices
could significantly impair brand image and have a material adverse effect on
operating results and financial condition. Conversely, if we underestimate
consumer demand for our products or if our manufacturers fail to supply the
quality products that we require at the time we need them, the Company may
experience inventory shortages. Inventory shortages might delay shipments to
customers, negatively impact retailer and distributor relationships, and
diminish brand loyalty.




Our
products are subject to extensive international, federal, state and local
safety, environmental and other government regulation that may require us to
incur expenses, modify product offerings or cease all or portions of our
business in order to maintain compliance with the actions of
regulators.





Power
Sports Factory must comply with numerous federal and state regulations governing
environmental and safety factors with respect to its products and their use.
These various governmental regulations generally relate to air, water and noise
pollution, as well as safety standards. If we are unable to obtain the necessary
certifications or authorizations required by government standards, or fail to
maintain them, business and future operations would be harmed
seriously.




Use of
motorcycles and scooters in the United States is subject to rigorous regulation
by the EPA, and by state pollution control agencies. Any failure by the Company
to comply with applicable environmental requirements of the EPA or state
agencies could subject the Company to administratively or judicially imposed
sanctions such as civil penalties, criminal prosecution, injunctions, product
recalls or suspension of production. Additionally, the Consumer Product Safety
Commission exercises jurisdiction when applicable over the Company’s product
categories.




4
 Table of Contents




The
Company’s business and facilities also are subject to regulation under various
federal, state and local regulations relating to the sale of its products,
operations, occupational safety, environmental protection, hazardous substance
control and product advertising and promotion. Failure to comply with any of
these regulations in the operation of the business could subject the Company to
administrative or legal action resulting in fines or other monetary penalties or
require the Company to change or cease business.
 
 A
significant adverse determination in any material product liability claim
against the Company could adversely affect our operating results or financial
condition.
  Accidents
involving personal injury and property damage occur in the use of Power Sports
Factory’s  products.  Product liability insurance is
presently maintained by the Company in the amount of $10,000,000 per occurrence.
While Power Sports Factory does not have any pending product liability
litigation, no assurance can be given that material product liability claims
against Power Sports Factory will not be made in the future. Adverse
determination of material product liability claims made against Power Sports
Factory or a lapse in coverage could adversely affect our operating results or
financial condition.
  Significant
repair and/or replacement with respect to product warranty claims or product
recalls could have a material adverse impact on the results of
operations.
 
 Power
Sports Factory provides a limited warranty for its products for a period of two
years or 5,000 miles for parts and three years for engines.  Although
we have a one year warranty on parts and engine from our manufacturer, sometimes
a product is distributed which needs repair or replacement beyond that period.
Our standard warranties of two years or 5,000 miles on major parts and three
years on engines require us or our dealers to repair or replace defective
products during such warranty periods at no cost to the
consumer.




Our
business is subject to seasonality and weather conditions that may cause
quarterly operating results to fluctuate materially.




Motorcycle
and scooter sales in general are seasonal in nature since consumer demand is
substantially lower during the colder season in North America. We may endure
periods of reduced revenues and cash flows during off-season months and be
required to lay off or terminate some employees from time to time. Building
inventory during the off-season period could harm financial results if
anticipated sales are not realized. Further, if a significant number of dealers
are concentrated in locations with longer or more intense cold seasons, or
suffer other weather conditions, such as Katrina on the Gulf Coast, a lack of
consumer demand may impact adversely the Company’s financial
results.




Power
Sports Factory faces intense competition, including competition from companies
with significantly greater resources, and if Power Sports Factory is unable to
compete effectively with these companies, market share may decline and business
could be harmed.




The
motorcycle and scooter industry is highly competitive. Our competitors include
specialty companies as well as large motor vehicle companies with diversified
product lines. Many of our competitors have significantly greater financial,
technological, engineering, manufacturing, sales, marketing and distribution
resources than the Company. Their greater capabilities in these areas may enable
them to better withstand periodic downturns in the recreational vehicle
industry, compete more effectively on the basis of price and production and more
quickly develop new products. In addition, new companies may enter the markets
in which Power Sports Factory competes, further increasing competition.
Additionally, our manufacturers may have relationships with our competitors in
some or all markets or product lines.  Pricing and supply commitments
may be more favorable to our competitors.  Power Sports Factory may
not be able to compete successfully in the future, and increased competition may
adversely affect our financial results.





We
have an exclusive licensing arrangement for a significant portion of our product
offering.




Our
exclusive marketing arrangement with Andretti IV, LLC., requires us to pay
Andretti IV a certain minimum payment per year.  If we do not make the
minimum payment, we may lose our exclusive license. Our licensing fee is a fixed
cost according to the agreement which may cause us to be inflexible in our
pricing structure.




The
failure of certain key manufacturing suppliers to provide us with scooters and
components could have a severe and negative impact on our business.





At this
time, we purchase scooters from several Chinese manufacturers and we rely on a
small group of suppliers to provide us with components for our products, some of
whom are located outside of the United States. If the manufacturers or these
suppliers become unwilling or unable to provide the scooters and components,
there are a limited number of alternative manufacturers or suppliers who could
provide them. Changes in business conditions, wars, governmental changes, and
other factors beyond our control or which we do not presently anticipate, could
affect our ability to receive the scooters and components from our manufacturer
and suppliers. Further, it could be difficult to find replacement components if
our current suppliers fail to provide the parts needed for these products. A
failure by our major suppliers to provide scooters and these components could
severely restrict our ability to manufacture our products and prevent us from
fulfilling customer orders in a timely fashion.





5
 Table of Contents




We are
currently negotiating for exclusive design and products from manufacturers that,
in addition to other terms, will require us to make minimum purchase
commitments.  If we do not make the minimum amount of purchases under
the agreement, we may lose our exclusive rights to certain products and
designs.  Additionally we may have to agree to offer reciprocal
purchasing exclusivity which could increase risks associated with single source
supplying such as pricing, quality control, timely delivery and market
acceptance of designs.




Our
business is subject to risks associated with offshore
manufacturing.




We import
motorcycles and scooters into the United States from China for resale. All of
our import operations are subject to tariffs and quotas set by the U.S. and
Chinese governments through mutual agreements or bilateral actions. In addition,
China, where our products are manufactured, may from time to time impose
additional new quotas, duties, tariffs or other restrictions on our imports or
exports, or adversely modify existing restrictions. Adverse changes in these
import costs and restrictions, or our suppliers’ failure to comply with customs
regulations or similar laws, could harm our business.




Our
operations are also subject to the effects of international trade agreements and
regulations such as the North American Free Trade Agreement, the Caribbean Basin
Initiative and the European Economic Area Agreement, and the activities and
regulations of the World Trade Organization. Trade agreements can also impose
requirements that adversely affect our business, such as setting quotas on
products that may be imported from a particular country into our key market, the
United States. In fact, some trade agreements can provide our competitors with
an advantage over us, or increase our costs, either of which could have an
adverse effect on our business and financial condition.




In
addition, the recent elimination of quotas on World Trade Organization member
countries by 2005 could result in increased competition from developing
countries which historically have lower labor costs, including China. This
increased competition, including from competitors who can quickly create cost
and sourcing advantages from these changes in trade arrangements, could have an
adverse effect on our business and financial condition.




Our
ability to import products in a timely and cost-effective manner may also be
affected by problems at ports or issues that otherwise affect transportation and
warehousing providers, such as labor disputes or increased U.S. homeland
security requirements. These issues could delay importation of products or
require us to locate alternative ports or warehousing providers to avoid
disruption to our customers. These alternatives may not be available on short
notice or could result in higher transit costs, which could have an adverse
impact on our business and financial condition.




Our
international operations expose us to political, economic and currency
risks.




All of
our products came from sources outside of the United States. As a result, we are
subject to the risks of doing business abroad, including:




•
            currency
      fluctuations;




•
            changes
      in tariffs and taxes;




•
            political
      and economic instability; and




•
            disruptions
      or delays in shipments.







6
 Table of Contents




Changes
in currency exchange rates may affect the relative prices at which we are able
to manufacture products and may affect the cost of certain items required in our
operation, thus possibly adversely affecting our profitability.





There are
inherent risks of conducting business internationally. Language barriers,
foreign laws and customs and duties issues all have a potential negative effect
on our ability to transact business in the United States. We may be subject to
the jurisdiction of the government and/or private litigants in foreign countries
where we transact business, and we may be forced to expend funds to contest
legal matters in those countries in disputes with those governments or
with  customers or suppliers.




We
may suffer from infringements or piracy of our trademarks, designs, brands or
products.




We may
suffer from infringements or piracy of our trademarks, designs, brands or
products in the U.S. or globally.  Some jurisdictions may not honor
our claims to our intellectual properties. In addition, we may not have
sufficient legal resources to police or enforce our rights in such
circumstances.




Unfair
trade practices or government subsidization may impact our ability to compete
profitably.




In an
effort to penetrate markets in which the Company competes, some competitors may
sell products at very low margins, or below cost, for sustained periods of time
in order to gain market share and sales.  Additionally, some
competitors may enjoy certain governmental subsidations that allow them to
compete at substantially lower prices.  These events could
substantially impact our ability to sell our product at profitable
prices.





If
Power Sports Factory markets and sells its products in international markets, we
will be subject to additional regulations relating to export requirements,
environmental and safety matters, and marketing of the products and
distributorships, and we will be subject to the effects of currency fluctuations
in those markets, all of which could increase the cost of selling products and
substantially impair the ability to achieve  profitability in foreign
markets.





As a part
of our marketing strategy, Power Sports Factory plans to market and sell its
products internationally. In addition to regulation by the U.S. government,
those products will be subject to environmental and safety regulations in each
country in which Power Sports Factory markets and sells. Regulations will vary
from country to country and will vary from those of the United States. The
difference in regulations under U.S. law and the laws of foreign countries may
be significant and, in order to comply with the laws of these foreign countries,
Power Sports Factory may have to implement manufacturing changes or alter
product design or marketing efforts. Any changes in Power Sports Factory’s
business practices or products will require response to the laws of foreign
countries and will result in additional expense to the Company.





Additionally,
we may be required to obtain certifications or approvals by foreign governments
to market and sell the products in foreign countries. We may also be required to
obtain approval from the U.S. government to export the products. If we are
delayed in receiving, or are unable to obtain import or export clearances, or if
we are unable to comply with foreign regulatory requirements, we will be unable
to execute our complete marketing strategy.





We
plan to significantly increase operating expenses related to advertising and the
expansion of sales and support departments.




Because
of our intent to launch the Andretti brand, we expect to incur significant
expenditures in advertising and promotions introducing and maintaining
visibility of the brand in the marketplace, assuming that the financial
resources are available to do so.  We also intend to add significant
personnel to our sales and support departments.  In the event that our
advertising campaigns are not successful, and we do not realize significant
increases in revenues, our financial results could be adversely
affected.




Our
plan to grow will place strains on the management team and other Company
resources to both implement more sophisticated managerial, operational,
technological and financial systems, procedures and controls and to train and
manage the personnel necessary to implement those functions. The inability to
manage growth could impede the ability to generate revenues and profits and to
otherwise implement the business plan and growth strategies, which would have a
negative impact on business.





If we
fail to effectively manage growth, the financial results could be adversely
affected. Growth may place a strain on the management systems and resources. We
must continue to refine and expand the business development capabilities. This
growth will require the Company to significantly improve and/or replace the
existing managerial, operational and financial systems, procedures and controls,
to improve the coordination between various corporate functions, and to manage,
train, motivate and maintain a growing employee base. The Company’s performance
and profitability will depend on the ability of the officers and key employees
to: manage the business as a cohesive enterprise; manage expansion through the
timely implementation and maintenance of appropriate administrative,
operational, financial and management information systems, controls and
procedures; add internal capacity, facilities and third-party sourcing
arrangements as and when needed; maintain  quality controls; and
attract, train, retain, motivate and effectively manage employees. The time and
costs to implement these steps may place a significant strain on management
personnel, systems and resources, particularly given the limited amount of
financial resources and skilled employees that may be available at the time. We
may not be able to successfully integrate and manage new systems, controls and
procedures for the business, or even if we successfully integrate systems,
controls, procedures, facilities and personnel, such improvements may not be
adequate to support projected future operations. We may never recoup
expenditures incurred during our growth. Any failure to implement and maintain
such changes could have a material adverse effect on our business, financial
condition and results of operations.







7
 Table of Contents




We
may make acquisitions which could divert management’s attention, cause ownership
dilution to stockholders and be difficult to integrate.




Given
that our strategy envisions growing our business, we may decide that it is in
the best interest of the Company to identify, structure and integrate
acquisitions that are complementary to, or accretive with, our current business
model. Acquisitions, strategic relationships and investments often involve a
high degree of risk. Acquisitions can place a substantial strain on current
operations, financial resources and personnel.  Successful
integrations may not be achieved, or customers may become dissatisfied with the
Company. We may also be unable to find a sufficient number of attractive
opportunities, if any, to meet our objectives.





Item1B. Unresolved Staff Comments.





Not
applicable.





Item2. Properties.





Our
principal executive offices are located at our 6950 Central Highway, Pennsauken,
New Jersey, and comprise an approximately 19,700 square foot facility, which is
also the offices and warehouse for our motorcycle and scooter
products.  We lease this facility under a lease expiring September 30,
2008, with a monthly rental rate of $8,800 through September 30, 2007,
increasing to $9,100 on October 1, 2007 through September 30, 2008.





During
our fiscal year ended June 30, 2007, we leased offices at 585 Southborough
Drive, West Vancouver, BC, Canada, consisting of approximately 1,500 square feet
of office space at a monthly rental rate of $1,500. This lease has been assumed
by our last word®
subsidiary.




Item3.  Legal Proceedings.





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




Item 4.  Submission of Matters to a Vote of Security
Holders.





Not
Applicable.





8
 Table of Contents





PART
II





Item5.  Market for Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.





The
Company's Common Stock trades on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. ("NASD") under the symbol "PPMC." As of
April 1, 2008, the Company had approximately 490 holders of record of its Common
Stock. These quotations represent prices between dealers, do not include retail
mark ups, mark downs or commissions and do not necessarily represent actual
transactions.





The
following table sets forth for each period indicated the high and the low bid
prices per share for the Company's Common Stock. The Common Stock commenced
trading on June 9, 1998.





2008
              
              High
              
              
              LowFirst
      Quarter Ended March 31, 2008
              
              $
              0.03
              
              
              $
              0.022007First
      Quarter Ended March 31, 2007
              
              
              0.02
              
              
              
              0.01Second
      Quarter Ended June 30, 2007
              
              
              0.07
              
              
              
              0.01Third
      Quarter Ended September 30, 2007
              
              
              0.06
              
              
              
              0.02Fourth
      Quarter Ended December 31, 2006
              
              
              0.08
              
              
              
              0.022006First
      Quarter Ended March 31, 2006
              
              
              0.08
              
              
              
              0.02Second
      Quarter Ended June 30, 2006
              
              
              0.08
              
              
              
              0.02Third
      Quarter Ended September 30, 2006
              
              
              0.08
              
              
              
              0.08Fourth
      Quarter Ended December 31, 2006
              
              
              0.03
              
              
              
              0.02


The
Company has never paid a cash dividend on its Common Stock and does not
anticipate paying dividends in the foreseeable future. It is the present policy
of the Company's Board of Directors to retain earnings, if any, to finance the
expansion of the Company's business. The payment of dividends in the future will
depend on the results of operations, financial condition, capital expenditure
plans and other cash obligations of the Company and will be at the sole
discretion of the Board of Directors







9
 Table of Contents




Item6. Selected Financial Data.





The
following selected financial data has been derived from our audited financial
statements and should be read in conjunction with such financial statements
included herein.





Years
      Ended December 31,2007
              
              
              2006Statement
      of operations data:Operating
      revenues
              
              $
              2,254,450
              
              
              $
              4,877,155Gross
      profit
              
              
              330,576
              
              
              
              706,630Gain
      (loss) from continuing operations
              
              
              (2,253,049
              )
              
              
              (436,572
              )Gain
      (loss) from continuing operations per share
              
              
              (0.02
              )
              
              
              --Balance
      sheet data:Total
      assets
              
              $
              1,169,392
              
              
              $
              2,270,677Long-term
      debt
              
              
              34,604
              
              
              
              12,639





Item7.  Management’s Discussion and Analysis of Financial
Condition and Results of Operations.





The
following discussion of our financial condition and results of operations should
be read in conjunction with the financial statements and notes thereto and the
other financial information included elsewhere in this
report.  Certain statements contained in this report, including,
without limitation, statements containing the words “believes,” “anticipates,”
“expects” and words of similar import, constitute “forward looking statements”
within the meaning of the Private Securities Litigation Reform Act of
1995.  Such forward-looking statements involve known and unknown risks
and uncertainties.  Our actual results may differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including our ability to create, sustain, manage or forecast our
growth; our ability to attract and retain key personnel; changes in our business
strategy or development plans; competition; business disruptions; adverse
publicity; and international, national and local general economic and market
conditions.




Overview





The
Company was organized under the laws of the State of Minnesota on June 28, 1996.
PPMC, through the acquisition in 1997, of a Nevada corporation of the same name,
acquired the trademark, patent and exclusive marketing rights to, and has
invested over one  million dollars in the development of a grocery
cart advertising display device called the last word®, a clear plastic
display panel that attaches to the back of the child’s seat section in
supermarket shopping carts.




To
distribute this existing business of the Company following the PSF acquisition,
to our stockholders, the Board of Directors of PPMC has declared a dividend,
payable in common stock of our subsidiary holding our last word® technology, at the rate of one share of
common stock of this subsidiary for each share of common stock of PPMC owned on
the record date. The Board of Directors of PPMC has fixed May 2, 2007, as the
record date for this share dividend, with a payment date as soon as practicable
thereafter.  Prior to the payment of this dividend, our subsidiary
holding the last word®
technology will have to file a registration statement under the Securities Act
of 1933 with, and have the filing declared effective by, the SEC.  We
plan to file the registration statement for this dividend as soon as practicable
following the filing of this Annual Report.





On April
24, 2007, we entered into the Share Exchange Agreement with Power Sports Factory
and the shareholders of Power Sports Factory. The Share Exchange Agreement
provided for our acquiring all of the outstanding shares of PSF in exchange for
shares of PPMC Common Stock. We have filed Information Statements on May 4 and
May 14, 2007 with the SEC, under the Securities Exchange Act of 1934, as
amended, with regard to a 1:20 reverse split (the “Reverse Split”) of our
outstanding common stock in connection with the Share Exchange Agreement, as
well as changing our name to Power Sports Factory, Inc. On May 14, 2007, we
issued 60,000,000 shares of Common Stock to Steve Rubakh, the major shareholder
of PSF, and on August 31, 2007, entered into an amendment (the “Amendment”) to
the Share Exchange Agreement, that provided for a completion of the acquisition
of PSF at a closing (the “Closing”) which was held on September 5, 2007. At the
closing the Company issued 1,650,000 shares of a new Series B Convertible
Preferred Stock (the “Preferred Stock”) to the shareholders of PSF, to complete
the acquisition of PSF by us.  Each share of Preferred Stock is
convertible into 10 shares of our Common Stock.





10
 Table of Contents




In
addition, as soon as practicable following the filing of this Annual Report, we
intend to file a further Information Statement with the SEC with regard to the
Reverse Split and the change of our Company’s name to Power Sports Factory,
Inc.  Following completion of SEC review of the Information Statement,
we would be able to mail the Definitive Information Statement to stockholders
and proceed to make the Reverse Split and name change effective.




Results
of Operations for the Years ended December 31, 2007 and December 31,
2006




Revenues.  
For the year ended December 31, 2007, net sales decreased to $2,254,350
from  $4,877,155, a decrease of $2,622,805 from the year ended
December 31, 2006. Such decrease was due to acquisition and turnaround
issues.




Gross
Profit.   Gross profit was $330,576 for the year ended December 31,
2007, compared to $706,630 for the year ended December 31, 2006, representing a
decrease of $376,054 over the previous year.




Selling,
General and Administrative Expenses.   Selling, general and
administrative expenses increased to approximately $2,332,912 for the year ended
December 31, 2007, from approximately $1,333,788 for the year ended December 31,
2006.




The
increase in selling, general and administrative expense in 2007 was mainly due
to  increased accounting, legal and other costs associated with the
acquisition of PSF, as well as increased staff expense.




Depreciation
and Amortization Expense.   Depreciation and amortization expense
decreased from approximately $8,000 in fiscal 2006 to approximately $1,943 for
the year ended December 31, 2007. The decrease is primarily due to a lower
equipment depreciation base and lower debt amortization in 2007.




Interest
Expense.   Interest expense decreased from $106,396 in fiscal 2006 to
$68,856 in fiscal 2007. This decrease was due primarily to decreased corporate
debt incurred in 2007.




Net
loss.   Our net loss for the year ended December 31, 2007 was
$2,253,049 compared to a net loss of $436,572 for the year ended December 31,
2006.




The
fiscal 2007 net loss includes depreciation and amortization expense of $1,943,
and interest expense of $68,856.  The fiscal year 2006 net loss
includes depreciation and amortization expense of $7,984, and interest expense
of $106,396.




Liquidity
and Financial Resources





Prior to
the acquisition of Power Sports Factory, we have had no operations that have
generated any revenue.  We have had rely entirely on private
placements of Company stock to pay operating expenses.





As of
December 31, 2007, the Company had $11,146 of cash on hand. The Company has
incurred net losses of $2,253,049 in the year ended December 31, 2007, and has
working capital and stockholders' deficiencies of $711,373 and $673,354,
respectively, at December 31, 2007.  The accompanying financial
statements have been prepared assuming that the Company will continue as a going
concern.  These conditions raise substantial doubt about the Company's
ability to continue as a going concern.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.





During
the year ended December 31, 2007, the Company received $270,000 from the sale of
preferred stock, the proceeds of a $175,000 capital contribution by a
shareholder, and $400,000 from issuance of convertible debt. We will require
substantial additional financing to maintain operations at Power Sports Factory,
and to expand our operations to continue the launch of our new Andretti
brand.




Critical
Accounting Policies





The
Securities and Exchange Commission recently issued "Financial Reporting Release
No.  60 Cautionary Advice Regarding Disclosure About Critical
Accounting Policies" ("FRR 60"), suggesting companies provide additional
disclosures, discussion and commentary on those accounting policies considered
most critical to its business and financial reporting
requirements.  FRR 60 considers an accounting policy to be critical if
it is important to the Company's financial condition and results of operations,
and requires significant judgment and estimates on the part of management in the
application of the policy.  For a summary of the Company's significant
accounting policies, including the critical accounting policies discussed below,
please refer to the accompanying notes to the financial statements.





The
Company assesses potential impairment of its long-lived assets, which include
its property and equipment and its identifiable intangibles such as deferred
charges under the guidance of SFAS 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets". The Company must continually determine if a
permanent impairment of its long-lived assets has occurred and write down the
assets to their fair values and charge current operations for the measured
impairment.






11
 Table of Contents




The
Company's discussion and analysis of its financial condition and results of
operations are based upon the Company's financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of the financial statements, requires
the Company to make estimates and judgments that effect the reported amount of
assets, liabilities, and expenses, and related disclosures of contingent assets
and liabilities. On an on-going basis, the Company evaluates its estimates,
including those related to intangible assets, income taxes and contingencies and
litigation. The Company bases its estimates on historical experience and on
various assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.




Item7A. Quantitative and Qualitative Disclosures About Market
Risk.





We are
primarily exposed to foreign currency risk, interest rate risk and credit
risk.





Foreign
Currency Risk - We import products from China into the United States and market
our products in North America. As a result, our financial results could be
affected by factors such as changes in foreign currency exchange rates or, if we
initiate our planned international operations, weak economic conditions in
foreign markets. Because our revenues are currently denominated in U.S. dollars,
a strengthening of the dollar could make our products less competitive in
foreign markets that we plan to enter.  If the Chinese Yuan
strengthened against the dollar, our cost of imported products could increase
and make us less competitive.  We have not hedged foreign currency
exposures related to transactions denominated in currencies other than U.S.
dollars. We do not engage in financial transactions for trading or speculative
purposes.





Interest
Rate Risk - Interest rate risk refers to fluctuations in the value of a security
resulting from changes in the general level of interest rates. Investments that
are classified as cash and cash equivalents have original maturities of three
months or less. Our interest income is sensitive to changes in the general level
of U.S. interest rates.  We do not have significant short-term
investments, and due to the short-term nature of our investments, we believe
that there is not a material risk exposure.





Credit
Risk - Our accounts receivables are subject, in the normal course of business,
to collection risks. We regularly assess these risks and have established
policies and business practices to protect against the adverse effects of
collection risks. As a result we do not anticipate any material losses in this
area.






12
 Table of Contents




Item8. Financial Statements and Supplementary Data.




PageReport of Independent Registered Public Accounting
      Firm
            14Consolidated Balance Sheets at December 31,
      2007
            15Consolidated Statements of Operations for the Years Ended
      December31, 2007 and 2006
            16Consolidated Statements of Stockholders’ Equity (Deficiency)
      for the Period January 1, 2006 through December 31,
    2007
            17Consolidated Statement of Cash Flows for the Years Ended
      December 31, 2007 and 2006
            18Notes to Consolidated Financial
    Statements
            20







13
 Table of Contents





MADSEN& ASSOCIATES, CPA’s INC.


Certified Public Accountants and
Business
Consultants


684 East
Vine St . #3


Murray,
Utah  84107


Telephone
801-268-2632


Fax
801-262-3978








Board of
Directors


Purchase
Point Media Corp.  and  Subsidiary
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 We have
audited the accompanying consolidated  balance sheet of Purchase Point
Media Corp. and Subsidiary   at  December 31,
2007   and the consolidated statements of
operations,  stockholders' equity, and cash flows for the years ended
December 31, 2007 and 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 audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have nor were we engaged to perform an audit of its internal control over
financial reporting.  Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness for the company’s internal control over financial
reporting.  Accordingly, we express no such opinion. An
audit  includes examining, on a test basis, evidence supporting the
amounts 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 over all  financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
 
 In our
opinion, the consolidated  financial statements referred to above
present fairly, in all material respects, the  financial position of
Purchase Point Media Corp. and Subsidiary at December 31,
2007   and the consolidated statements of operations, and cash
flows for the years ended December 31, 2007 and 2006  in conformity
with accounting principles generally accepted in the United States of
America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company   will
need additional  working capital  for its planned activity
and to service its debt, which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
described in the notes to the financial statements. These financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
 
 
 Salt Lake
City, Utah
 April 11,
2008                                            /s/ Madsen & Associates, CPA’s
Inc.










14
 Table of Contents




PURCHASEPOINT MEDIA CORP.CONSOLIDATED
      BALANCE SHEETS






ASSETS




December
      31,2007
            
            
            2006Current
      Assets:Cash
            
            $
            11,146
            
            
            $
            46,740Cash
      – restricted
            
            
            -
            
            
            
            173,264Accounts
      receivable
            
            
            3,959
            
            
            
            -Note
      receivable - related party
            
            
            -
            
            
            
            366,400Inventory
            
            
            937,703
            
            
            
            1,612,904Prepaid
      expenses
            
            
            135,319
            
            
            
            -Total
      Current Assets
            
            
            1,088,127
            
            
            
            2,199,308Property
      and equipment-net
            
            
            71,389
            
            
            
            57,493Other
      assets
            
            
            9,876
            
            
            
            13,876TOTAL
      ASSETS
            
            $
            1,169,392
            
            
            $
            2,270,677LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIENCY)Current
      Liabilities:Accounts
      payable
            
            $
            1,096,769
            
            
            $
            120,206Accounts
      payable - related party
            
            
            80,172
            
            
            
            -Note
      payable
            
            
            -
            
            
            
            1,570,376Current
      portion of long-term debt
            
            
            164,772
            
            
            
            2,540Note
      payable to related party
            
            
            11,466
            
            
            
            54,266Accrued
      expenses
            
            
            192,804
            
            
            
            122,873Current
      portion of convertible debt
            
            
            262,159
            
            
            
            -Income
      taxes payable
            
            
            -
            
            
            
            128,032Total
      Current Liabilities
            
            
            1,808,142
            
            
            
            1,998,293Long
      term liabilites:Long-term
      debt - less current portion
            
            
            10,461
            
            
            
            12,639Long-term
      convertible debt
            
            
            24,143
            
            
            
            -Total
      Long-term Liabilities
            
            
            34,604
            
            
            
            12,639TOTAL
      LIABILITIES
            
            
            1,842,746
            
            
            
            2,010,932Stockholders'
      Equity (Deficiency):Preferred
      Stock; no par value - authorized 50,000,000 sharesSeries
      B Convertible - outstanding 2,303,216 and
      -0-  shares
            
            
            964,950
            
            
            
            -Common
      stock, no par value - authorized 100,000,000shares
      -  outstanding  98,503,940 shares
            
            
            200,000
            
            
            
            200,000Additional
      paid-in capital
            
            
            356,500
            
            
            
            1,500Retained
      earnings (deficit)
            
            
            (2,194,804
            )
            
            
            58,245Total
      Stockholders' Equity (Deficiency)
            
            
            (673,354
            )
            
            
            259,745TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
            
            $
            1,169,392
            
            
            $
            2,270,677








15
 Table of Contents





PURCHASE
      POINT MEDIA CORP.CONSOLIDATEDSTATEMENTS OF
  OPERATIONS






Years Ended December
      31,2007
            
            
            2006Net
      sales
            
            $
            2,254,350
            
            
            $
            4,877,155Costs
      and Expenses:Cost
      of sales
            
            
            1,923,774
            
            
            
            4,170,525Selling,
      general and administrativeexpenses
            
            
            2,332,912
            
            
            
            1,333,788Non-cash
      compensation
            
            
            231,950
            
            
            
            -4,488,636
            
            
            
            5,504,313Loss
      from operations
            
            
            (2,234,286
            )
            
            
            (627,158
            )Other
      income and  expenses:Disposal
      of fixed asset
            
            
            (38,347
            )
            
            
            -Forgiveness
      of debt
            
            
            3,580
            
            
            
            -Accretion
      of beneficial conversion feature
            
            
            (66,302
            )
            
            
            -Interest
      expense
            
            
            (68,856
            )
            
            
            (106,396
            )Interest
      income
            
            
            4,442
            
            
            
            -Commission
      income
            
            
            18,688
            
            
            
            -(146,795
            )
            
            
            (106,396
            )Loss
      before provisionfor
      benefit from income taxes
            
            
            (2,381,081
            )
            
            
            (733,554
            )Benefit
      from income taxes
            
            
            (128,032
            )
            
            
            (296,982
            )Net
      loss
            
            $
            (2,253,049
            )
            
            $
            (436,572
            )Loss
      per common share - basic and diluted
            
            $
            (0.02
            )
            
            $
            -Weighted
      average common sharesoutstanding
      - basic and diluted
            
            
            98,503,940
            
            
            
            98,503,940










16
 Table of Contents




PURCHASEPOINT MEDIA CORP.CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' EQUITY
(DEFICIENCY)




Additional
            
            
            RetainedPreferred
      Stock
            
            
            Common
    Stock
            
            
            Paid
      - In
            
            
            EarningsShares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            (Deficit)
            
            
            TotalBalance,
      January 1, 2006
            
            2,085,716
            
            
            $
            -
            
            
            
            98,503,940
            
            
            $
            200,000
            
            
            $
            1,500
            
            
            $
            494,817
            
            
            $
            696,317Net
      loss
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (436,572
            )
            
            
            (436,572
            )Balance,
      December 31, 2006
            
            2,085,716
            
            
            
            -
            
            
            
            98,503,940
            
            
            
            200,000
            
            
            
            1,500
            
            
            
            58,245
            
            
            
            259,745Issuance
      of preferred stock for services(valued
      at $3.00 - $14.00 per share)
            
            70,900
            
            
            
            231,950
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            231,950Issuance
      of preferred stock for debt(valued
      at $5.00 per share)
            
            92,600
            
            
            
            463,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            463,000Contribution
      by shareholders
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            175,000
            
            
            
            -
            
            
            
            175,000Beneficial
      conversion feature
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            180,000
            
            
            
            -
            
            
            
            180,000Sale
      of preferred stock
            
            54,000
            
            
            
            270,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            270,000Net
      loss
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (2,253,049
            )
            
            
            (2,253,049
            )Balance,
      December 31, 2007
            
            2,303,216
            
            
            $
            964,950
            
            
            
            98,503,940
            
            
            $
            200,000
            
            
            $
            356,500
            
            
            $
            (2,194,804
            )
            
            $
            (673,354
            )











17
 Table of Contents





PURCHASEPOINT MEDIA
      CORP.CONSOLIDATED
      STATEMENT OF CASH FLOWS






Years
      EndedDecember
      31,2007
            
            
            2006CASH
      FLOW FROMOPERATING
      ACTIVITIES:Net
      (loss)
            
            $
            (2,253,049
            )
            
            $
            (436,572
            )Adjustments
      to reconcile net (loss) incometo
      net cash used in operating activities:Depreciation
      and amortization
            
            
            6,705
            
            
            
            7,984Non
      cash compensation
            
            
            231,950
            
            
            
            -Accretion
      of beneficial conversion feature
            
            
            66,302
            
            
            
            -Loss
      on abandonment
            
            
            38,347
            
            
            
            -Changes
      in operating assetsand
      liabilities
            
            $
            2,363,957
            
            
            $
            (746,633
            )Net
      cash provided by (used in)operating
      activities
            
            
            454,212
            
            
            
            (1,175,221
            )CASH
      FLOW FROMINVESTING
      ACTIVITIES:Security
      deposit
            
            
            4,000
            
            
            
            65,000Purchase  of
      equipment
            
            
            (58,948
            )
            
            
            (36,459
            )Change
      in restricted cash
            
            
            173,264
            
            
            
            (173,264
            )Net
      cash provided by (used in)investing
      activities
            
            
            118,316
            
            
            
            (144,723
            )CASH
      FLOW FROMFINANCING
      ACTIVITIES:Proceeds
      from related party
            
            
            369,800
            
            
            
            220,000Payment
      to related party
            
            
            (412,600
            )
            
            
            (464,075
            )Proceeds
      from loan payable
            
            
            185,512
            
            
            
            2,766,734Payment
      on loan
            
            
            (1,595,834
            )
            
            
            (1,196,679
            )Contribution
      by shareholder
            
            
            175,000
            
            
            
            -Proceeds
      from sale of preferred stock
            
            
            270,000
            
            
            
            -Proceeds
      from convertible debt
            
            
            400,000
            
            
            
            -Net
      cash provided by (used in)financing
      activities
            
            
            (608,122
            )
            
            
            1,325,980






18
 Table of Contents







PURCHASE
      POINT MEDIA CORP.CONSOLIDATED
      STATEMENT OF CASH FLOWS (Continued)




Years
      EndedDecember
      31,20072007
            
            
            2006Net
      (decrease) increase in cash
            
            
            (35,594
            )
            
            
            6,036Cash
      - beginning of year
            
            
            46,740
            
            
            
            40,704Cash
      - end of year
            
            $
            11,146
            
            
            $
            46,740Changes
      in operating assetsand
      liabilities consists of:Decrease
      in accounts receivable
            
            $
            162,441
            
            
            $
            199,680Decrease
      (increase) in inventory
            
            
            675,201
            
            
            
            (437,036
            )(Increase)
      in prepaid expenses
            
            
            (135,319
            )
            
            
            7,385Decrease
      (increase) in other assets
            
            
            -
            
            
            
            (9,876
            )Increase
      (decrease) in accounts payable
            
            
            1,669,735
            
            
            
            (272,236
            )Increase
      (decrease) in accrued expenses
            
            
            119,931
            
            
            
            (234,550
            )Decrease
      in income taxes payable
            
            
            (128,032
            )
            
            
            -$
            2,363,957
            
            
            $
            (746,633
            )Supplementary
      information:Cash
      paid during the year for:Income
      taxes
            
            $
            -
            
            
            $
            -Interest
            
            $
            -
            
            
            $
            18,381Non-cash
      financing activities:Issuance
      of preferred stock for services
            
            $
            231,950
            
            
            $
            -Beneficial
      Conversion Feature
            
            $
            180,000
            
            
            $
            -Issuance
      of preferred stock for debt
            
            $
            463,000
            
            
            $
            -






19
 Table of Contents






PURCHASEPOINT MEDIA CORP.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2007







1. Description
of Business and Summary of Significant Accounting Policies





ORGANIZATION





Purchase
Point Media Corp. (the “Company” or “PPMC”) was incorporated under the laws of
the State of Minnesota.





The
Company, through a reverse acquisition described below is in the business of
marketing, selling, importing and distributing motorcycles and
scooters.  The Company principally imports products from
China.  To date the Company has marketed significantly under the
Strada and Yamati brands.





BASIS OF
PRESENTATION





On
September 5, 2007, PPMC entered into a share exchange agreement with the
shareholders of Power Sports Factory, Inc. (“PSF”).  In connection
with the share exchange, PPMC acquired all of the outstanding shares of PSF
(subsidiary) as the acquirer.  The financial statements prior to
September 5, 2007 are those of PSF and reflect the assets and liabilities of PSF
at historical carrying amounts.
 
 As
provided for in the share exchange agreement, the stockholders of PSF received
60,000,000 shares of PPMC common stock and 1,650,000 of Series B Convertible
Preferred Stock (“Preferred Stock”) of PPMC (each share of preferred stock is
convertible into 10 shares of common stock) representing 77% of the outstanding
stock of PPMC after the acquisition, in exchange for the outstandin shares of
PSF common stock they held, which was accounted for as a
recapitalization.  The financial statements show a retroactive
restatement of PPMC’s historical stockholders’ deficiency to reflect the
equivalent number of shares  of common stock issued by the
subsidiary




GOING
CONCERN




The
Company’s consolidated financial statements for the year ended December 31, 2007
have been prepared on a going concern basis which contemplates the realization
of assets and the settlement of liabilities in the normal course of
business.  Management recognizes that the Company’s continued
existence is dependent upon its ability to obtain needed working capital through
additional equity and/or debt financing and revenue to cover expenses as the
Company continues to incur losses.





The
Company presently does not have sufficient liquid assets to finance its
anticipated funding needs and obligations.  The Company’s continued
existence is dependent upon its ability to obtain needed working capital through
additional equity and/or debt financing and achieve a level of revenue and
production adequate to support its cost structure.  Management is
actively seeking additional capital to ensure the continuation of its current
operations, complete its proposed activities and fund its current debt
obligations.  However, there is no assurance that additional capital
will be obtained.  These uncertainties raise substantial doubt about
the ability of the Company to continue as a going concern.  The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties should the Company be
unable to continue as a going concern.





SIGNIFICANT
ACCOUNTING POLICIES





PRINCIPLES
OF CONSOLIDATION





The
Company’s consolidated financial statements include the accounts of the Company
and its wholly-owned and majority-owned subsidiaries.  All
inter-company transactions and balances have been eliminated.





USE OF
ESTIMATES





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the period. Actual results could differ from those
estimates.







20
 Table of Contents




CONCENTRATION
OF CREDIT RISK





Financial
instruments which potentially subject the Company to concentration of credit
risk consist principally of accounts receivable.  The Company grants
credit to customers based on an evaluation of the customer’s financial
condition, without requiring collateral.  Exposure to losses on the
receivables is principally dependent on each customer’s financial
condition.  The Company controls its exposure to credit risk through
credit approvals.





INVENTORIES





Inventories
are stated at the lower of cost or market.





REVENUE
RECOGNITION





The
Company recognizes revenue in accordance with the guidance contained in SEC
Staff Accounting Bulletin No. 104 "Revenue Recognition Financial Statements"
(SAB No. 104). Revenue is recognized when the product has been delivered and
title and risk of loss have passed to the customer, collection of the
receivables is deemed reasonably assured by management, persuasive evidence of
an agreement exist and the sale price is fixed and determinable.





EARNINGS
PER SHARE





Basic
loss per share is computed by dividing net loss by the weighted average number
of common shares outstanding during the specified period.  Diluted
loss per common share is computed by dividing net loss by the weighted average
number of common shares and potential common shares during the specified
period.  All potentially dilutive securities at December 31, 2007,
which include preferred stock convertible into 23,032,160 common shares
following the effectiveness of the proposed 1 for 20 reverse split of the
Company’s common stock, have been excluded from the computation as their effect
is antidilutive.





EVALUATION
OF LONG-LIVED ASSETS





The
Company reviews property and equipment and finite-lived intangible assets for
impairment whenever events or changes in circumstances indicate the carrying
value may not be recoverable in accordance with guidance in Statement of
Financial Accounting Standards (SFAS) No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets." If the carrying value of the long-lived asset
exceeds the present value of the related estimated future cash flows, the asset
would be adjusted to its fair value and an impairment loss would be charged to
operations in the period identified.





DEPRECIATION
AND AMORTIZATION





Property
and equipment are stated at cost. Depreciation is provided for by the
straight-line method over the estimated useful lives of the related
assets.





STOCK
BASED COMPENSATION





For the
years ended December 31, 2007 and 2006, the Company issued 70,900 and -0- of its
preferred shares and recorded consulting expense of $231,950 and $-0-,
respectively, the fair value of the shares at the time of issuance.





INCOME
TAXES





The
Company accounts for income taxes using an asset and liability approach under
which deferred taxes are recognized by applying enacted tax rates applicable to
future years to the differences between financial statement carrying amounts and
the tax basis of reported assets and liabilities. The principal item giving rise
to deferred taxes are future tax benefits of certain net operating loss
carryforwards.





21
 Table of Contents




BENEFICIAL
CONVERSION FEATURE





When debt
or equity is issued which is convertible into common stock at a discount from
the common stock market price at the date the debt or equity is issued, a
beneficial conversion feature for the difference between the closing price and
the conversion price multiplied by the number of shares issuable upon conversion
is recognized.  The beneficial conversion feature is presented as a
discount to the related debt, with an offering amount increasing additional
paid-in capital.





FAIR
VALUE OF FINANCIAL INSTRUMENTS





For
financial instruments including cash, accounts payable, accrued expenses, and
loans payable, it was assumed that the carrying amount approximated fair value
because of the short maturities of such instruments.





RECLASSIFICATIONS





Certain
reclassifications have been made to prior period amounts to conform to the
current year presentation.





NEW
FINANCIAL ACCOUNTING STANDARDS





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which
enhances existing guidance for measuring assets and liabilities using fair
value.  This Standard provides a single definition of fair value,
together with a framework for measuring it, and requires additional disclosure
about the use of fair value to measure assets and
liabilities.    SFAS No. 157 as amended by FASB Staff
Position 157-2, is effective for financial statements issued for fiscal years
beginning after November 15, 2008, and interim periods within those fiscal
years.  The Company does not believe that SFAS No. 157 will have a
material impact on its consolidated financial statements.





In
February 2007, the FASB issued SFAS No. 159 (“SFAS 159”) “The Fair Value Option
for Financial Assets and Financial Liabilities”, providing companies with an
option to report selected financial assets and liabilities at fair
value.  The Standard’s objective is to reduce both complexity in
accounting for financial instruments and the volatility in earnings caused by
measuring related assets and liabilities differently.  It also
requires entities to display the fair value of those assets and liabilities for
which the Company has chosen to use fair value on the face of the balance
sheet.  SFAS 159 is effective for fiscal years beginning after
November 15, 2007.  The Company does not expect that the adoption will
have a material impact on its consolidated financial statements.





In
December 2007, the FASB issued SFAS No. 141 (revised 2007) (“SFAS 141
(R)”)  “Business Combinations”, which replaces  SFAS
141  “Business Combinations”.  This Statement improves the
relevance, completeness and representational faithfulness of the information
provided in financial reports about the assets acquired and the liabilities
assumed in a business combination.  This Statement requires an
acquirer to recognize the assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree at the acquisition date, measured at
their fair values as of that date, with limited exceptions specified in the
Statement.  Under SFAS 141(R), acquisition-related costs, including
restructuring costs, must be recognized separately for the acquisition and will
generally be expensed as incurred.  That replaces SFAS 141’s cost-
allocation process, which required the cost of an acquisition to be allocated to
the individual assets acquired and liabilities assumed based on their estimated
fair values.  SFAS 141 (R) shall be applied prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual report period beginning on or after December 15,
2008.  The Company will implement this Statement in 2009.





In
December 2007, the FASB issued SFAS No. 160 “Non-Controlling Interests in
Consolidated Financial Statements – An Amendment of ARB NO. 51” (“SFAS
160”).  SFAS 160 establishes new accounting and reporting standards
for the non-controlling interest in a subsidiary and for the deconsolidation of
a subsidiary.  Specifically, this statement requires the recognition
of non-controlling interests (minority interest) as equity in the consolidated
financial statements and separate for parent’s equity.  The amount of
net income attributable to the non-controlling interest will be included in
consolidated net income on the face of the income statement.  SFAS 160
clarifies that changes in a parent’s ownership in a subsidiary that does not
result in deconsolidation are equity transactions if the parent retains its
controlling financial interest.  In addition, this statement requires
that a parent recognize a gain or loss in net income when a subsidiary is
deconsolidated.  Such gain or loss will be measured using the fair
value of the non-controlling equity investment of the deconsolidation
date.  SFAS 160 also includes expanded disclosure requirements
regarding the interest of the parent and its non-controlling
interest.  SFAS 160 is effective for fiscal years, and interim periods
other than fiscal years, beginning on or after December 15,2008.  The
Company is currently evaluating the impact of the adoption of this Statement on
its consolidated financial statements.





In
January 2008, Staff Accounting Bulletin (“SAB”) 110 “Share-Based Payment” (“SAB
110”), was issued.  Registrants may continue, under certain
circumstances, to use the simplified method in developing estimates of the
expected term of share options as initially allowed by SAB 107, “Share-Based
Payments”.  The adoption of SAB 110 should have no effect on the
consolidated financial position and results of operations of the
Company.





22
 Table of Contents





2. Inventories




The
components of inventories are as follows:




December
      31,2007
              
              
              2006Motor
      bikes
              
              $
              576,780
              
              
              $
              1,534,314Parts
              
              
              44,340
              
              
              
              78,590Deposits
      on Inventory
              
              
              316,583
              
              
              
              -$
              937,703
              
              
              $
              1,612,904




In
October, 2007, the Company entered into a Manufacturing
Agreement,  and subsequently entered into an Amendment thereto, with
Dickson International Holdings Ltd. for the manufacture of Andretti/Benelli
branded motor scooters for the exclusive distribution thereof in the United
States by the Company. The Manufacturing Agreement is for a term of two years
and is renewable for successive two-year terms unless either party gives notice
of termination in advance of the renewal period.   The Company is
required to use commercially reasonable efforts to purchase certain minimum
quantities of motor scooters.  As an initial deposit under the
Manufacturing Agreement, the Company issued to Dickson International Holdings
Ltd. 50,000 shares of its Series B Preferred Stock valued at
$250,000.





3. Property
and Equipment





December
      31,2007
              
              
              2006Equipment
              
              $
              40,586
              
              
              $
              19,204Signs
              
              
              7,040
              
              
              
              7,040Software
              
              
              37,566
              
              
              
              15,500Leasehold
      improvements
              
              
              -
              
              
              
              27,60985,192
              
              
              
              69,353Less:
      accumulated depreciation
              
              
              13,803
              
              
              
              11,860$
              71,389
              
              
              $
              57,493


Depreciation
expense for the years ended December 31, 2007 and 2006 amounted to $
6,705 and $ 7,984, respectively.





23
 Table of Contents




4. Note
Payable
 
 On
January 27, 2006, the Company entered into a revolving credit loan and floor
plan loan (the “Credit Facility”) with General Electric Commercial Distribution
Finance Corporation (“CDF”).  Terms under the Trade Finance Purchase
Program (“TFPP”) included interest at prime plus 1 1⁄2 percent with one tenth of
one percent per month administration fee, and a rate of prime plus 5 percent on
all amounts outstanding after maturity with a two and one half tenths of one
percent administration fee.  Maturity on advances under the TFPP was
180 days.  Advance rate under the TFPP was 100 percent of supplier
invoice plus freight.  CDF had a first security interest in all
inventory equipment, fixtures, accounts, chattel paper, instruments, deposit
accounts, documents, general intangibles, letter of credit rights, and all
judgments, claims and insurance policies via Uniform Commercial Code Filing
Position or invoice purchase money security interest.  The Credit
Facility was personally guaranteed by an officer and director of the
Company.
 
 On June
6, 2006, the Company entered into an amendment to the Credit Facility whereby
the Company agreed to post an Irrevocable Letter of Credit (“ILOC”) as
additional collateral for the amounts loaned under the Credit
Facility.  The amount of the ILOC was required to be 15 percent of the
amounts outstanding or advanced.  At September 30, 2007 and December
31, 2006, the amount of the ILOC was $-0- and $173,264 and is included in
cash-restricted on the Company’s balance sheet.


In
addition, the Amendment provided in part that “Interest on an advance for Import
Inventory shall begin to accrue on the date CDF makes such an
advance.  Interest on all other advances shall begin on the Start Date
which shall be defined as the earlier of (A) the invoice date referred to in the
Vendors invoice; or (B) the ship date referred to in the Vendors invoice; or (C)
the date CDF makes such advance....”





On
October 9, 2006, CDF sent the Company a notice of default for failing to make
one or more payments due under the Credit Facility.  CDF demanded a
payment to cure the default in the amount of $320,034.10 by October 13, 2006,
which payment was not made.





On
November 6, 2006, CDF terminated the Credit Facility and demanded full payment,
requiring final payment of a claimed remaining balance of
$1,817,920.  On November 17, 2006, CDF initiated a lawsuit in the
United States District Court for the District of New Jersey to enforce its
rights under the Credit Facility and related documents.  The requested
relief included a Court for replevin, granting CDF the right to possess any and
all Collateral covered by its security interest.





On
January 20, 2007, the Company entered into a Forbearance Agreement with CDF
regarding the Credit Facility.  The Forbearance Agreement stated that
the amount of the Company’s indebtedness as of that date was $1,570,376. Under
the Forbearance Agreement, the Company agreed to a new Payment
Program.  The new Payment Program provided that the Company would make
payments monthly through April, 2007.  Under this agreement, the
Company also agreed to execute a Stipulated Order for Preliminary Injunction and
Writ of Seizure (“Writ”).  The Writ could be filed in the event of a
default under the Forbearance Agreement at any time.  If no default
occurred, the Writ could be duly filed after March 1, 2007, to further protect
CFD’s interest.  On March 19, 2007, CDF filed the
Writ.  There was no Forbearance Agreement default as of that
date.  The Writ was never executed upon, meaning that CDF did not
repossess the Company’s Collateral at any time.





The last
payment to CDF was made by the Company on or about July 20, 2007.  As
of that date, all indebtedness under the Credit Facility, the Forbearance
Agreement, and any related Agreements with CDF has been satisfied, by revenue
generated through sales by the Company.








24
 Table of Contents





5. Long-term
debt





Long-term
debt consists of the following:





For the
years ended December 31, 2007 and 2006, the Company recorded interest expense of
$65,455 and $321, respectively.




December
      31,2007
              
              
              2006Note
      payable to Five PointCapital
      Inc. due May 2011;interest
      at 18.45%; monthlypayments
      of $397
              
              $
              13,036
              
              
              $
              15,179Note
      payable due April 30, 2008;interest
      at 10% payable atmaturity
      (1)
              
              
              80,000
              
              
              
              -Note
      payable to Premium PaymentPlan
      due May 31, 2008; interestat
      7.5%; monthly paymentsof
      $871
              
              
              4,218
              
              
              
              -Note
      payable to AICCO, Inc. dueJuly
      13, 2008; interest at 8%;monthly
      payments of $7,111 (2)
              
              
              48,479
              
              
              
              -Note
      payable to Micro CapitalManagement
      Corp. due June 14, 2008;interest
      at 8%
              
              
              14,500
              
              
              
              -Demand
      note payable to Shawn Landgraf;interest
      free
              
              
              15,000
              
              
              
              -175,233
              
              
              
              15,179Less
      amounts due within one year
              
              
              164,772
              
              
              
              2,540$
              10,461
              
              
              $
              12,639




1) On
July 31, 2007, the Company borrowed $80,000 from an investor.  The
note matures on April 30, 2008 at which time the principal amount plus ten
percent interest is due.  The Company issued 1,000 Series B convertible
Preferred Shares valued at $3,000, as additional consideration with the
loan.




2) On
October 1, 2007, the Company entered into a premium finance agreement with
Aicco, Inc., for the purchase of insurances.  The total amount
financed was $68,575, with an annual percentage rate of 8% and monthly payments
of $7,111.  The final payment is due on July 13, 2008.







25
 Table of Contents





The
aggregate amounts of all long-term debt to be repaid for the year following
December 31, 2007 is:




2008
              
              $
              165,2482009
              
              
              3,1882010
              
              
              3,8282011
              
              
              2,969175,233Current
      portion
              
              
              164,772$
              10,461





6. Convertible
Debt





On
September 7, 2007, the Company issued four convertible promissory notes for a
total of $150,000 with interest at twelve (12.0%) percent.  The notes
mature October 1, 2009.  Each note is convertible, at the option of
the holders, into 300,000 shares of the Company’s common stock following the
effectiveness of the Company’s proposed 1 for 20 reverse stock
split.





On
November 2, 2007, the Company issued a convertible promissory note for $250,000
with interest at twelve (12%) percent.  The note matures April 30,
2008.  The note is convertible, at the option of the holder, into
250,000 shares of the Company’s common stock following the effectiveness of the
Company’s proposed 1 for 20 reverse stock split.





The
Company has evaluated the conversion feature under applicable accounting
literature, including SFAS No. 133, “Accounting for Derivative Instruments and
Hedging Activities” and EITF 00-19 “Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company’s Owned Stock” and
concluded that none of these features should be respectively accounted for as
derivatives.  Due to the beneficial conversion feature of the
convertible notes, $180,000 was included as additional paid in capital based on
the conversion discount.  Accretion expense of the beneficial
conversion feature for the years ended December 31, 2007 amounted to
$66,302.  For the year ended December 31, 2007, the Company recorded
interest expense of $9,335 on the convertible notes, all of which is included in
accrued expenses on the Company’s balance sheet.





7. Note
Receivable/Note Payable - Related Party





a) On
November 9, 2005, the Company issued a note payable at 12% compound monthly
interest, to a related party, in the amount of $300,000 with interest and
principal due at maturity.  The note was paid on October 9,
2006.  Interest expense for the year ended December 31, 2006 was
$15,582.





b) As of
December 31, 2006, the Company advanced $166,400 to a related party. This
advance was taken as payroll in 2007.  This was a demand loan with no
interest.





c) In
2007 and 2006, officers of the Company advanced $59,800 and $54,266,
respectively, to the Company.  During 2007, the Company repaid
$102,600.  At December 31, 2007, the balance was $11,466. The advances
are interest free and due upon demand.





d) In
2007, one of our officers and directors made a short term loan to the company in
the amount of $110,000.  The loan was secured by scooter
inventory.  The interest rate on the loan was 12%.  The loan
was repaid as of September 30, 2007 in full satisfaction of the terms and the
Company recorded interest expense of $1,350 for the year ended December 31,
2007.







26
 Table of Contents





8. Accrued
Expenses





Accrued
expenses consist of the following:




December
      31,2007
              
              
              2006Professional
      fees
              
              $
              48,500
              
              
              $
              50,000Payroll
      expense
              
              
              76,978
              
              
              
              -Payroll
      tax expense
              
              
              45,825
              
              
              
              28,260Advertising
              
              
              -
              
              
              
              11,505Rent
              
              
              -
              
              
              
              8,800Commission
      expense
              
              
              6,493
              
              
              
              7,800Interest
      expense
              
              
              15,008
              
              
              
              16,508$
              192,804
              
              
              $
              122,873
  9. Stockholders’
Equity





Common Stock


The
Company is authorized to issue 100,000,000 shares of no par value common
stock.    All the outstanding common stock is fully paid and
non-assessable.  The total proceeds received for the common stock is
the value used for the common stock.





During
2007, certain officers of the Company contributed $175,000 to the Company, which
is included in Additional paid-in capital on the Company’s consolidated balance
sheet.





Preferred
Stock


The
Company is authorized to issue 50,000,000 shares of no par value preferred
stock.  The Company has designated 3,000,000 of these authorized
shares of preferred stock as Series B convertible Preferred
Stock.  The Board of Directors has the authority, without action by
the stockholders, to designate and issue the shares of preferred stock in one or
more series and to designate the rights, preferences and each series, any or all
of which may be greater than the rights of the Company’s common
stock.





a) During
2007, the Company sold 54,000 shares of Series B Convertible Preferred Stock and
received proceeds of $270,000.





b) During
2007, the Company issued 92,600 shares of Series B Convertible Preferred Stock
in exchange for the liquidation of $463,000 of Company debt.




c) During
2007, the Company issued 70,900 shares of Series B Convertible Preferred Stock
for services with a fair value of $231,950.
  As of
December 31, 2007, there were 2,303,216 Series B Convertible Preferred Shares
outstanding which are convertible into 23,034,160 common shares following the
effectiveness of the proposed 1 for 20 reverse split of the Company’s common
stock.
  27
 Table of Contents




10. Income
Taxes





The
Company adopted the provisions of financial Interpretation No. 48, “Accounting
for Uncertainty in Income Taxes” (“FIN 48”) on January 1, 2007.  As a
result of the implementation of FIN 48, the Company recognized no adjustment in
the net liability for unrecognized income tax benefits.





During
the year ended December 31, 2007, the Company recorded a deferred tax asset
associated with its net operating loss (“NOL”) carryforwards of approximately
$2,200,000 that was fully offset by a valuation allowance due to the
determination that it was more likely than not that the Company would be unable
to utilize these benefits in the foreseeable future.  The Company’s
NOL carryforwards expire in years through 2022.





The types
of temporary differences between tax basis of assets and liabilities and their
financial reporting amounts that give rise to the deferred tax liability or
deferred tax asset and their appropriate tax effects are as
follows:




For
      the Year EndedDecember
      31, 2007
              
              
              December
      31, 2006Temporary
              
              
              
              
              
              TemporaryDifference
              
              
              Tax Effect
              
              
              Difference
              
              
              Tax EffectGross
      deferred taxasset
      resulting fromnet
      operating losscarryforward
              
              $
              2,200,000
              
              
              $
              748,000
              
              
              $
              -
              
              
              $
              -Valuation
      allowance
              
              
              (2,200,000
              )
              
              
              (748,000
              )
              
              
              -
              
              
              
              -Net
      deffered tax asset
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -




The
reconciliation of the effective income tax rate to the federal statutory rate is
as follows:




For
      the Year EndedDecember
      31,2007
              
              
              2006Tax
      benefit computedat
      the statutory rate
              
              $
              (809,568
              )
              
              $
              (249,408
              )Tax
      effect of stateoperating
      losses
              
              
              -
              
              
              
              (47,574
              )Effect
      of unusedoperating
      losses
              
              
              681,536
              
              
              
              -$
              (128,032
              )
              
              $
              (296,982
              )





11. Commitments
and Contingencies





a) On April
1, 2007, the Company hired two consultants to provide transition management
services, business planning, managerial systems analysis, sales and distribution
assistance and inventory management systems services.  Both contracts
are each $15,000 per month and can be terminated at will when the Company
decides that the services have been completed and/or are no longer
necessary.  For the year ended December 31, 2007, the Company recorded
consulting expense of $250,000.





b) On May
15, 2007, the Company entered into an exclusive licensing agreement with
Andretti IV, LLC, a Pennsylvanian limited liability company to brand motorcycles
and scooters.  The term of the agreement is through December 31,
2017.  Royalties under the agreement are tied to motorcycle and
scooter sales branded under the “Andretti line”.  The agreement calls
for a Minimum Annual Guarantee.  After year two of the agreement, if
the Company does not sell a certain minimum number of motorcycles and scooters
under the “Andretti Line” it may elect to terminate the licensing
agreement.  A consultant working for the Company co-guaranteed the
Minimum Annual Guarantee for the first two years and receives a 4.1667% of the
license fees as a fee throughout the life of the license related to that work.
The consultant subsequently became an officer and director of the
Company.  On January 1, 2008, the Company issued a warrant to Andretti
IV, LLC, pursuant to their May 15, 2007 agreement, to purchase 200,000 common
shares following the effectiveness of the Reverse Split at an exercise price
equal to $.01 per share.  The warrant expires December 31,
2017.  The Company paid $50,000 as a licensing fee in
2007.





c) On June
1, 2007, the Company hired Steven A. Kempenich as its Chief Executive Officer
and a director of the Company.  His contract is a two-year agreement
at $16,666 per month.




28
 Table of Contents




d) 
On October 11, 2007, the Company retained a firm to provide corporate
communications and investor relations.  The agreement is for one year
which automatically renews unless either party elects to terminate the agreement
with a notice of termination no later than sixty days prior to the end of the
term.  Fees for these services are $5,000 per month and 20,000 shares
of common stock upon the effectiveness of the reverse split.  Fees are
earned but deferred until the seventh month at which time the deferred fees are
paid in equal amounts along with the current fees as they are
incurred.  The Company paid $24,000 as consulting fees in 2007 of
which $14,000 was paid with 1,000 shares of preferred stock.
  e)  On
December 5, 2007, the Company entered into contracts with a storage company to
provide warehousing and logistics services on the East and West coasts of the
United States.  These contracts require fees for storage and handling
of our motor bike inventory which are incurred monthly on a per bike
basis.  To date, the Company has not incurred any fees under these
agreements because it has utilized warehousing capability at its headquarters in
New Jersey.




12. Subsequent
Events




a)      Effective
January 1, 2008, the Company entered into a monthly agency retainer agreement
with a marketing and advertising firm to provide the company with services at a
fee of $25,000 per month.




b)      On
January 4, 2008, the Company entered into a short term secured convertible
promissory note with a private investor for $250,000 at an annual simple
interest rate of 15%.  The note originally matured on March 1, 2008
and was extended to May 1, 2008.  The note has the option to convert
into post-reverse split common shares @ $1.00 per share.  The Company
granted the investor a security interest in all of the Company’s right, title
and interest in all inventory of motorcycles, motor scooters, parts accessories
and all proceeds of any and all of same including insurance payments and
cash.




c)       On
January 18, 2008, the Company retained a firm to provide management consulting,
business advisory, shareholder information and public relation services. The
term of the agreement is one year. The Company issued 35,000 Series B
Convertible shares and pays $2,500 per month as compensation under the
agreement.




Item 9.  Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.





Not
applicable




Item9A (T). Controls and Procedures.




As
supervised by our board of directors and our principal executive and principal
financial officers, management has established a system of disclosure controls
and procedures and has evaluated the effectiveness of that
system.  The system and its evaluation are reported on in the below
Management's Annual Report on Internal Control over Financial
Reporting.  Our principal executive and  financial officer
has concluded that our disclosure controls and procedures (as defined in the
1934 Securities Exchange Act Rule 13a-15(e)) as of December 31, 2007, are
effective, based on the evaluation of these controls and procedures required by
paragraph (b) of Rule 13a-15.





Management's
Annual Report on Internal Control over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Rule 13a-15(f) of the Securities
Exchange Act of 1934 (the "Exchange Act").  Internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with U.S. generally
accepted accounting principles.





Management
assessed the effectiveness of internal control over financial reporting as of
December 31, 2007. We carried out this assessment using the criteria of the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control—Integrated Framework.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by our
registered public accounting firm, pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management's report in
this annual report.  Management concluded in this assessment that as
of December 31, 2007, our internal control over financial reporting is
effective.





There
have been no significant changes in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the fourth quarter of 2007 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





Item 9B. Other Information.





None.





29
 Table of Contents





PART
III





Item10.  Directors, Executive Officers, Promoters,
Control Persons and Corporate Governance.





Directors and Executive
Officers





The
following sets forth-certain information with respect to the directors and
executive officers of PPMC:




Name
              Age
              PositionSteve
      Rubakh
              46
              President,
      Acting ChiefFinancial
      Officer and DirectorSteven
      A. Kempenich
              36
              Chief
      Executive Officer,Acting
      Secretary and DirectorAlbert
      P. Folsom
              68
              DirectorRaymond
      A. Hatch
              72
              DirectorMichael
      F. Reuling
              63
              Director




On
September 5, 2007, in connection with the acquisition of Power Sports Factory,
the Board of Directors of the Company amended our By-Laws to provide that the
number of directors constituting the entire Board be fixed at five, appointed
Steve Rubakh as our President and Acting Chief Financial Officer, and elected
Mr. Rubakh as a director of the Company to fill one of the two newly-created
directorships.  At this Board meeting, Steven Kempenich was also
appointed as our Chief Executive Officer and Acting Secretary and was elected a
director.





The
Company's directors are elected at the annual meeting of stockholders and hold
office until their successors are elected and qualified. The Company's officers
are appointed annually by the Board of Directors and serve at the pleasure of
the Board. There is no family relationship among any of PPMC's directors and
executive officers.





The
following is a brief summary of the business experience of each of the directors
and executive officers of PPMC:





Steve
Rubakh, ­ Founder of PSF and President




Steve
Rubakh, age 46, founded Power Sports Factory, Inc., in June, 2003 and
currently serves as the President. Prior to founding Power Sports Factory, Mr.
Rubakh was the founder of International Parking Concepts specializing in
providing services to the hospitality industry. From 1987 to 1992 Mr. Rubakh was
the owner and operator of Gold Connection, a fine gem retail operation in
Atlantic City.  Mr. Rubakh attended both Community College of Philadelphia
and Temple University majoring in business administration.





Steven A.
Kempenich, Chief Executive Officer





Steven A.
Kempenich, age 36, joined Power Sports Factory on June 4, 2007. Prior to joining
Power Sports Factory, Mr. Kempenich was the Vice President of Business
Development and Finance for ICON International, Inc. from July of 2002 until
June of 2007. From 1999 until joining ICON International, Mr. Kempenich was the
Portfolio Manager and Managing Partner for Gentex Asset Management and SAK
Capital, LLC. Mr. Kempenich received a Bachelor of Science in Finance,
Investments and Entrepreneurial Studies from Babson College in 1992 and a
Masters in Business Administration from Harvard University Graduate School of
Business Administration in 1996. On February 25, 2004, Mr. Kempenich consented
without admitting or denying guilt to a NYSE hearing panel finding that he
accepted a post-execution trade into a firm account that was deemed by the NYSE
panel as improper. As a result, the NYSE imposed, which Mr. Kempenich consented
to, a penalty of a censure, two-month bar and an undertaking to cooperate with
the NYSE in connection with any disciplinary proceeding arising from this
matter. The SEC and the NASD did not pursue any action regarding this
matter.








30
 Table of Contents





Albert P.
Folsom, Director





Albert
Folsom invented The Last Word, an advertisement display device and formed Amtel
Communications Inc. to develop and patent the product. In 1997, Mr. Folsom
merged this company, Purchase Point Media Corporation, with the Company, of
which he has acted as President of the Company until the closing of the
acquisition of Power Sports Factory on September 5, 2007.





In 1983
he created Aricana Resources by amalgamating several companies and served as
President and Director from 1983 to 1988. Aricana's activities included medical
research, and the development and marketing of medicinal products. He also
started a publishing company for medicinal products and founded, the American
Health Research Association, a not-for-profit corporation. From 1980 to 1982 he
served as President and Director of Alanda Energy Corp., an oil and gas company.
From 1963 to 1980 he served as a Director and Senior Officer of a number of
companies including Computer Parking Systems, Resource Funding and an electrical
contracting company. He served in the US Navy between 1956 and
1960.





Raymond
A. Hatch, Director





After
completing a Chase Manhattan bank training program and becoming a member of the
bank’s credit department, Mr. Hatch started his career on Wall Street in the
early sixties. He completed the Reynolds Securities (Dean Witter Reynolds)
training program and became an account executive. Subsequently he joined Carreau
& Company, which was known as a 1919 NYSE specialist firm specializing in
stock issues such a Westinghouse Corporation, Carrier Corporation, General
American Oil, etc. He was an officer and director of the company and was
primarily responsible for the American Stock Exchange operations. After leaving
Carreau & Company , Mr. Hatch joined Delafield & Delafield as a member
of the their syndicate department and subsequently, Sterling & Grace &
Co. as the manager of their syndicate department. Both of these firms were NYSE
investment banking firms. Sterling & Grace was founded in the late 1800’s.
Mr. Hatch Joined Arbitrage Management Co. as a Vice President. Arbitrage
Management Co. was a convertible bond arbitrage operation headed up by Jon and
Asher Edleman, and programmed by Harry Markowitz of Harvard
University.





In May
1982, Mr. Hatch started his own investment banking boutique, Grady and Hatch
& Company, Inc. The organization focused on private placements, syndicate
participation and the origination of its own underwritings. At the end of 1999,
Mr. Hatch resigned from Grady & Hatch & Company and joined Ridgewood
Group International Ltd. (RGI) as managing partner. RGI is managed by William G.
Potter, who was previously Co-Chairman of Prudential Securities International.
The firm specializes in a variety of private placements.





Mr. Hatch
attended the University of Colorado, New York University Graduate School of
Business Administration, New York Institute of Finance and the Hill School of
Insurance. He was a consultant to American International Life Assurance Co., a
member of the AIG Group, and was also associated with Nationwide Insurance. He
held a New York State Life License and New York State broker license. Mr. Hatch
was a regular member of the American Stock Exchange and an allied member of the
NYSE on several occasions, a principal of the NASD and was a registered
investment advisor with the SEC for over ten years.





Michael
F. Reuling, Director





In late
1981 when he was with Albertson’s, Mr. Reuling moved from the legal side of the
business to the development side, becoming Senior Vice President of Real Estate.
In 1987 he became Executive Vice President of Store Development with
responsibility for all store development functions, including real estate,
design and construction. Mr. Reuling supervised a corporate development team
that developed hundreds of supermarkets and drugstores throughout the country
with an annual capital budget in excess of $2 billion. He also played a key role
in Albertson’s merger and acquisition program. Upon consummation of the merger
of Albertson’s and American Stores Company in 1999, Mr. Reuling assumed the role
of Vice Chairman of the merged company with responsibility for store
development, information technology, human resources and finance. He retired in
2001 and has since worked as a development consultant.





Mr.
Reuling grew up in Morton, Illinois where he attended public schools. He
subsequently received a B.A. from Carleton College in Northfield, Minnesota and
a J.D. from the University of Michigan Law School in Ann Arbor, Michigan. He is
a member of the Utah, Idaho and Texas bar associations. He served for nine years
as a member of the board of Capital City Development Corporation, the
redevelopment agency of the City of Boise, and has also served on the boards of
several local non-profit organizations. Mr. Reuling is presently on the board of
directors of Jackson Food Stores, Inc., a 100+ unit convenience store chain
based in Boise and operating in several intermountain states.






31
 Table of Contents




Committees





We do not
have an
audit  committee,  although  we  intend  to  establish  such
a committee, with an independent "audit committee financial expert" member as
defined in the rules of the SEC.





Corporate
Code of Conduct





Section
16(A) Beneficial Ownership Reporting Compliance




We are
reviewing a proposed corporate code of conduct, which would provide for internal
procedures concerning the reporting and disclosure of corporate matters that are
material to our business and to our stockholders. The corporate code of conduct
would include a code of ethics for our officers and employees as to workplace
conduct, dealings with customers, compliance with laws, improper
payments,  conflicts of interest, insider trading,  company
confidential information, and behavior with honesty and
integrity.


Item 11.  Executive Compensation.





The
following table sets forth information for the years ended December 31, 2007 and
2006 concerning the compensation paid or awarded to the Chief Executive Officer
and President of PPMC..








SUMMARY
COMPENSATION TABLE





Name
      and Principal Position
              (a)
            Year
              (b)
            
            Salary
              ($)(1)
              (c)
            
            Bonus
              ($)
              (d)
            Stock
              Awards
              ($)
              (e)
            Option
              Awards
              ($)
              (f)
            Non-Equity
              Incentive
              Plan
      Compensation
              ($)
              (g)
            Change
      in Pension Value and Nonquali-
              fied
      Deferred
              Compensation
      Earnings
              ($)
              (h)
            All
      Other
              Compensation
              (i)
            
            Total
              ($)
              (j)Steven
      A. Kempenich, Chief Executive Officer
            2007
            
            $
            115,385
            
            
            
            
            
            
            
            
            $
            115,385Steve
      Rubakh, President and Chief Financial Officer
            2007
            
            $
            255,129
            
            
            
            
            
            
            
            
            $
            255,129Steve
      Rubakh, Chief Executive Officer
            2006
            
            $
            86,168
            
            
            
            
            
            
            
            
            $
            86,168







32
 Table of Contents





Item12.  Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.





The
following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of April 1, 2008, and on an as
adjusted basis following effectiveness of the Reverse Split, by (a) each person
known by the Company to own beneficially more than 5% of the Company's common
stock, (b) each director of the Company who beneficially owns common stock, and
(c) all officers and directors of the Company as a group. Each named beneficial
owner has sole voting and investment power with respect to the shares
owned.





As of
April 1, 2008, there were 98,503,940 shares of common stock
outstanding.





Following
effectiveness of the 1-for-20 Reverse Split, it is estimated that there will be
approximately 28,307,357 shares of common stock outstanding.








Name
      of Stockholder
            Number
      of Shares of Common Stock Owned Beneficially at April 1,
    2008
            %
      Outstanding Stock at April 1, 2008
            Number
      of Shares of Series B Preferred Stock Owned Beneficially at April 1,
      2008
            Number
      of Shares of Common Stock Owned Beneficially as Adjusted Following
      Effectiveness of Reverse Split and Conversion of Preferred
      Stock
            %
      Outstanding Stock as Adjusted Following Effectiveness of Reverse
      SplitSteve
      Rubakh (1)
            60,000,000
            60.91%
            287,400
            5,874,000
            20.75%Folsom
      Family Holdings (2)
            3,337,500
            3.39%
            200,000
            2,166,875
            7.65%Amtel
      Communications, Inc. (3)
            3,337,500
            3.39%
            
            166,875
            0.59%Raymond
      A. Hatch (4)
            250,000
            *
            
            12,500
            *Steven
      A. Kempenich (5)
            
            
            139,833
            1,398,333
            4.94%All
      Officers and Directors as a Group
            63,587,500
            64.55%
            
            9,451,708
            33.39%


__________________


Less than
1%.




(1)
            Mr.
      Rubakh’s address is c/o Power Sports Factory, Inc., 6950 Central Highway,
      Pennsauken, NJ 08109.  Does not include 287,400 shares of
      Series B Preferred Stock also issued to Mr. Rubakh on September 5, 2007,
      in connection with the acquisition of Power Sports Factory, which shares
      will be converted into 2,874,000 shares of common stock upon the
      effectiveness of the planned 1-for-20 reverse split of our common
      stock.




(2)
            Consists
      of shares held by Folsom Family Holdings, a trust formed under the laws of
      Canada.  Mr. Folsom has a 10% interest in such entity, but no
      voting or dispositive power over the shares held in the Folsom Family
      Holdings trust.  The trustee of the trust is Mr. Thomas
      Skipon.  The address of the trust is 2495 Haywood Ave., West
      Vancouver, B.C. V7V 1Y2.  Mr. Folsom's address is 1100 Melville
      Street, Suite 320, Vancouver, B.C. V6E 4A6 Canada. Does not include
      3,337,500 shares owned by Amtel Communications, Inc. Mr. Folsom is the
      president and a director of Amtel. Folsom Family Holdings was issued
      200,000 shares of Series B Preferred Stock in exchange for the
      cancellation of obligations owing to Mr. Folsom by the
      Company.





(3)
            The
      address of Amtel is c/o Martin and Associates, #2100-1066 West Hastings
      Street, Vancouver, British Columbia, Canada V6E 3X2.  To the
      knowledge of the Company, Amtel has approximately 65 stockholders and 10%
      to 15% of Amtel is owned by Rurik Trust, a Grand Cayman Islands Trust
      formed in 1986.  The Company is not aware of any other shareholder
      owning over 5% of Amtel.  Mr. Albert Folsom is President and a
      director of Amtel, and by reason of his being president of Amtel, would
      have voting power over the shares of the Company’s common stock held by
      Amtel.  Mr. Folsom does not own any shares of Amtel,has no
      ownership interest, direct or indirect, in Amtel, and  has no
      dispositive power over the shares of Company common stock held by
      Amtel.




(4)
            The
      address of Raymond A. Hatch is c/o Corporate House, 320 1100 Melville,
      Vancouver, B.C. VC64A6 Canada.





(5)
            Does
      not include 139,833 shares of Series B Preferred Stock issued to Mr.
      Steven A. Kempenich, our Chief Executive Officer and a Director, on
      September 5, 2007, in connection with the acquisition of Power Sports
      Factory, which shares will be converted into 1,398,333 shares of common
      stock upon the effectiveness of the planned 1-for-20 reverse split of our
      common stock. Mr. Kempenich’s address is c/o Power Sports Factory, Inc.,
      6950 Central Highway, Pennsauken,
NJ 08109.








33
 Table of Contents




Item13.  Certain Relationships and Related Transactions,
and Director Independence.




The
development activities of the Company have been financed through advances by
Amtel, which is a major shareholder. The Company owed Amtel $567,911 at June 30,
2007 and 2006.  Interest expense on these advances was $52,081 and
$49,244 for the years ended June 30, 2007 and 2006, respectively, and $332,898
for the period June 28, 1996 (Date of Formation) through June 30,
2007.  All interest has been accrued.  All of such advances
have been made on a demand loan basis. The Company does not have a formal loan
agreement with Amtel.




The
Company entered into an agreement with Albert Folsom ("Folsom"), the Company's
President and Chief Executive Officer, for consulting services to be performed
on behalf of the Company.  Folsom received consulting fees for the
fiscal years ended June 30, 2007 and 2006 of $72,000 and $72,000 and $288,000
for the period June 28, 1996 (Date of Formation) through June 30, 2007,
respectively.




The
Company owed Folsom $602,968 and $496,739 at the fiscal year ends of June 30,
2007 and 2006, respectively.  Interest expense was $24,894 and $22,384
for the fiscal years ended June 30, 2007 and 2006, respectively, and $142,552
for the period June 28, 1996 (Date of Formation) through June 30,
2007.  All consulting and interest has been accrued. On September 5,
2007, immediately following the closing of the completion of the acquisition of
PSF, the Company issued 200,000 shares of Preferred Stock to Folsom in exchange
for the satisfaction of all amounts owed to Folsom by the Company.




The
Company has accrued rental payments of $1,500 per month for its fiscal years
ended June 30, 2006 and 2007 for approximately 1,500 square feet of office space
leased from Mr. Folsom.




As part
of the acquisition of PSF, on May 14, 2007, the Company issued 60,000,000 shares
of Common Stock to Steve Rubakh, the major shareholder of PSF, and on August 31,
2007, entered into an amendment (the “Amendment”) to the Share Exchange
Agreement governing the acquisition, that provided for a completion of the
acquisition of PSF at a closing held on September 5, 2007. At the closing the
Company issued 1,650,000 shares of a new Series B Convertible Preferred Stock
(the “Preferred Stock”) to the shareholders of PSF, including 402,800 shares to
Mr. Rubakh, who is now our President and a director, and 185,833 shares to
Steven A. Kempenich, our Chief Executive Officer and a director, to complete the
acquisition of PSF by us.  Each share of Preferred Stock is
convertible into 10 shares of our Common Stock.





Item
14.  PrincipalAccountant Fees and
Services.





In
accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit
Committee's charter, all audit-related work and all non-audit work performed by
our independent accounts, Madsen & Associates, CPA's Inc. is approved in
advance by the Audit Committee, including the proposed fees for such
work.  The Audit Committee is informed of each service actually
rendered.





Audit Fees.  Audit
fees expected to be billed to us by Madsen & Associates, CPA's Inc. for the
audit of financial statements included in our Annual Reports on Form 10-K, and
reviews of the financial statements included in our Quarterly Reports on Form
10-QSB, for the years ended June 30, 2007 and 2006 are approximately $9,575 and
$3,500, respectively.





Audit
fees expected to be billed to us by Madsen & Associates, CPA's Inc. for the
audit of financial statements included in our Annual Report on Form 10-K, and
reviews of the financial statements included in our Quarterly Report on Form
10-QSB for the period ended September 30, 2007, and for the years ended December
31, 2007 and 2006 are approximately $8,500.




Audit-Related
Fees.  We have been billed $-0- and $-0- by Madsen &
Associates, CPA's Inc. for the fiscal years ended December 31, 2007 and 2006,
respectively, for the assurance and related services that are reasonably related
to the performance of the audit or review of our financial statements and are
not reported under the caption "Audit Fees" above.





Tax Fees.  We have
been billed an aggregate of $-0- and $-0- by Madsen & Associates, CPA's Inc.
for the fiscal years ended December 31, 2007 and 2006, respectively, for tax
services.





All Other Fees.  We
have been billed an aggregate of $-0- and $-0- by Madsen & Associates, CPA's
Inc. for the fiscal years ended December 31, 2007 and 2006, respectively, for
permitted non-audit services.





Other
Matters.  N.A.





Applicable
law and regulations provide an exemption that permits certain services to be
provided by our outside auditors even if they are not
pre-approved.  We have not relied on this exemption at any time since
the Sarbanes-Oxley Act was enacted.





To our
knowledge, there have been no persons, other than Madsen & Associates, CPA's
Inc.'s full time, permanent employees who have worked on the audit or review of
our financial statements.








34
 Table of Contents





Item15.  Exhibits and Financial Statement
Schedules.





(3)
Exhibits.




Exhibit
      Number
            Title





3
      (a)
            Certificate
      of Incorporation. (Incorporated by Reference to Exhibit 3(a) to the
      Company’s Report on Form 10-SB dated February 11,
  1999.)




3
      (a)(2)
            Statement
      of Designations of Convertible Preferred Stock, Series B, filed August 4,
      2007. (Incorporated by Reference to Exhibit 3(a)(2) to the Company’s
      Current Report on Form 8-K, filed September 12,
  2007.)





3
      (b)
            By-Laws.
      (Incorporated by Reference to Exhibit 3(b) to the Company’s Report on Form
      10-SB dated February 11, 1999.)





3
      (b)(2)
            Amendment
      to By-Laws approved August 5, 2007. (Incorporated by Reference to Exhibit
      3(b)(2) to the Company’s Current Report on Form 8-K, filed September 12,
      2007.)




10
      (a)
            Agreement
      dated September 15, 1998 between International Trade Group, LLC and the
      Registrant. (Incorporated by Reference to Exhibit 10(a) to the Company’s
      Report on Form 10-SB dated February 11,
1999.)





10
      (b)
            Agreement
      dated August 14, 1998 between Culver Associates, Ltd. and the Registrant.
      (Incorporated by Reference to Exhibit 10 (b) to the Company’s Report on
      Form 10-SB dated February 11,
1999.)





10
      (c)
            Agreement
      dated August 12, 1998 between Dorian Capital Corporation and the
      Registrant. (Incorporated by Reference to Exhibit 10(c) to the Company’s
      Report on Form 10-SB dated February 11,
1999.)




10
      (d)
            Agreement
      dated April 25, 1999 between Roger Jung (assigned to Last Word Management,
      Inc.) and the Registrant. (Incorporated by Reference to Exhibit 10(d) to
      the Company’s Report on Form 10-SB dated February 11,
    1999.)





10
      (e)
            Agreement
      dated September 1, 1999 between Vintage International Corp. and the
      Registrant. (Incorporated by Reference to Exhibit 10(e) to the Company’s
      Annual Report on Form 10-KSB for the year ended June 30,
      2000.)





10
      (f)
            Agreement
      dated February 1, 2000 between Quadrant Financial Inc. and the Registrant.
      (Incorporated by Reference to Exhibit 10(f) of the Company’s Annual Report
      on Form 10-KSB for the year ended June 30,
  2000.)





10
      (g)
            Share
      Exchange and Acquisition Agreement, dated April 24, 2007, by and among the
      Company, Power Sports Factory, Inc., and the shareholders of Power Sports
      Factory, Inc. (Incorporated by Reference to Exhibit 10(g) to the Company’s
      Current Report on Form 8-K, filed September 12,
  2007.)





10
      (h)
            Amendment,
      dated as of August 31, 2007, to Share Exchange and Acquisition Agreement,
      dated April 24, 2007, by and among the Company, Power Sports Factory,
      Inc., and the shareholders of Power Sports Factory, Inc. (Incorporated by
      Reference to Exhibit 10(h) to the Company’s Current Report on Form 8-K,
      filed September 12, 2007.)




Exhibit
31.1 - Certification of the Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, filed herewith.
 
 Exhibit
31.2 - Certification of the President and Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
 
 Exhibit
32.1 - Certification of the Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, filed herewith.
 
 Exhibit
32.2 - Certification of the President and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith.





35
 Table of Contents





SIGNATURES





In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.





Dated:  April
14, 2008





PURCHASE POINT MEDIA CORPORATION





By:/s/ Steven A.
Kempenich


Chief
Executive Officer





By:/s/ Steve
Rubakh


President
and Principal
Financial Officer











/s/ Steve
Rubakh                                                        April
14, 2008


Steve
Rubakh


Director





/s/ Steven A.
Kempenich                                                
       April 14, 2008


Steven
A. Kempenich


Director





/s/ Albert P.
Folsom                                                        April
14, 2008


Albert
P. Folsom


Director








Raymond
A. Hatch           
                                                                 
, 2008


Director











Michael
F.
Rueling                                                      
                   
   , 2008


Director









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